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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K







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

For the fiscal year ended December 31, 2008

or



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

For the transition period from               to

Commission File number: 000-51836





ROGERS INTERNATIONAL RAW
MATERIALS FUND, L.P.

(Exact name of registrant as specified in its charter)







|                        |  |                                     
|----------------------- |  | ------------------------------------
|Illinois                |  | 36-4368292                          
|(State of Organization) |  | (IRS Employer Identification Number)



|                                                                                                                 |  |           
|---------------------------------------------------------------------------------------------------------------- |  | ----------
|c/o Beeland Management Company, L.L.C. General Partner 141 West Jackson Boulevard, Suite 1340A Chicago, Illinois |  | 60604     
|(Address of principal executive offices)                                                                         |  | (Zip Code)

(312) 264-4375

(Registrants telephone number, including area code)





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

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





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

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

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

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

Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



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

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

DOCUMENTS INCORPORATED BY REFERENCE

None









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PART I



|ITEM 1. | BUSINESS
|------- | --------

(a) General development

Rogers International Raw Materials Fund, L.P. (the Partnership) is an
Illinois Limited Partnership established in May 2000. The Partnership invests and trades a portfolio primarily of commodity futures and forward contracts designed to track the change in values of the Rogers International Commodity Index® (the Index). The Partnership commenced trading during November 2001. The Partnership will terminate on December 31, 2020 or earlier upon certain circumstances as defined in the
Limited Partnership Agreement. Beeland Management Company, L.L.C., an Illinois limited liability company (Beeland Management), serves as the general partner of the Partnership.

The Partnership originally filed a registration statement, under the Securities Act of 1933, as amended, with the Securities and Exchange Commission to
register $200 million of units of limited partnership interest (the Units), which registration statement became effective in January 2001. The Partnerships initial offering period was held during fiscal year 2001. The Units were
initially offered for sale at a fixed price of $100 per Unit. An initial closing was held after a minimum of 50,000 Units in subscriptions was received.

The net proceeds from the initial closing, after deducting the subscription fee, were placed in a trading account with the futures commission merchant and were used to acquire a portfolio of futures positions,
consistent with the Partnerships trading policies, as well as US Government obligations.

After the initial closing, the purchase
price of Units is the net asset value per unit as of the close of trading on the trading day preceding the effective date of the purchase.

The Partnership subsequently filed an additional registration statement with the Securities and Exchange Commission to bring the total dollar amount of Units registered for sale to approximately $245,405,200, and a total of 677,673.54 of
Units have been sold to the public as of December 31, 2008, although Units are not currently being offered by the Partnership.

During
September and October, 2005, the Partnership transitioned its futures trading activity to Refco LLC, a registered futures broker. On October 17, 2005, Refco Inc. and a number of its subsidiaries, including Refco Capital Markets, Ltd.
(Refco Capital Markets), but not Refco LLC, filed voluntary Chapter 11 bankruptcy petitions with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court). At the time of these bankruptcy
filings, approximately $76 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets, representing approximately 68% of the Partnerships total assets. The Partnership did not authorize the transfer of
its securities to Refco Capital Markets. On October 24, 2005, the Partnership and another commodity pool managed by Beeland Management commenced an adversary proceeding (the Adversary Proceedings) in the Bankruptcy Court against
Refco Capital Markets alleging that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnerships assets and requesting, among other things, a constructive trust and that the Court enter judgment requiring that
property to be returned to the Partnership immediately. On February 28, 2006, the Bankruptcy Court ordered that a trial in the Adversary Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order
or stipulation determining a motion to convert Refco Capital Markets Chapter 11 case to a case under the stockbroker liquidation provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14,
2006 finding Refco Capital Markets to be a stockbroker and therefore ineligible for Chapter 11 relief, but, at the request of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity
to pursue a potential global Chapter 11 plan for Refco Capital Markets and one or more other Refco entities. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11
bankruptcy case, and certain customers and other creditors of Refco Capital Markets (the Settlement Agreement). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary
Proceedings and agreeing to receive the same rights and benefits, including the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The
Bankruptcy Court approved the settlement at a hearing held on September 14, 2006. At that hearing, a global settlement was



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announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global settlement
which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006 and confirmed
the plan of reorganization at a hearing held December 15, 2006. Under the plan of reorganization, securities customers of Refco Capital Markets were expected to receive approximately 85% of the value of their securities claims. As of
December 31, 2008, approximately 92.24% of the value of those claims has been distributed in multiple distributions, and the Partnership has received $69,416,211, its pro rata share of the distributions, and has allocated them among all
partners in the Partnership as of October 31, 2005, on a pro-rata basis, based on investor units as of October 31, 2005, with redeemed partners receiving cash distributions. In addition to the Partnerships securities claims, the
Partnership has approximately $459,265 in claims related to the Partnerships over-the-counter commodity contract transactions (FX Claims). Under the Refco Capital Markets plan of reorganization, holders of FX claims were expected
to receive approximately 37% of the value of those claims. As of December 31, 2008, the Partnership has recovered $210,940 in respect to its FX Claims, or approximately 45.93% of the value of its FX claims and has allocated that amount among
all partners in the Partnership, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions. Also, under the plan of reorganization, the Partnership will participate in any recoveries from a Refco Capital
Markets Litigation Trust, formed to bring claims against third parties in the name of Refco Capital Markets, above and beyond amounts received under the settlement with Refco Capital Markets itself.

On November 25, 2005, Refco, LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code. As the
Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership Assets be transferred to customer segregated accounts at Refco, LLC and that those assets were improperly diverted to
Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership agreed to settle its claims against Refco,
LLC and received, $6,227,819, in proceeds from that settlement, equal to approximately 8.28% of the value of the Partnerships securities claims against Refco Capital Markets. Such proceeds were allocated among all partners in the Partnership
as of October 31, 2005, on a pro-rata basis, with redeemed partners receiving cash distributions.

Beeland Management believes that
there are assets yet to be received from additional Refco Capital Markets Bankruptcy distributions and from the Litigation Trust claims against third parties. However, while the Litigation Trust has commenced actions against numerous parties seeking
over $2 billion in recoveries, there can be no assurance that litigation pursued by the Litigation Trust will be successful, or that any additional bankruptcy distributions will be material, and, accordingly, the information provided herein is an
estimate only. Likewise, the financial information as of December 31, 2008, 2007, and 2006 set forth herein is estimated and unaudited. Although the audit of the Partnerships financial statements for 2005 through 2008 has begun, Beeland
Management does not anticipate completion of the audit before mid-May 2009, and the Partnership is currently able to provide only estimated values for its Units. No subscriptions or redemptions will be or have been made on the basis of such
estimated values. Please see the notes accompanying the Partnerships financial statements.

Notwithstanding the Partnerships
inability to determine final values for all of its assets, limited partners in the Partnership may redeem their investments through a monthly special redemption at which point they will no longer participate in gains and losses of the Partnership
due to market movements of the Index but will not be shielded from expenses related to Refco Capital Markets bankruptcy. Limited partners that take advantage of the special redemption process will be able to receive their pro-rata portion of
the Partnerships cash that is not reserved for expenses related to the Refco Capital Markets bankruptcy. Once the audit of the Partnerships financial statements for 2005 through 2008 is complete, Beeland Management will determine a
net asset value for the Partnership as of each special redemption date which reflects the losses, if any, due to Refco Capital Markets bankruptcy as well as all expenses incurred in connection with recovering the Partnerships assets from
Refco Capital Markets whether such losses or expenses were incurred before or after the effective date of a special redemption.

(b) Financial information about industry segments

The Partnerships business constitutes only
one segment, i.e., a speculative commodity pool. The Partnership does not engage in sales of goods and services. Financial information (estimated, unaudited for 2008, 2007, and 2006) regarding the Partnerships business is set forth in
Item 6 Selected Financial Data and Item 8 Financial Statements and Supplementary Data.



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(c) Narrative description of business

The Partnership invests and trades in a portfolio of commodity futures and forward contracts. The
Partnerships investment activities are designed to replicate the positions which comprise the Rogers International Commodity Index ®. The Index consists of a compendium, sometimes
known as a basket, of raw materials employed within the world economy and traded on established exchanges as futures and forward contracts. The Partnership invests and trades exclusively on the long side of the market. This means that
the Partnership only buys positions in commodities and does not engage in any short-selling. The Partnership historically has closed out all positions by making an offsetting sale and has not taken delivery of the actual commodities, although it may
take delivery in the future. Funds for its business are obtained only by the sale of Units and from the retention of any profits generated from the Partnerships trading. As of December 31, 2008, the Partnership was not offering its Units
for sale.

The Index was developed by James Beeland Rogers, Jr. 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. Beeland Management attempts to
replicate the composition of the Index using various commodity futures contracts. The initial components of the Index and their weightings were chosen by Mr. Rogers based on his perception of the relative importance of the underlying raw
materials in international trade and commerce. A committee now formulates and enacts all business assessments and decisions regarding the composition of the Index. Mr. Rogers, as the founder and owner of the Index, chairs that committee and is
the final arbiter of its decisions. Rogers International Commodity Index is a registered service mark of Beeland Interests, Inc., a company wholly owned by Mr. Rogers. Beeland Management uses and publishes the Index and markets
products designed to track the Index pursuant to a nonexclusive, license from Beeland Interests, Inc.

Since the Partnerships
portfolio is based on the Index, there is no active trading by Beeland Management in the traditional sense. Unlike with most commodity pools, commodity contracts are not bought or sold to take advantage of hoped for price movement. Other than
effecting trades to reflect a possible adjustment in the composition of the Index or the weightings among its components, the only regular trading performed by Beeland Management is for the purpose of rolling positions from near delivery dates to
later delivery dates in order to ensure that the Partnership will not take actual delivery of a physical commodity. These rolling trades, made pursuant to a predetermined formula and rules, are placed and effected, to the extent possible, as spread
transactions, in which the Partnership simultaneously buys and sells futures contracts corresponding to the same commodity, but for delivery in different months.

The Partnerships principal objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The performance of the Partnership is not correlated with traditional
securities markets. In other words, the performance of the Partnership is largely independent from how the traditional equity and debt markets perform. Accordingly, the Partnerships returns will not necessarily increase when that of stocks or
bonds increase and will not necessarily decrease when that of stocks or bonds decrease. However, the Partnership will not necessarily perform better when traditional markets decline, or perform worse when the traditional markets are rising.

The Partnership pays a monthly management fee to Beeland Management equal to 0.08333% of the average monthly sum of all limited partner
capital accounts at the close of each month (1.00% per annum). The Partnership pays the costs of executing and clearing its trades, its administrative expenses, compensation due to its selling agents, and any extraordinary expenses which it may
incur.

MF Global Inc. acts as the futures commission merchant for the Partnership, and The Price Futures Group, Inc. acts as introducing
broker for the Partnership.



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The Partnership is open-ended and may offer Units at the net asset value as of the first day of each
month, although it was not doing so as of December 31, 2008. Unitholders normally may be redeemed upon 10 business days written notice to the Partnerships administrator and subscription and redemption agent, Fund Dynamics.
However, until completion of the audit of the Partnerships financial statements for 2005 through 2008 and the establishment of audited unit net asset values, units may be redeemed upon 6 business days written notice to the general
partner, Beeland Management Company, LLC, in connection with a special redemption (whereby redemption proceeds are currently available only in part).

Regulation

Under the Commodity Exchange Act, as amended (the CEA), commodity exchanges and futures trading are
subject to regulation by the Commodity Futures Trading Commission (the CFTC). National Futures Association (NFA), a registered futures association under the CEA, is the only non-exchange self-regulatory
organization for futures industry professionals. The CFTC has delegated to NFA responsibility for the registration of commodity trading advisors, commodity pool operators, futures commission merchants,
introducing brokers and their respective associated persons and floor brokers and floor traders. The CEA requires commodity pool operators and commodity trading advisors, such as Beeland Management, and commodity
brokers or futures commission merchants and introducing brokers, such as MF Global and The Price Group to be registered and to comply with various reporting and record keeping requirements. The CFTC may suspend a commodity pool operators or
trading advisors registration if it finds that its trading practices tend to disrupt orderly market conditions or in certain other situations. In the event that the registration of Beeland Management as a commodity pool operator or a commodity
trading advisor were terminated or suspended, Beeland Management would be unable to continue to manage the business of the Partnership. Should Beeland Managements registration be suspended, termination of the Partnership might result.

In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long or
net short position which any person may hold or control in particular commodities. Most exchanges also limit the changes in futures contract prices that may occur during a single trading day.

(i) through (xii) - not applicable.

(xiii) the Partnership has no employees.

(d) Financial information about geographic areas

The Partnership does not engage in material operations in foreign countries (although it does trade from the United States on foreign futures exchanges),
nor is a material portion of its revenues derived from foreign customers.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

You may lose a substantial amount of your investment if
futures prices, which are highly unpredictable and volatile, do not increase.

Participation in a volatile market could produce
substantial losses for the Partnership. 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 Partnership will depend on whether the futures and forward contracts which Beeland Management purchases for the Partnerships portfolio to
replicate the Index increase in price. If these prices increase, the Partnership will be profitable if such trading profits exceed the fees and expenses of the Partnership. If these prices do not increase, the Partnership 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.



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The bankruptcy of Refco Capital Markets, Ltd. may have a negative impact on the Partnership.

Final distributions from Refco Capital Markets have yet to be determined and no recoveries from the Refco Capital Markets Litigation Trust seeking recoveries in the name
of Refco Capital Markets for the benefit of the Partnership and others from third parties have yet been realized. Accordingly, there can be no assurance that the Partnership will not be negatively affected by the extraordinary litigation and related
expenses incurred by the Partnership due to the bankruptcy of Refco Capital Markets.

The Rogers International Commodity Index is likely to be volatile
and could suffer from periods of prolonged decline in value.

The Rogers International Commodity Index, upon which the
Partnerships trading will be based, is likely to be volatile and could suffer from periods of prolonged decline in value. The Index is comprised of 36 different commodities. At any time, the price of any component commodity of the Index may be
affected by various factors, such as the weather or world political or economic events. The Partnerships success depends on the increasing price of the raw materials represented by the Index. Investors will receive a positive return on
investment only if the price of raw materials increases at a rate that exceeds the management, subscription and other fees involved. Given the highly unpredictable and volatile nature of futures prices, the price movements of the raw materials
comprising the Index should be viewed over a longer period of time. Beeland Management believes that investors should view their investments as at least a two-year commitment.

Because the Rogers International Commodity Index is highly concentrated in energy oriented raw materials, prolonged decline in value in those commodities would have a negative impact on the Partnerships
performance.

Approximately 44% of the component commodities on the Rogers International Commodity Index are energy oriented, including
21% in crude oil and 14% in brent oil. Accordingly, a decline in value in such raw materials would adversely affect the performance of the Partnership. Technological advances or the discovery of new oil reserves could lead to increases in worldwide
production of oil and corresponding decreases in the price of crude oil. In addition, further development and commercial exploitation of alternative energy sources, including solar, wind or geothermal energy, could lessen the demand for crude oil
products and result in lower prices. Absent amendment of the Index to lessen or eliminate the concentration of existing energy contracts in the Index or to broaden the Index to account for such developments, the Index and the value of the
Partnership could decline.

Commodity futures have inherent leverage.

The low margin deposits normally required for commodity futures contracts (typically 2% to 15% of the value of the contract purchased or sold) result in a relatively small adverse price movement in a contract possibly
producing immediate and substantial losses to the investor. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the contract would, if the contract is then closed out,
result in a total loss of the margin deposit before any deductions for brokerage commissions. A decrease of more than 10% would result in a loss of more than the total margin deposit. Thus, like other leveraged investments, any position may result
in losses in excess of the amount invested.

When the market value of a particular open position changes to a point where the margin on
deposit in the Partnerships account does not satisfy the applicable maintenance margin requirement imposed by the clearing broker, the Partnership will receive a margin call from the clearing broker. If the Partnership does not satisfy the
margin call within a reasonable time (which may be as brief as a few hours) the clearing broker will close out the position.



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Investing in units might not provide the desired diversification of your overall portfolio.

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

The performance of the Partnership is not correlated with the traditional securities markets. In other words, the performance of the Partnership is largely independent from how the traditional equity and debt markets
perform. Accordingly, the Partnerships returns will not necessarily increase when those of stocks or bonds increase and will not necessarily decrease when those of stocks or bonds decrease. However, the fact that the Partnerships
performance is non-correlated with traditional securities markets does not mean that the Partnerships performance has a negative correlation with such markets. In other words, the Partnership will not necessarily perform better when
traditional markets decline, or perform worse when the traditional markets are rising. Rather, the Partnerships results may parallel either stocks or bonds, or both, during significant periods of time.

An investment in the Partnership could increase rather than reduce overall portfolio losses during periods when the Partnership, as well as stocks and
bonds, decline in value. There is no way of predicting whether the Partnership will lose more or less than stocks and bonds in declining markets. You must not consider the Partnership to be a hedge against losses in your stock and bond portfolios.
You should consider whether diversification in itself is worthwhile even if the Partnership 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 Partnership 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 Partnership to realize profits or limit losses.

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

The Partnership 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 Partnership could have its trading disrupted if the exchanges on which the Partnership 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 Partnership 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 Partnership could lose these assets if, for example, any of the above parties were to become insolvent or bankrupt. In such event, the Partnership 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 Partnership or its general partner.



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The Partnership 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 Partnership will trade certain commodities on exchanges located outside the United
States. 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; moratoriums, and political or diplomatic
events. It will also likely be more costly and difficult for the Partnership 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 Partnership.

Other investors replicating the Index

The Index has been licensed to entities other than Beeland. Accordingly, the risks associated with liquidity and competition for available contracts may
be increased.

The operating history of the other commodity pool managed by Beeland Management may not be indicative of the Partnerships
performance.

Beeland Management currently operates one other active commodity pool. As with the Partnership, 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 Partnership would perform in the future. This is partly due to the fact that the other
commodity pool charges substantially lower fees than the Partnership.

The trading methodology utilized by the Partnership may not be successful under
all or any market conditions.

Beeland Management utilizes a series of rules which, in turn, generally generates trading instructions
designed to produce a portfolio of trades in commodities which should track the Index. Pursuant to these rules, futures contracts are rolled from near delivery months to later months. However, because trading in such later months may be more
volatile, due to less liquidity, the rules and Beeland Managements program chooses delivery months where there is greater depth and liquidity. In addition, at any moment in time, some commodities in the Partnership will be over-represented
while others will be under-represented when compared to the Index. Accordingly, as the total value of the Partnership increases and decreases (typically because of new subscriptions or withdrawals), trades will be effected in order to better
correlate the composition of the Partnership with the composition of the Index. Beeland Management enters trades consistent with those rules. 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 Partnership must pay brokerage fees, management fees, legal, accounting and reporting expenses and filing fees regardless of whether it realizes
profits. Accordingly, the Partnerships trading profits and interest income must equal or exceed its trading losses, fees and expenses to avoid depletion or exhaustion of its assets.

Conflicts of interest exist which may diminish the value of limited partners investments.

Conflicts of interest exist in the structure and operation of the Partnerships business. The Partnership generally has no procedures in place to
resolve conflicts of interest. The value of limited partners investments in the Partnership may be diminished by actions or omissions which independent third parties could have prevented or corrected. The Partnerships conflicts include:

Beeland Management is also the general partner, commodity pool operator and trading advisor for another commodity pool. A potential
conflict of interest may arise if any situation arises in which the Partnership is in competition with that pool. For example, if both pools are buying positions at the same time, this may drive up the price resulting in higher prices for both
pools.



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

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 Partnership.

The fees and commissions and other terms applicable to the general partners
business dealings with the Partnership were not negotiated on an arms-length basis.

Price Futures Group is the introducing broker which
introduces trades to MF Global and as such receives a portion of the commissions. The fees and commissions and other terms applicable to the general partners business dealings with the Partnership were not negotiated on an arms-length basis.
Accordingly, we cannot assure you that the terms are as favorable to the Partnership as could have been obtained from others.

You will be limited in
your ability to transfer units.

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. You may not transfer your units without giving prior written notice to the Partnerships general partner. A transferee
cannot become a limited partner without the approval of the Partnership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 Partnerships
general partner. The transferee must also provide the Partnerships general partner with written acceptance of the Partnership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 Partnership. No public market for the Partnerships units exists or is contemplated in the foreseeable future.

Substantial restrictions and conditions are also imposed upon the redemption of units. Limited Partners may only redeem units as of the end of each month
after furnishing Beeland Management with 10 days prior written notice of the limited partners desire to redeem units, although currently, redemption proceeds are available only in part. Currently, as the Partnership is undergoing a special
redemption process, the Partnership requires written notice to be received 6 business days prior to month end to redeem units to achieve the valuation per that month end.

The units will not be a liquid investment.

Limited partners will have to depend on their limited and
restricted transfer and redemption rights, as described above, 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.

Substantial redemptions of units could require the Partnership 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 Partnership.

Since limited partners will not participate in management of the Partnerships business, they must rely on Beeland
Management to adequately manage the Partnerships affairs.

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



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The Partnership may terminate early, which could disrupt your overall investment portfolio plan.

Unforeseen circumstances, including withdrawal of the Partnerships general partner, could cause the Partnership to terminate prior to its stated
termination date of December 31, 2020. Early termination of the Partnership 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 purchase units for their own account. 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 Partnership because the dissolution of the Partnership would terminate Beeland
Managements compensation from the Partnership. Any investments in the Partnership 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.

Since the Partnership will only trade in certain markets, an investment in the Partnership, alone, will not diversify an investors
portfolio.

The Partnerships general partner will initially trade futures and forwards contracts on commodity exchanges. While the
Partnership 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 Partnership will engage only in the trading of commodity futures contracts and forward
contracts, an investment in the Partnership, alone, will not add diversification to an investors portfolio. Ordinarily and for most investors, an investment in the Partnership should be made only if an investors overall portfolio is
diversified into other markets and an investment in the Partnership represents only a small percentage of the investors overall investment portfolio.

Exchange trading limits may require the Partnership to liquidate positions at undesirable times, resulting in reduced profitability.

Most exchanges limit the amount of fluctuation in commodity futures contract prices on a single trading day.

Trading instructions
may have to be modified and positions held by the Partnership may have to be liquidated, in order to avoid exceeding these trading limits. Such modification or liquidation could adversely affect the operations and profitability of the Partnership.

The offering of units has not been subject to independent review.

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

Regulations governing the futures market may change and could adversely affect the
Partnerships operations.

Federal agencies including the CFTC, the SEC and the Board of Governors of the Federal Reserve System
regulate certain activities of the Partnership and the Partnership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



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changes may occur, or the effect of any such changes on the Partnership. The effects could be substantial. The Partnership is not aware of any pending or
threatened regulatory developments that might materially affect the Partnership. However, regulatory initiatives could develop suddenly and without notice.

Since the Partnership is not a regulated investment company you will not have the protections provided by statutes regulating those companies.

The Partnership 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.

Limited partners will owe taxes on the Partnerships profits but will very likely never receive any distributions from the Partnership.

The Partnership is not required to make any distributions, and it is likely that no distributions will ever be made because the
principal objective of the Partnership 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 Partnership ends, on your distributive share of all items of partnership profits for such taxable year of the Partnership. Even if distributions are made, the distributions may not equal the taxes payable by you on your share of the
Partnership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 Partnership 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 Partnership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 gain or loss, respectively.

You could owe tax on your share of the Partnerships ordinary income despite overall losses.

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

If the Partnerships and the limited partners tax returns are audited, you may be required to pay back taxes, interests and penalties.

There is no assurance that the Partnerships tax return will not be audited by the IRS or that adjustments to the Partnership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 Partnerships tax return may result in an audit of an
investors own tax return.

A change in tax laws could adversely affect the tax treatment of an investment in the Partnership.

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.



|ITEM 2. | PROPERTIES
|------- | ----------

The Partnership does not own or use any
physical properties in the conduct of its business. Beeland Management conducts the Partnerships trading activities and performs certain administrative services for the Partnership from its offices.



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|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

Beeland Management Company,
L.L.C., Walter Thomas Price III, James Beeland Rogers, Jr., Robert Mercorella and Allen Goodman have been named as defendants, and the Partnership as a nominal defendant, in a class and derivative action filed in the United States District Court for
the Southern District of New York by Connie M. Watkins and John V. Watkins. The complaint alleges that the defendants breached their fiduciary obligations to the Partnership in causing or allowing the transfer of Partnership assets to Refco Capital
Markets and seeks judgment and other relief declaring defendants responsible for the loss of any Partnership assets, or, alternatively, compensatory damages in an unspecified amount, plaintiffs costs and attorneys fees and other relief.
This matter is currently stayed pending the resolution of personal jurisdiction issues in the Lane case discussed below.

Beeland
Management Company, L.L.C., Walter Thomas Price III, Allen D. Goodman and James Beeland Rogers, Jr. have been named as defendants, and the Partnership as a nominal defendant, in a class action and derivative action filed in the United States
District Court for the Northern District of Illinois by Steven L. Lane and Pamela I. Lane, as Trustees of the Lane Family Trust dated April 10, 2001. The complaint alleges that the defendants breached their fiduciary duties to the
Partnership in the management of the Partnership and were negligent in connection with the transfer of Partnership assets to Refco Capital Markets and sought judgment for damages in an unspecified amount, costs and attorneys fees and class
certification of the Partnerships limited partners. Following defendants motion to dismiss, plaintiffs voluntarily withdrew their complaint from federal court and filed a similar complaint in the Circuit Court of Cook County,
Illinois, which was later amended to add Connie M. Watkins and John V. Watkins as plaintiffs. On March 1, 2007, the Court granted plaintiffs certain discovery related to personal jurisdiction over defendant James Rogers in this matter.
This personal jurisdiction dispute between plaintiffs and defendant Rogers is still ongoing. All defendants have moved to dismiss the Amended Complaint, and those motions remain pending.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No
matters were submitted to a vote of limited partners during fiscal year 2008.

PART II



|ITEM 5. | MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED PARTNER MATTERS AND ISSUER PURCHASES OF LIMITED PARTNERSHIP UNITS
|------- | -------------------------------------------------------------------------------------------------------------------------------

(a) Market Information. There is no established market for the Units, and none is likely to develop. Units normally may be redeemed upon
10 days written notice to the Partnerships administrator and subscription and redemption agent, Fund Dynamics, Inc., 141 W. Jackson Blvd., Suite 1340A, Chicago, IL 60604. Until completion of the audit of the Partnerships financial
statements for 2005 through 2008 and the establishment of audited unit net asset values, Units may be redeemed pursuant to the Partnerships special redemption upon 6 business days written notice to Beeland Management at 141 W. Jackson
Blvd., Suite 1340A, Chicago, Illinois 60606, fax (312) 264-4303 or (877) 423-3526. Currently, redemption proceeds will be paid only in part.

(b) Holders. There were approximately 2,032 Limited Partners at December 31, 2008.

(c) Dividends. The Fund has not paid any dividends.

(d) Securities Authorized for Issuance Under Equity
Compensation Plans. There are no securities authorized for issuance under equity compensation plans.

(e) Recent Sales of
Unregistered Securities; Use of Proceeds from Registered Securities. There have been no sales of unregistered securities of the Partnership during 2006, 2007, or 2008.

(f) Issuer Purchases of Equity Securities. Unitholders may redeem their Units at the end of each calendar month at the then current month-end
Net Asset Value per Unit. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed. Currently, as described herein, month-end Net Asset Value per Unit is estimated only and
redemption proceeds are being paid only in part. There can be no assurance that redemption proceeds based on estimated values will be paid in full.



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The following table summarizes the redemptions by Unitholders during the fourth calendar quarter of 2008:



|                  |  |                |  |                                     
|----------------- |  | -------------- |  | ------------------------------------
|Month             |  | Units Redeemed |  | EstimatedRedemption DateNAV per Unit
|October 31, 2008  |  | 6,045.07       |  | 160.19                              
|November 30, 2008 |  | 6,966.30       |  | 141.56                              
|December 31, 2008 |  | 5,669.96       |  | 130.89                              
|                  |  |               
|Total             |  | 18,681.33      |  |                                     

The Redemption Date Net Asset Values per Unit during the fourth quarter of 2008 are estimates only
and do not reflect any possible impact of Refco Capital Markets bankruptcy on the financial position of the Partnership. Until completion of the audit of the Partnerships financial statements for 2005 through 2008, it is not possible to
provide final Partnership Net Asset Value information for the fourth quarter of 2008. The actual redemption amount of Units redeemed after September 30, 2005 will reflect the Partnerships aggregate recoveries from the Refco Capital
Markets bankruptcy as well as all expenses incurred in connection with recovering Partnership assets from Refco Capital Markets, whether such expenses were incurred before or after the effective date of a post September 30, 2005
redemption date.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

The Selected Financial
Data for the periods ended December 31, 2008, 2007, 2006, and 2005 is estimated only and has not been audited. Total assets for 2005, 2006, 2007, and 2008 include assets, and for 2006, Trading Gains and Losses, Net
income (loss) and Net income (loss) per unit include assets involved in the Refco Capital Markets bankruptcy. The Selected Financial Data for the years ended December 31, 2004 is taken from the audited financial statements of
the Partnership.



|                           |  |                           |             |   |                           |   |                           |  |   |                           |   |                         |   |             |  |   |           
|-------------------------- |  | ------------------------- | ----------- | - | ------------------------- | - | ------------------------- |  | - | ------------------------- | - | ----------------------- | - | ----------- |  | - | ----------
|                           |  | December 31,2008Unaudited |             |   | December 31,2007Unaudited |   | December 31,2006Unaudited |  |   | December 31,2005Unaudited |   | December 31,2004Audited
|Trading gains and (losses) |  | $                         | (33,231,867 | ) |                           | $ | 23,017,013                |  | $ | 276,316                   |   |                         | $ | 10,430,200  |  | $ | 2,616,463 
|                           |  |                           |             |   |                          
|Total expenses             |  | $                         | 2,422,886   |   |                           | $ | 2,389,537                 |  | $ | 2,907,247                 |   |                         | $ | 1,759,196   |  | $ | 896,849   
|                           |  |                           |             |   |                          
|Net income (loss)          |  | $                         | (35,654,753 | ) |                           | $ | 20,627,476                |  | $ | (2,630,931                | ) |                         | $ | 8,671,004   |  | $ | 1,719,614 
|                           |  |                           |             |   |                          
|Net income (loss) per unit |  | $                         | (99.31      | ) |                           | $ | 44.95                     |  | $ | (5.07                     | ) |                         | $ | 27.04       |  | $ | 20.91     
|Total units outstanding    |  |                           | 358,294     |   |                           |   | 426,313                   |  |   | 540,172                   |   |                         |   | 568,605     |  |   | 169,135   
|                           |  |                           |             |   |                          
|Total assets               |  |                           | 49,734,263  |   |                           |   | 100,640,234               |  |   | 107,498,468               |   |                         | $ | 114,247,119 |  | $ | 29,737,367
|Total obligations          |  |                           | 2,834,186   |   |                           |   | 2,500,205                 |  |   | 7,428,051                 |   |                         | $ | 6,025,701   |  | $ | 2,118,451 



|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

INTRODUCTION

The Partnerships principal objective is to provide an alternative investment vehicle for
investors with diversified investment portfolios. The Partnerships trading is designed to replicate the positions which comprise the



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Rogers International Commodity Index. The Partnership invests and trades in a portfolio of commodity futures and forward contracts. The Partnership invests
and trades solely on the long side of the market. Beeland Management, as general partner, manages all business of the Partnership.

CAPITAL
RESOURCES

The Partnership will raise additional capital only through the sale of Units offered pursuant to a continuing offering, although
at December 31, 2008, the Partnership was not offering its Units, and does not intend to raise any capital through borrowing. Due to the nature of the Partnerships business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.

LIQUIDITY

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

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

Other than these limitations on liquidity, which are inherent in the Partnerships
futures trading operations, and the limitations on liquidity discussed below, the Partnerships assets are expected to be highly liquid.

As described herein, Refco Capital Markets, Ltd. has yet to distribute a portion of the Refco Capital Markets bankruptcy settlement proceeds and the Partnership is entitled to participate in recoveries of the Refco Capital Markets
Litigation Trust. Because the audit of the Partnerships financial statements for 2005 through 2008 is not complete as of the filing date hereof, the Partnership is able to provide only estimated values for its Units. Nevertheless, the
Partnership is continuing its operations tracking the Rogers International Commodity Index, at a 100% level and provides monthly special redemptions which allow limited partners to receive a portion of the Partnerships assets attributable to
their interests in the Partnership, with the balance of their redemption proceeds to be distributed once such audit is complete, which is anticipated to be later in the second quarter of 2009. Such redemption proceeds will reflect aggregate
Partnership recoveries from Refco Capital Markets bankruptcy as well as all expenses incurred in connection with recovering the Partnerships assets from Refco Capital Markets.

RESULTS OF OPERATIONS

The Partnerships net income or
loss is directly related to changes in the value of the Index, which the Partnership is designed to replicate, and is not dependent on trading decisions made by Beeland Management apart from balancing positions to track the Index. In periods of
general market inflation, Beeland Management would expect the value of the Index to increase. The Partnerships performance may be negative in years when the Indexs performance is positive due to fees charged.

The components of the Partnerships return are normally the gains and losses recognized from the changes in futures market prices and the interest
income earned on cash balances. The mechanics and rules of futures markets allow the Partnership to earn interest on between approximately 90% to 100% of its assets. The bankruptcy of Refco Capital Markets will, however, have an impact on the actual
return of the Partnership to investors for 2008. The magnitude of that impact cannot be accurately assessed as of the date of the filing of this Annual Report.



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##### Table of Contents

At December 31, 2008, 2007, and 2006, the Partnerships net assets were $46,900,077,
$98,140,029, and $100,070,417, respectively.



|                               |  |             |   |  |            |   |  |            |  
|------------------------------ |  | ----------- | - |  | ---------- | - |  | ---------- | -
|Net Revenues                   |  | 2008        |   |  | 2007       |   |  | 2006       |  
|Realized net trading gain      |  | (33,861,720 | ) |  | 19,105,827 |   |  | 1,932,317  |  
|Unrealized trading gain (loss) |  | (1,930,581  | ) |  | 596,066    |   |  | (2,628,921 | )
|Interest income*               |  | 2,746,878   |   |  | 3,537,360  |   |  | 1,240,497  |  
|Foreign exchange gain (loss)   |  |            |   |  | (1,644     | ) |  | (2,563     | )
|                               |  |             |  
|Total Net Revenues             |  | (33,045,423 | ) |  | 23,237,609 |   |  | 541,330    |  



|                         |  |           |  |           |  |          
|------------------------ |  | --------- |  | --------- |  | ---------
|Operating Expenses       |  | 2008      |  | 2007      |  | 2006     
|Brokerage commissions    |  | 186,444   |  | 220,596   |  | 265,014  
|Management fees          |  | 945,946   |  | 868,174   |  | 876,149  
|Administrative fees      |  | 1,476,940 |  | 1,521,363 |  | 2,031,098
|                         |  |           | 
|Total Operating Expenses |  | 2,609,330 |  | 2,610,133 |  | 3,172,261



|* | Interest income for 2006 included a write down of $387,653 of interest income earned in 2005 pursuant to a determination by the Bankruptcy Court that interest earned on certain
assets held at Refco Capital Marketswould be for the benefit of all securities customers, as well as, the Partnership.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2008

2008 was a volatile year for the Fund. The first six months of the year, the Fund was up 28.22% as commodity prices across all sectors hit
all time highs. However, as 2008 progressed, the commodity markets were not spared the deleveraging and forced liquidation that hit all asset classes and world markets. The failure of various worldwide financial institutions and subsequent credit
crisis were the catalyst for extreme liquidations that followed. The Funds year to date performance was down -43.14%. Although traditionally commodities have not been correlated with stocks, bonds, and real estate, the commodity asset class as
measured by the major commodity indices suffered one of its most severe draw downs on record.

The Fund allocates to three
sectors of the marketplace: agriculture, energy and metals. During 2008, all sectors had negative returns, although energy, with a return of -25.75% on average assets, incurred a steeper decline than both agriculture and metals with returns of
-11.28% and -9.56%, respectively.

The Fund is currently closed to new investment, thus there were subscriptions totaling
$0 for 2008. The total value of redemptions processed by the Fund in 2008 was $15,585,199.

2007

2007 proved to be one of the best years for performance in the Funds history as the Fund returned approximately 24.26%. Most of the
gains were realized beginning after May of 2007. Through May, the Fund was up only 2.03%. From June through December, the Fund returned 21.79%; September was the month with the best performance, returning approximately 8.66%.

The Fund allocates to three sectors of the marketplace: agriculture, energy and metals. During 2007, all sectors had positive returns,
although energy, with a return of 14.76% on average assets, far outpaced both agriculture and metals with returns of 4.74% and 0.89%, respectively.

Brent and crude oil were the funds top grossing investments for 2007 with gross returns exceeding $12.2 million dollars. Wheat also saw its price rise in 2007 which yielded over $2.9 million dollars for the
Partnership. Also performing well were soybeans and RBOB gasoline, each with approximately $1.2 million dollars of gross returns.



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##### Table of Contents

By factoring the gross returns by the amounts allocated to any one commodity one can
compare the constituent commodities performance. For 2007, wheat was the Funds top performer with a return of approximately 43.84% on average assets. Also returning slightly more than 43% for the year were lead and soybeans.

The Fund is designed to track the Rogers International Commodity Index, or
RICI©. The RICI tracks 36 different commodities within the sectors of agriculture, energy and metal. Due to concerns related to the funds encumbered by the Refco bankruptcy, the Fund
reduced its application of net assets to the RICI© by 10% from January 2007 through August 2007, then by 5% from September 2007 through December 2007. Due to this reduced application, as
well as expenses incurred throughout the year, the Fund returned 24.26% for 2007 while the RICI© returned 30.01%. The Fund began tracking the RICI to 100% of its net assets beginning
January 1, 2007.

The Fund is currently closed to new investment, thus there were subscriptions totaling $0 for 2007.
The total value of redemptions processed by the Fund in 2007 was $22,557,864.

2006

2006 was the first year of losses for the Fund since 2001. The energy sector, which produced consistent gains during 2005 and 2004, became
much more volatile in 2006. The first half of the year alternated back and forth between gains and losses. Gains in the energy sector, one month, were replaced by losses the next. Eventually, the sector could not overcome the losses, and began
dropping in July to end down approximately 17% for the year.

The metals sector in 2006 steadily increased for the first
half of the year as many metals, such as gold, reached all-time market highs. The sector had its most substantial decline in the months of May and June, but recovered in the following months and continued a modest upward trend for the remainder of
the year.

The agricultural sector remained level for the first half of the year. No significant gains or losses were
experienced, however, after a drop off in the agricultural sector for the third quarter of 2006, the entire sector began to rise for the last quarter of the year.

The Partnership pays various fees and expenses on a continuing basis which include management fees, subscription fees, and brokerage commission and transaction fees.

Cash flows used in operating activities were used primarily to purchase U.S. Government obligations. The remaining cash was provided by realized trading
gains and interest and was used for operating expenses net of any payables and receivables.

Cash flows provided by financing activities
were from the sale of Units, net of any subscription fees paid and any subscriptions receivable, and reduced by redemptions of Units. The Partnership has not sold any Units since September 30, 2005, and is currently not offering Units for sale.

OFF-BALANCE SHEET RISK

The term
off-balance sheet risk refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Partnership trades primarily in futures and forward contracts and
may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as
interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the open positions of the Partnership at the same time, the Partnership could experience substantial losses.



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In addition to market risk, in entering into futures, forward, or other over the counter contracts there
is a credit risk that a counterparty will not be able to meet its obligations to the Partnership. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In
general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In
cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions. In off-exchange transactions, traders must rely solely on the credit of
their counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may require collateral in the over-the-counter markets.

CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS

Beeland Management believes that the accounting policies that are most critical to the Partnerships financial condition and results of operations relate to the valuation of the Partnerships positions. The
majority of the Partnerships positions are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges. Any spot or forward foreign currency contracts held by the Partnership will also be valued at
published daily settlement prices or at dealers quotes. Thus, Beeland Management expects that under normal circumstances substantially all of the Partnerships assets are valued on a daily basis using objective measures.

OFF-BALANCE SHEET ARRANGEMENTS

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

CONTRACTUAL OBLIGATIONS

The Partnership does not enter into any contractual obligations or commercial commitments to make future payments of a type that would be typical for an
operating company or that would affect its liquidity or capital resources. The Partnerships sole business is trading futures, forward, and other over the counter contracts. All such contracts are settled by offset, not delivery. The
Partnerships Financial Statements, included in Item 8 of this report, present an unaudited Schedule of Investments setting forth unrealized gain and unrealized loss on the Partnerships open futures contracts at December 31,
2008.



|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

INTRODUCTION

The Partnership is a speculative index fund designed to replicate positions in a commodity index. The market
sensitive instruments held by it are acquired for speculative purposes, and all or a substantial amount of the Partnerships assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments
is integral, not incidental, to the Partnerships main line of business.

Market movements can produce frequent changes in the fair
market value of the Partnerships open positions and, consequently, in its earnings and cash flow. The Partnerships market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest
rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Partnerships open positions and the liquidity of the markets in which it trades.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnerships speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnerships experience to date (i.e., risk of ruin). In light of this, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this
section should not be considered to constitute any assurance or representation that the Partnerships losses in any market sector will be limited to Value at Risk or by the Partnerships attempts to manage its market risk.



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Standard of Materiality

Materiality as used in this section, Quantitative and Qualitative Disclosures About Market Risk, is based on an assessment of reasonably possible market movements and the potential losses caused by such
movements, taking into account the leverage, and multiplier features of the Partnerships market sensitive instruments.

QUANTIFYING THE
PARTNERSHIPS TRADING VALUE AT RISK

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Partnerships market risk exposures contain forward-looking statements within the
meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk
sensitive instruments held at the end of the reporting period).

The Partnerships risk exposure in the various market sectors traded
by the Partnership is quantified below in terms of Value at Risk. Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed
95-99% of the maximum one-day losses at fair value of any given contract incurred during the time period over which historical price fluctuations are researched for purposes of establishing margin levels. The maintenance margin levels are
established by exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation.

THE PARTNERSHIPS TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS

The followings tables indicate the trading Value at Risk associated with the Partnerships open positions by market category as of December 31, 2008 and 2007, respectively.

2008



|              |  |               |           |                       |       |  
|------------- |  | ------------- | --------- | --------------------- | ----- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |      
|Agricultural  |  | $             | 1,637,399 |                       | 3.49  | %
|Metals        |  | $             | 1,546,579 |                       | 3.30  | %
|Energy        |  | $             | 2,466,314 |                       | 5.26  | %
|              |  |              
|TOTAL:        |  | $             | 5,650,292 |                       | 12.05 | %

2007



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,305,891 |                       | 1.33 | %
|Metals        |  | $             | 1,460,030 |                       | 1.49 | %
|Energy        |  | $             | 2,180,177 |                       | 2.22 | %
|              |  |              
|TOTAL:        |  | $             | 4,946,098 |                       | 5.04 | %



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MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK

The face value of the market sector instruments held by the Partnership may typically be many times the applicable maintenance margin requirement
(maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as potentially many times the capitalization of the Partnership. The magnitude of the Partnerships open positions could create
a risk of ruin not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions  unusual, but historically recurring from time to time  could cause the Partnership to
incur severe losses over a short period of time. The Value at Risk tables  as well as the past performance of the Partnership  give no indication of this risk of ruin.

NON-TRADING RISK

The Partnership may experience non-trading
market risk on any foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are expected to be immaterial. The Partnership also may have non-trading market risk as a result of investing in U.S.
Treasury instruments. The market risk represented by these investments is expected to be immaterial.

The Partnership has exposure to loss
due to litigation expenses incurred in connection with the bankruptcy of Refco Capital Markets that may not be recovered. The Partnership is seeking, through participation in the Refco Capital Markets Litigation Trust, to recover at least the
difference between the amount of Partnership assets initially involved in the Refco Capital Markets bankruptcy and expenses incurred in seeking recoveries and the amount it receives from its settlements with Refco Capital Markets and Refco LLC. The
Refco Capital Markets Litigation Trust has brought claims against third parties seeking in excess of $2 billion in recoveries, and Beeland Management believes, on the basis of information received from the Trustee overseeing the Litigation Trust,
that the Litigation Trust has viable meritorious claims against such third parties; however, there can be no assurance that litigation pursued by the Litigation Trust will be successful or that the Partnership will not incur a loss of assets due to
the Refco Capital Markets bankruptcy.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

The following qualitative disclosures regarding the Partnerships market risk exposures  except for those disclosures that are statements of
historical fact  constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnerships primary market risk exposures are subject to
numerous uncertainties, contingencies and risks. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new
market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures of the Partnership. There can be no assurance that the Partnerships current market exposure
will not change materially. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The
following were the primary trading risk exposures of the Partnership as of December 31, 2008 by market sector.

Energy.The
Partnerships primary energy market exposure is to crude oil pricing movements, often resulting from political developments in the Middle East. Oil prices can be volatile and substantial profits and losses have been and are expected to continue
to be experienced in this market.

Metals.The Partnerships primary metal market exposure is to fluctuations in the price of
aluminum, copper, gold, silver and zinc. Each of these metals is subject to substantial pricing fluctuations based on international supply and demand.

Agricultural.The Partnerships primary commodities exposure is to agricultural pricing movements in wheat, corn, soybeans, cotton, and coffee. Each of these are often directly affected by severe or
unexpected weather conditions or by the level of import and export activity between countries.



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QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

General

Other than as described in Item 1(a) above, and elsewhere in this Annual Report with respect
to the bankruptcy of Refco Capital Markets, the Partnership is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or
(iii) trends or uncertainties that will have a material effect on operations. The Refco Capital Markets bankruptcy has limited the liquidity in the Partnership and has had an impact on investors ability to redeem their investments in
full. The full extent of the impact of the Refco Capital Markets bankruptcy on the Partnerships operations cannot be accurately assessed as of the date of the filing of this Annual Report. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Partnership generally will use a small percentage of assets as margin, the Partnership does not believe that any increase in margin requirements, as proposed, will have a
material effect on the Partnerships operations.

QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE

Because the Partnership is designed to replicate the composition of a commodity index, Beeland Management adjusts the Partnerships portfolio only as
necessary to accommodate expirations in particular commodity futures contracts and to adjust overall position size for changes resulting from subscriptions and redemptions to the Partnership. Beeland Management might also initiate an adjustment to
reflect a change in the commodity index itself. Except as may be involved in these situations, Beeland Management has no discretion over the positions the Partnership maintains. Consequently, Beeland Management does not apply risk management
techniques in its trading decisions as such decisions depend largely on factors such as contract expiration and the level of investor participation in the Partnership which are exogenous to market prices. The Partnership initiates positions only on
the long side of the market and does not employ stop-loss techniques.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

1. Financial Statements

Because the financial information as of December 31, 2008, 2007, and 2006 set forth herein is
estimated only, and the Partnership is currently able to provide only estimated values for its Units. No subscriptions or redemptions will be or have been made on the basis of such estimated values, which do not reflect any possible losses due to
the Refco Capital Markets bankruptcy.

During September and October, 2005, the Partnership transitioned its futures trading activity to
Refco LLC, a registered futures broker. On October 17, 2005, Refco Inc. and a number of its subsidiaries, including Refco Capital Markets, but not Refco LLC, filed voluntary Chapter 11 bankruptcy petitions with the United States Bankruptcy
Court for the Southern District of New York (the Bankruptcy Court). At the time of these bankruptcy filings, approximately $76 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets,
representing approximately 68% of the Partnerships total assets. The Partnership did not authorize the transfer of its securities to Refco Capital Markets. On October 24, 2005, the Partnership and another commodity pool managed by Beeland
Management commenced an adversary proceeding (the Adversary Proceedings) in the Bankruptcy Court against Refco Capital Markets alleging that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnerships
assets and requesting, among other things, a constructive trust and that the Court enter judgment requiring that property to be returned to the Partnership immediately. On February 28, 2006, the Bankruptcy Court ordered that a trial in the
Adversary Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order or stipulation determining a motion to convert Refco Capital Markets Chapter 11 case to a case under the stockbroker
liquidation provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14, 2006 finding Refco Capital Markets to be a stockbroker and therefore ineligible for Chapter 11 relief, but, at
the request of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity to pursue a potential global Chapter 11 plan for Refco Capital Markets and one or more other Refco entities. On or about
June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy case, and certain customers and other creditors of Refco Capital Markets (the Settlement
Agreement). On or about July 20, 2006, the Partnership joined the Settlement



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Agreement, settling its claims in the Adversary Proceedings and agreeing to receive the same rights and benefits, including the rights of distribution, as
securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court approved the settlement at a hearing held on September 14, 2006. At that hearing, a global
settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global settlement which is embodied in a disclosure statement and plan of reorganization filed by
the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006 and confirmed the plan of reorganization at a hearing held December 15, 2006. Under the
plan of reorganization, securities customers of Refco Capital Markets are expected to receive approximately 85% of the value of their securities claims. As of December 31, 2008, approximately 92.24% of the value of those claims has been
distributed in multiple distributions, and the Partnership has received $69,416,211, its pro rata share of the distributions, and has allocated them among all partners in the Partnership on a pro-rata basis, with redeemed partners receiving cash
distributions. Also, under the plan of reorganization, the Partnership will participate in any recoveries from a Refco Capital Markets Litigation Trust, formed to bring claims against third parties in the name of Refco Capital Markets, above and
beyond amounts received under the settlement with Refco Capital Markets itself.

On November 25, 2005, Refco, LLC filed its petition
for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code (the Commodity Broker Liquidation Provisions). Congress enacted the Commodity Broker Liquidation Provisions to provide specified Chapter 7
priorities and other protections for customers of commodity brokers such as Refco, LLC. As the Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership Assets be transferred
to customer segregated accounts at Refco, LLC and that those assets were improperly diverted to Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following
a three day trial in late September, the Partnership agreed to settle its claims against Refco, LLC and has received $6,227,819 in proceeds from that settlement, approximately equal to 8.28% of the value of the Partnerships claims against
Refco Capital Markets, such proceeds were allocated among all partners in the Partnership as of October 31, 2005, on a pro rata basis, with redeemed partners receiving cash distributions.

The 2006, 2007, and 2008 financial information set forth herein is estimated and unaudited. The audit of the Partnerships financial statements for
2005 through 2008 has commenced but is not expected to be final until after mid-May 2009. No subscriptions or redemptions will be or have been made on the basis of the estimated values provided in the statements below, which do not reflect any
possible losses due to Refco Capital Markets bankruptcy. Please see the notes accompanying the Partnerships financial statements.



21



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The following financial statements of The Rogers International Raw Materials Fund, L.P. are included in
Item 8:



|                                                                                                                                     |  |      
|------------------------------------------------------------------------------------------------------------------------------------ |  | -----
|                                                                                                                                     |  | Page 
|Financial Statements                                                                                                                 |  |      
|                                                                                                                                     | 
|Statements of Financial Condition as of December 31, 2008 (unaudited) and December 31, 2007
(unaudited)                              |  | 23   
|                                                                                                                                     | 
|Schedule of Investments, December 31, 2008 (unaudited)                                                                               |  | 24   
|                                                                                                                                     | 
|Schedule of Investments, December 31, 2007 (unaudited)                                                                               |  | 25-26
|                                                                                                                                     | 
|Statements of Operations for the Years Ended December 31, 2008 (unaudited), 2007 (unaudited) and 2006
(unaudited)                    |  | 27   
|                                                                                                                                     | 
|Statements of Changes in Partners Capital for the Years Ended December 31, 2008 (unaudited), 2007 (unaudited) and 2006
 (unaudited) |  | 28   
|                                                                                                                                     | 
|Notes to Financial Statements (unaudited)                                                                                            |  | 29-33



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2008 (unaudited) and 2007 (unaudited)



|                                                        |  |      |            |   |      |   |             |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------- | -
|                                                        |  | 2008 |            |   | 2007 |  
|ASSETS                                                  |  |      | (unaudited | ) |      |   | (unaudited  | )
|                                                        |  |     
|Cash at bank                                            |  | $    | 28,667,731 |   |      | $ | 2,767,954   |  
|Cash at brokers                                         |  |      | 12,960,253 |   |      |   | 10,919,674  |  
|Investment in US Government Sponsored Institutions      |  |      | 8,020,815  |   |      |   | 84,898,031  |  
|Unrealized net trading gains on open futures contracts  |  |      |           |   |      |   | 1,148,706   |  
|Interest receivable                                     |  |      | 85,464     |   |      |   | 905,869     |  
|Other                                                   |  |      |           |   |      |   |            |  
|                                                        |  |      |            |   |      |   |             |  
|                                                        |  |     
|Total Assets                                            |  | $    | 49,734,263 |   |      | $ | 100,640,234 |  
|                                                        |  |      |            |   |      |   |             |  
|                                                        |  |     
|LIABILITIES                                             |  |      |            |   |      |   |             |  
|                                                        |  |     
|Commissions payable                                     |  | $    | 8,856      |   |      | $ | 11,874      |  
|Unrealized net trading losses on open futures contracts |  |      | 844,438    |   |      |   |            |  
|Accrued management fees  General Partner               |  |      | 42,936     |   |      |   | 153,253     |  
|Administrative fees payable                             |  |      | 499,145    |   |      |   | 406,155     |  
|Redemptions payable                                     |  |      | 1,438,811  |   |      |   | 1,928,923   |  
|                                                        |  |      |            |   |      |   |             |  
|                                                        |  |     
|Total Liabilities                                       |  |      | 2,834,186  |   |      |   | 2,500,205   |  
|                                                        |  |      |            |   |      |   |             |  
|                                                        |  |     
|PARTNERS CAPITAL                                       |  |      |            |   |      |   |             |  
|                                                        |  |     
|Partners Capital                                       |  |      | 46,900,077 |   |      |   | 98,140,029  |  
|                                                        |  |      |            |   |      |   |             |  
|                                                        |  |     
|Total Liabilities and Partners Capital                 |  | $    | 49,734,263 |   |      | $ | 100,640,234 |  
|                                                        |  |      |            |   |      |   |             |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2008 (unaudited)



|                                                                               |  |             |           |                             |       |  
|------------------------------------------------------------------------------ |  | ----------- | --------- | --------------------------- | ----- | -
|                                                                               |  | MarketValue |           | Percent ofPartners Capital |      
|US Government Sponsored Institutions:                                          |  |             |           |                             |       |  
|(total cost - $8,013,065)                                                      |  |             |           |                             |       |  
|                                                                               |  |            
|US Treasury Notes Series D due 1/15/2009 at 3.250% principal amount $3,000,000 |  |             | 3,002,940 |                             | 6.40  |  
|US Treasury Notes Series W due 2/28/2009 at 4.750% principal amount $2,500,000 |  |             | 2,517,875 |                             | 5.37  |  
|US Treasury Bills due 1/22/2009 principal amount $2,500,000                    |  |             | 2,500,000 |                             | 5.33  |  
|                                                                               |  |             |           |                             |       |  
|                                                                               |  | $           | 8,020,815 |                             | 17.10 | %
|                                                                               |  |             |           |                             |       |  

Open Futures Contracts:



|                                                       |  |                    |  |              |           |   |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ------------ | --------- | - | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | Market Value |           |   | Percent of PartnersCapital |     
|Unrealized gains (97.45% US based)                     |  |                    |  |              |           |   |                             |      |  
|Energy                                                 |  | 271                |  | $            | 1,175,806 |   |                             | 2.51 | %
|Metals                                                 |  | 216                |  |              | 511,973   |   |                             | 1.09 |  
|Agricultural                                           |  | 429                |  |              | 788,204   |   |                             | 1.68 |  
|                                                       |  |                    |  |              |           |   |                             |      |  
|                                                       |  | 916                |  | $            | 2,475,983 |   |                             | 5.28 | %
|                                                       |  |                    |  |              |           |   |                             |      |  
|                                                       |  |                    | 
|Unrealized losses (99.25% US based)                    |  |                    |  |              |           |   |                             |      |  
|Energy                                                 |  | 154                |  | $            | 719,764   |   |                             | 1.53 | %
|Metals                                                 |  | 315                |  |              | 2,127,244 |   |                             | 4.54 |  
|Agricultural                                           |  | 213                |  |              | 473,413   |   |                             | 1.01 |  
|                                                       |  |                    |  |              |           |   |                             |      |  
|                                                       |  | 864                |  | $            | 3,320,421 |   |                             | 7.08 | %
|                                                       |  |                    |  |              |           |   |                             |      |  
|                                                       |  |                    | 
|Unrealized net trading gains on open futures contracts |  |                    |  | $            | (844,438  | ) |                             |      |  
|                                                       |  |                    |  |              |           |   |                             |      |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2007 (unaudited)



|                                                                                |  |             |            |                             |       |  
|------------------------------------------------------------------------------- |  | ----------- | ---------- | --------------------------- | ----- | -
|                                                                                |  | MarketValue |            | Percent ofPartners Capital |      
|US Government Sponsored Institutions:                                           |  |             |            |                             |       |  
|(total cost - $84,487,435)                                                      |  |             |            |                             |       |  
|                                                                                |  |            
|US Treasury Notes Series R due 1/31/2008 at 4.375% principal amount $1,500,000  |  |             | 1,501,635  |                             | 1.53  |  
|US Treasury Notes Series D due 11/15/2008 at 4.750% principal amount $3,000,000 |  |             | 3,003,750  |                             | 3.06  |  
|US Federal Mortgage Notes due 1/15/2008 at 5.500%, principal amount $5,000,000  |  |             | 5,001,550  |                             | 5.10  |  
|US Federal Mortgage Notes due 2/8/2008 at 4.625%, principal amount $1,000,000   |  |             | 1,000,000  |                             | 1.02  |  
|US Federal Mortgage Notes due 2/15/2008 at 3.625%, principal amount $5,000,000  |  |             | 4,993,750  |                             | 5.09  |  
|US Federal Mortgage Notes due 3/15/2008 at 2.750%, principal amount $9,000,000  |  |             | 8,966,250  |                             | 9.14  |  
|US Federal Mortgage Notes due 4/18/2008 at 4.125%, principal amount $7,500,000  |  |             | 7,490,625  |                             | 7.63  |  
|US Federal Mortgage Notes due 6/03/2008 at 4.300%, principal amount $2,000,000  |  |             | 1,997,500  |                             | 2.04  |  
|US Federal Mortgage Notes due 6/15/2008 at 5.250%, principal amount $2,500,000  |  |             | 2,508,600  |                             | 2.56  |  
|US Federal Mortgage Notes due 6/25/2008 at 5.250%, principal amount $7,500,000  |  |             | 7,528,125  |                             | 7.67  |  
|US Federal Mortgage Notes due 8/15/2008 at 3.250%, principal amount $1,000,000  |  |             | 993,440    |                             | 1.01  |  
|US Federal Mortgage Notes due 9/12/2008 at 4.875%, principal amount $6,400,000  |  |             | 6,426,048  |                             | 6.55  |  
|US Federal Mortgage Notes due 9/16/2008 at 5.000%, principal amount $3,300,000  |  |             | 3,316,500  |                             | 3.38  |  
|US Federal Mortgage Notes due 10/15/2008 at 4.500%, principal amount $5,000,000 |  |             | 5,015,650  |                             | 5.11  |  
|US Federal Mortgage Notes due 10/28/2008 At 5.300%, principal amount $3,000,000 |  |             | 3,027,060  |                             | 3.08  |  
|US Federal Mortgage Notes due 12/10/2008 At 4.300%, principal amount $4,000,000 |  |             | 4,002,520  |                             | 4.08  |  
|US Federal Mortgage Notes due 2/17/2009 At 4.875%, principal amount $2,000,000  |  |             | 2,020,620  |                             | 2.06  |  
|US Federal Mortgage Notes due 3/15/2009 At 5.750%, principal amount $6,000,000  |  |             | 6,131,280  |                             | 6.25  |  
|US Federal Mortgage Notes due 5/15/2009 At 4.250%, principal amount $6,000,000  |  |             | 6,043,140  |                             | 6.16  |  
|US Federal Mortgage Notes due 7/13/2009 At 5.125%, principal amount $2,000,000  |  |             | 2,044,380  |                             | 2.08  |  
|Other                                                                           |  |             | 1,865,608  |                             | 1.90  |  
|                                                                                |  |             |            |                             |       |  
|                                                                                |  | $           | 84,898,031 |                             | 86.51 | %
|                                                                                |  |             |            |                             |       |  



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2007 (unaudited)

Open Futures Contracts:



|                                                       |  |                    |  |              |           |                             |      |  
|------------------------------------------------------ |  | ------------------ |  | ------------ | --------- | --------------------------- | ---- | -
|                                                       |  | Number ofContracts |  | Market Value |           | Percent of PartnersCapital |     
|Unrealized gains (95.89% US based)                     |  |                    |  |              |           |                             |      |  
|Energy                                                 |  | 100                |  | $            | 1,011,288 |                             | 1.03 | %
|Metals                                                 |  | 364                |  |              | 957,330   |                             | 0.98 |  
|Agricultural                                           |  | 191                |  |              | 2,075,677 |                             | 2.12 |  
|                                                       |  |                    |  |              |           |                             |      |  
|                                                       |  | 655                |  | $            | 4,044,295 |                             | 4.12 | %
|                                                       |  |                    |  |              |           |                             |      |  
|Unrealized losses (99.99% US based)                    |  |                    |  |              |           |                             |      |  
|Energy                                                 |  | 135                |  | $            | 85,081    |                             | 0.09 | %
|Metals                                                 |  | 516                |  |              | 2,702,201 |                             | 2.75 |  
|Agricultural                                           |  | 213                |  |              | 108,307   |                             | 0.11 |  
|                                                       |  |                    |  |              |           |                             |      |  
|                                                       |  | 864                |  | $            | 2,895,589 |                             | 2.95 | %
|                                                       |  |                    |  |              |           |                             |      |  
|                                                       |  |                    | 
|Unrealized net trading gains on open futures contracts |  |                    |  | $            | 1,148,706 |                             |      |  
|                                                       |  |                    |  |              |           |                             |      |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF OPERATIONS

For the years
ended December 31, 2008 (unaudited), 2007 (unaudited) and 2006 (unaudited)



|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|------------------------------------------------------------- |  | ----------- | ----------- | - | ----------- | - | ---------- | ----------- |  | - | ---------- | -
|                                                              |  | 2008        |             |   | 2007        |   |            | 2006        | 
|                                                              |  | (unaudited) |             |   | (unaudited) |   |            | (unaudited) | 
|Trading gains (losses):                                       |  |             |             |   |             |   |            |             |  |   |            |  
|Realized net trading gains (losses)  commodities             |  | $           | (33,458,874 | ) |             | $ | 19,099,834 |             |  | $ | 1,960,822  |  
|Realized gains (losses) on securities                         |  |             | 62.563      |   |             |   | 5,992      |             |  |   | (28,505    | )
|Change in unrealized net trading gains (losses)  commodities |  |             | (1,993,144  | ) |             |   | 166,286    |             |  |   | (2,217,395 | )
|Change in unrealized gains (losses) on securities             |  |             | (402,846    | ) |             |   | 429,780    |             |  |   | (411,526   | )
|Foreign exchange gains (losses)                               |  |             |            |   |             |   | (1,644     | )           |  |   | (2,563     | )
|Commissions                                                   |  |             | (186,444    | ) |             |   | (220,596   | )           |  |   | (265,014   | )
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|Net gains (losses) from trading activities                    |  |             | (35,978,745 | ) |             |   | 19,479,653 |             |  |   | (964,181   | )
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             |            
|Investment income:                                            |  |             |             |   |             |   |            |             |  |   |            |  
|Interest income  US Government obligations                   |  |             | 2,150,740   |   |             |   | 3,051,390  |             |  |   | 598,902    |  
|Interest income  Other                                       |  |             | 596,138     |   |             |   | 485,970    |             |  |   | 641,595    |  
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             | 2,746,878   |   |             |   | 3,537,360  |             |  |   | 1,240,497  |  
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             |            
|Expenses:                                                     |  |             |             |   |             |   |            |             |  |   |            |  
|Management fees  General Partner                             |  |             | 945,946     |   |             |   | 868,174    |             |  |   | 876,149    |  
|Administrative fees                                           |  |             | 1,476,940   |   |             |   | 1,521,363  |             |  |   | 2,031,098  |  
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             | 2,422,886   |   |             |   | 2,389,537  |             |  |   | 2,907,247  |  
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             |            
|Net investment income (loss)                                  |  |             | 323,992     |   |             |   | 1,147,823  |             |  |   | (1,666,750 | )
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  
|                                                              |  |             |            
|Net income (loss)                                             |  | $           | (35,654,753 | ) |             | $ | 20,627,476 |             |  | $ | (2,630,931 | )
|                                                              |  |             |             |   |             |   |            |             |  |   |            |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

For the years ended December 31, 2008 (unaudited), 2007 (unaudited) and 2006 (unaudited)



|                                     |  |                 |             |   |                |   |            |       |  |   |             |  
|------------------------------------ |  | --------------- | ----------- | - | -------------- | - | ---------- | ----- |  | - | ----------- | -
|                                     |  | LimitedPartners |             |   | GeneralPartner |   |            | Total | 
|Partners Capital, January 1, 2006   |  | $               | 106,975,903 |   |                | $ | 1,245,515  |       |  | $ | 108,221,418 |  
|                                     |  |                 |            
|Contributions                        |  |                 | 254,514     |   |                |   |            |       |  |   | 254,514     |  
|                                     |  |                 |            
|Net income (loss)                    |  |                 | (2,597,743  | ) |                |   | (33,188    | )     |  |   | (2,630,931  | )
|                                     |  |                 |            
|Withdrawals                          |  |                 | (5,774,584  | ) |                |   |            |       |  |   | (5,774,584  | )
|                                     |  |                 |             |   |                |   |            |       |  |   |             |  
|                                     |  |                 |            
|Partners Capital, December 31, 2006 |  | $               | 98,858,090  |   |                | $ | 1,212,327  |       |  | $ | 100,070,417 |  
|                                     |  |                 |            
|Contributions                        |  |                 |            |   |                |   |           |       |  |   |            |  
|                                     |  |                 |            
|Net income                           |  |                 | 20,342,943  |   |                |   | 284,533    |       |  |   | 20,627,476  |  
|                                     |  |                 |            
|Withdrawals                          |  |                 | (22,043,658 | ) |                |   | (514,206   | )     |  |   | (22,557,864 | )
|                                     |  |                 |             |   |                |   |            |       |  |   |             |  
|                                     |  |                 |            
|Partners Capital, December 31, 2007 |  |                 | 97,157,375  |   |                |   | 982,654    |       |  |   | 98,140,029  |  
|                                     |  |                 |            
|Contributions                        |  |                 |            |   |                |   |           |       |  |   |            |  
|                                     |  |                 |            
|Net income (loss)                    |  |                 | (35,233,303 | ) |                |   | (421,450   | )     |  |   | (35,654,753 | )
|                                     |  |                 |            
|Withdrawals                          |  |                 | (15,552,600 | ) |                |   | (32,599    | )     |  |   | (15,585,199 | )
|                                     |  |                 |            
|Partners Capital, December 31, 2008 |  |                 | 46,371,472  |   |                |   | 528,605    |       |  |   | 46,900,077  |  
|                                     |  |                 |            
|Per unit data                        |  |                 | 12/31/2008  |   |                |   | 12/31/2007 |       |  |   | 12/31/2006  |  
|                                     |  |                 |             |   |                |   |            |       |  |   |             |  
|                                     |  |                 |            
|Net asset value                      |  | $               | 130.90      |   |                | $ | 230.21     |       |  | $ | 185.26      |  
|                                     |  |                 |            
|Units outstanding                    |  |                 | 358,294     |   |                |   | 426,313    |       |  |   | 540,172     |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2008 - Unaudited

Note 1. Significant Accounting Policies:

Nature of Business and Organization:Rogers International Raw Materials Fund, L.P. (the Partnership) is an Illinois Limited Partnership
that was established in May 2000. The Partnership trades a portfolio primarily of commodity futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase contracts in the over the counter marketplace under
certain circumstances. The Partnership invests and trades exclusively on the long side of the market. The Partnerships investment strategy is designed to replicate the Rogers International Commodity Index ® (the
Index) and positions are rebalanced monthly to maintain the Indexs relative weightings. The Partnership commenced trading during November 2001. The Partnership will terminate on December 31, 2020 or earlier upon certain
circumstances as defined in the Limited Partnership Agreement. The Partnerships General Partner and commodity pool operator is Beeland Management Company, L.L.C. (the General Partner).

Net Assets: The valuation of net assets includes open commodity futures, swap, and forward contracts owned by the Partnership, if any, at the end
of the period. The unrealized gain or loss on these contracts has been calculated based on closing prices on the last business day of each month. Foreign currency is translated into US dollars at the exchange rate prevailing on the last business day
of each month. Net asset value is determined by subtracting liabilities from assets, which also equals partners capital.

Profit
and Loss Allocation: Limited partners and the General Partner share in the profits and losses of the Partnership in the proportion that each partners capital account bears to the total partners capital.

Income Taxes:No provision for Federal income taxes has been made since the Partnership is not subject to taxes on income. Each partner is
individually liable for the tax on its share of income or loss.

Revenue Recognition:Commodity futures and forward contracts are
recorded on the trade date, and open positions are reflected in the accompanying statements of financial condition as the difference between the original contract value and the market value on the last business day of the reporting period. The
market value of exchange traded commodity futures and forward contracts is based upon the most recent available settlement price on the appropriate commodity exchanges. US Treasury securities and other US Government obligations are reported at
market. Changes in unrealized gains or losses represent the total increases decreases in unrealized gains or the increases or decreases in unrealized losses on open positions during the period.

Interest Income Recognition: The Partnership records interest income in the period it is earned.

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that effect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Note 2. Agreements and Related Party Transactions:

The Limited Partnership Agreement 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 responsible for the
trading decisions of the Partnership.

The Partnership pays a monthly management fee to the General Partner equal to 0.08333% of the
average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month (1.00% per annum) effective April 1, 2006.



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##### Table of Contents

As of November 1, 2005, the Partnership commenced tracking the Index at an 80% level and,
accordingly, Beeland Management reduced its management fee to a 0.8% per annum rate. January 1, 2007, the Partnership began tracking the Index at a 90% level, and, accordingly, increased its management fee to a 0.9% per annum rate. On
September 1, 2007, the Partnership began tracking the Index at a 95%, and, accordingly, increased its management fee to a 0.95% per annum rate. Effective January 1, 2008, the Partnership resumed tracking the Index at a 100% level, and
accordingly, increase its management fee to a 1.00% per annum rate.

The Partnership is responsible for the administrative and trading
expenses related to its operations. The General Partner may incur certain expenses on behalf of the Partnership and charge the Partnership for its allocable portion of these expenses.

Uhlmann Price Securities L.L.C. (Uhlmann), one of several broker-dealers selling units of the Partnership and a related party to the General
Partner, receives a share of selling fees when units are sold by its registered brokers. Effective April 1, 2006, selling fees of up to 5% of the gross offering proceeds (which includes a 3.75% reallowance to other broker dealers and a 0.5%
wholesaling fee retained by the General Partner) are charged to partners capital upon issuance of partnership units.

In addition,
there is an annual trailing servicing fee of up to 1% of the net asset value of the specific partners capital account payable to the General Partner, most of which will be paid to soliciting broker-dealers for ongoing investor services.

The Price Futures Group, Inc. (PFG), a related party to the General Partner, acts as the introducing broker for the
Partnership, whereby certain accounts of the Partnership are introduced to the Partnerships clearing broker. The clearing broker pays PFG a portion of the brokerage fee paid by the Partnership for clearing transactions.

A summary of fees charged by related parties to the Partnership is as follows:



|                                  |  |                                              |  |         |  |        
|--------------------------------- |  | -------------------------------------------- |  | ------- |  | -------
|                                  |  | Years ended December 31, 2008, 2007 and 2006
|                                  |  | 2008                                         |  | 2007    |  | 2006   
|Management fees  General Partner |  | 945,946                                      |  | 868,174 |  | 876,149
|Selling fees  Uhlmann            |  |                                             |  |        |  |       

Note 3. Recent Account Pronouncements:

Statement of Financial Accounting Standards No. 161 (SFAS 161),Disclosures about Derivative Instruments and Hedging Activitieswas issued on March 19, 2008. SFAS 161 expands the disclosures required by Statement of Financial Accounting Standards No. 133, Accounting for Derivatives and Hedging Activitiesabout an entitys derivative instruments and
hedging activities. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Partnership is currently evaluating the provisions of SFAS 161 and their impact on the Partnerships financial
statements.

Effective January 1, 2008, the Partnership has adopted the provisions of the Statement of Financial Accounting Standard
No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. As of December 31, 2008, adoption of SFAS 157 had no
impact on the net assets of the Partnership.

The Partnership segregates its investments into three levels based upon the inputs used to
derive the fair value. Level 1 investments use inputs from unadjusted quoted prices from active markets. Level 2 investments reflect inputs other than quoted prices, but use observable market data. Level 3
investments are valued using unobservable inputs. These unobservable inputs for Level 3 investments reflect the Partnerships assumption about the assumptions market participants would use in pricing the investments. As of December
31, 2008, the Partnership did not have any positions in Level 3.

The following is a summary of the inputs used in valuing the
Partnerships assets at fair value:



|                                         |  |         |            |   |         |   | 
|---------------------------------------- |  | ------- | ---------- | - | ------- | - | 
|                                         |  | Level 1 |            |   | Level 2
|Investments in US Government Obligations |  | $       | 8,020,815  |   |         | $ | 
|Futures Contracts                        |  |         | (844,438   | ) |         |   | 
|Money market funds(1)                    |  |         | 26,974,234 |   |         |   | 
|                                         |  |         |            |   |         |   | 
|Total                                    |  | $       | 34,150,611 |   |         | $ | 



|(1) | Included in cash and cash equivalents.
|--- | --------------------------------------



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Note 4. Partnership Capital and Redemptions:

The Partnership accepts contributions as of the close of business on the last business day of each month for investment on the first day of the next
succeeding month. The General Partner may accept or reject contributions and waive the minimum contribution amounts in its sole discretion. At December 31, 2008, the Partnership was not accepting contributions from new or existing investors.

As of December 31, 2008, the General Partner has a capital balance of $528,605 in the Partnership.

The purchase price of a unit is the net asset value per unit as of the end of each calendar month. Net asset value per unit is calculated as the net
asset value at month end divided by the number of outstanding units.

Previously limited partners could withdraw capital with 10 days
notice to the General Partner. Effective November 1, 2005, following the bankruptcy of Refco Capital Markets (See Note 6), a special redemption process was established so that limited partners requesting a redemption could receive their pro
rata share of the Partnerships cash, excluding any of the assets held at Refco Capital Markets. Redeeming partners that avail themselves of the special redemption process are not shielded from the potential effects (losses and expenses) of
Refco Capital Markets bankruptcy. Currently, management estimates that disbursements made to redeeming Limited Partners are approximately 99% of their statement value at the date of redemption. Redemption values are based on a percentage of
the October 31, 2005 values plus or minus the performance of the investment from October 31, 2005 to the date of redemption. Until the completion of the 2005 through 2008 audits, Management is holding back a reserve to cover any audit
adjustments that might take place.

Note 5. Financial Instruments with Off-Balance Sheet Credit and Market Risk:

The Partnership is involved in trading activities that may have market and/or credit risk. Financial instruments employed in the Partnerships
operations may have market and/or credit risk in excess of the amounts recorded in the statement of financial condition.

Market
Risk-Market risks arise from changes in the market value of financial instruments. Theoretically, the Partnerships exposure is equal to the notional contract value of futures contracts purchased. Exposure to market risk is influenced by a
number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. The use of financial instruments may serve to modify or offset market risk
associated with other transactions.

Credit Risk-Credit risk arises primarily from the potential inability of counterparties to
perform in accordance with the terms of a contract. The Partnerships exposure to credit risk associated with counterparty nonperformance is generally the net unrealized gain on the open positions plus the value of the margin or collateral held
by the counterparty. Exchange-traded financial instruments generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements and the margin requirements of individual exchanges.
Financial instruments traded off-exchange give rise to the risk of the failure of, or the inability or refusal to perform by, the counterparties to such trades.

Concentration of Credit Risk-The Partnership clears all of its trades through one clearing broker. In the event this counterparty does not fulfill its obligations, the Partnership may be exposed to risk. This
risk of default depends on the creditworthiness of the counterparties to these transactions.

The Partnership has a substantial portion of
its assets on deposit with financial institutions in connection with its cash management activities. In the event of a financial institutions insolvency, recovery of the Partnerships assets on deposit may be limited to the amount of
insurance or other protection afforded such deposits.

The Partnership attempts to minimize this credit risk by monitoring the
creditworthiness of the clearing broker and financial institutions.



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Note 6. Financial Highlights:

Financial highlights for the years ended December 31, 2008, 2007, and 2006 are as follows:

Per Unit Performance



|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|------------------------------------------------------------------ |  | -------------------- | ------- | -- | -------------------- | - | ------ | -------------------- |  | - | ------ | --
|                                                                   |  | Year ended12/31/2008 |         |    | Year ended12/31/2007 |   |        | Year ended12/31/2006 | 
|Net asset Value per unit at the beginning of the period            |  | $                    | 230.21  |    |                      | $ | 185.26 |                      |  | $ | 190.33 |   
|Income                                                             |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Net Trading Gains (Losses)                                         |  |                      | (100.13 | )  |                      |   | 40.75  |                      |  |   | (1.73  | ) 
|Investment Income                                                  |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Interest Income                                                    |  |                      | 6.98    |    |                      |   | 7.40   |                      |  |   | 2.23   |   
|                                                                   |  |                      |        
|Expenses                                                           |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Operating Expenses                                                 |  |                      | (6.16   | )  |                      |   | (3.20  | )                    |  |   | (5.57  | ) 
|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Total Expenses                                                     |  |                      | (6.16   | )  |                      |   | (3.20  | )                    |  |   | (5.57  | ) 
|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|                                                                   |  |                      |        
|Net investment income (loss)                                       |  |                      | 0.82    |    |                      |   | 4.20   |                      |  |   | (3.34  | ) 
|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Net gain (loss) per Unit                                           |  |                      | (99.31  | )  |                      |   | 44.95  |                      |  |   | (5.07  | ) 
|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|Net Asset Value at the end of the period                           |  | $                    | 130.90  |    |                      | $ | 230.21 |                      |  | $ | 185.26 |   
|                                                                   |  |                      |         |    |                      |   |        |                      |  |   |        |   
|                                                                   |  |                      |        
|                                                                   |  | Year ended12/31/2008 |         |    | Year ended12/31/2007 |   |        | Year ended12/31/2006 | 
|Ratio of Net Investment income (Loss) to Average Partners Capital |  |                      | 0.36    | %  |                      |   | 1.21   | %                    |  |   | (1.53  | )%
|                                                                   |  |                      |        
|Ratio of Expenses to Average Partners Capital                     |  |                      | 2.66    | %  |                      |   | 2.52   | %                    |  |   | 2.67   | % 
|                                                                   |  |                      |        
|Total Return                                                       |  |                      | (43.14  | )% |                      |   | 24.26  | %                    |  |   | (2.66  | )%

The above ratios were calculated for the partners taken as a whole. The computation of such ratios
was not based on the amount of expenses assessed and income allocated to an individual partners capital account, which may vary from these ratios based on the timing of capital transactions and the different fee arrangements (see Note 2).

Note 7. Litigation Proceedings and Loss Contingency

During September and October, 2005, the Partnership transitioned its futures trading activity to Refco LLC, a registered futures commission merchant, and, accordingly, transferred a substantial portion of its assets.
Additionally, the Partnership entered into over-the-counter transactions related to its trading to replicate component positions of the Index through Refco Capital Markets, Ltd. (Refco Capital Markets), a large derivatives dealer
affiliated with Refco LLC. The Partnership did not, however, authorize the transfer of any of its securities to Refco Capital Markets.

On
or about October 13, 2005, Refco Capital Markets declared a moratorium on withdrawals from accounts at RCM and on October 17, 2005 Refco, Inc., and a number of its subsidiaries, including Refco Capital Markets, filed for bankruptcy with
the United States Bankruptcy Court for the Southern District of New York. At the time of this bankruptcy filing, approximately $76 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets, representing
approximately 68% of the Partnerships net capital.



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On October 24, 2005, the Partnership and another commodity pool managed by the General Partner
commenced an adversary proceeding (the Adversary Proceedings) in the Bankruptcy Court against Refco Capital Markets alleging that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnerships assets and
requesting, among other things, a constructive trust and that the Court enter judgment requiring that property to be returned to the Partnership immediately. On February 28, 2006, the Bankruptcy Court ordered that a trial in the Adversary
Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order or stipulation determining a motion to convert Refco Capital Markets Chapter 11 case to a case under the stockbroker liquidation
provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14, 2006 finding Refco Capital Markets to be a stockbroker and therefore ineligible for Chapter 11 relief, but, at the request
of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity to pursue a potential global Chapter 11 plan for Refco Capital Markets and one or more other Refco entities. On or about June 29,
2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy case, and certain customers and other creditors of Refco Capital Markets (the Settlement Agreement). On or
about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and agreeing to receive the same rights and benefits, including the rights of distribution, as securities customers of Refco
Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court approved the settlement at a hearing held on September 14, 2006. At that hearing, a global settlement was announced that
would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global settlement which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end
of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006 and confirmed the plan of reorganization at a hearing held December 15, 2006. Under the plan of reorganization,
securities customers of Refco Capital Markets were expected to receive approximately 85% of the value of their securities claims. As of December 31, 2008, approximately 92.24% of the value of those claims has been distributed in multiple
distributions, and the Partnership has received $69,416,211, its pro rata share of the distributions, and has allocated them among all partners in the Partnership as of October 31, 2005, on a pro-rata basis, based on investor units as of
October 31, 2005, with redeemed partners receiving cash distributions. In addition to the Partnerships securities claims, the Partnership has approximately $459,265 in claims related to the Partnerships over-the-counter commodity
contract transactions (FX Claims). Under the Refco Capital Markets plan of reorganization, holders of FX claims were expected to receive approximately 37% of the value of those claims. As of December 31, 2008, the Partnership has
recovered $210,940 in respect to its FX Claims, or approximately 45.93% of the value of its FX claims and has allocated that amount among all partners in the Partnership, on a pro-rata basis as of October 31, 2005, with redeemed partners
receiving cash distributions. Also, under the plan of reorganization, the Partnership will participate in any recoveries from a Refco Capital Markets Litigation Trust, formed to bring claims against third parties in the name of Refco Capital
Markets, above and beyond amounts received under the settlement with Refco Capital Markets itself.

On November 25, 2005, Refco, LLC
filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code. As the Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership
Assets be transferred to customer segregated accounts at Refco, LLC and that those assets were improperly diverted to Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On
October 3, 2006, following a three day trial in late September, the Partnership agreed to settle its claims against Refco, LLC and has received $6,227,819 in proceeds from that settlement, equal to approximately 8.28% of the value of the
Partnerships claims against Refco Capital Markets, such proceeds were allocated among all partners in the Partnership as of October 31, 2005 on a pro rata basis, with redeemed partners receiving cash distributions.

The General Partner anticipates that there are assets yet to be received from additional Refco Capital Markets Bankruptcy distributions and from the
Litigation Trust claims against third parties. However, while the Litigation Trust has commenced actions against numerous parties seeking over $2 billion, there can be no assurance that litigation pursued by the Litigation Trust will be successful,
or that any additional bankruptcy distributions will be material.

In addition, the Partnership has been named as a nominal defendant in
two suits brought against the General Partner and certain individuals associated with the General Partner in connection with the transfer of Partnership assets



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to Refco Capital Markets. Under certain circumstances, the General Partner, including its members and managing members, may be entitled to indemnification
from the Partnership for costs incurred in connection with these suits. No provision has been made in the financial statements for any potential indemnification.

Management is unable at this time to estimate the loss or range of loss, if any, resulting from these litigation proceedings, and accordingly, no provision has been made in the financial statements for any losses or
liability that may be incurred.





2. Supplementary Data

Selected Quarterly
Financial Data

The following summarized quarterly financial information presents the results of operations for the three month periods
ended March 31, June 30, September 30 and December 31, 2008 and 2007. This information has not been audited.



|                                           |  |                    |             |   |                   |   |             |                    |  |                   |            |  |   |          
|------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | - | ----------- | ------------------ |  | ----------------- | ---------- |  | - | ---------
|                                           |  | Fourth Quarter2008 |             |   | Third Quarter2008 |   |             | Second Quarter2008 |  | First Quarter2008
|Net realized and unrealized gains (losses) |  | $                  | (31,088,119 | ) |                   | $ | (31,233,012 | )                  |  | $                 | 17,433,115 |  | $ | 8,909,271
|Interest income                            |  |                    | 452,983     |   |                   |   | 553,135     |                    |  |                   | 843,755    |  |   | 897,005  
|Expenses                                   |  |                    | 442,149     |   |                   |   | 656,962     |                    |  |                   | 670,982    |  |   | 652,793  
|Net income (loss)                          |  |                    | (31,077,285 |   |                   |   | (31,336,839 | )                  |  |                   | 17,605,888 |  |   | 9,153,483
|Net income (loss) per unit                 |  |                    | (83.10      | ) |                   |   | (81.17      | )                  |  |                   | 43.45      |  |   | 21.51    
|                                           |  |                    |             |  
|                                           |  | Fourth Quarter2007 |             |   | Third Quarter2007 |   |             | Second Quarter2007 |  | First Quarter2007
|Net realized and unrealized gains (losses) |  | $                  | 6,978,289   |   |                   | $ | 8,743,966   |                    |  | $                 | 2,312,434  |  | $ | 1,444,964
|Interest income                            |  |                    | 1,097,732   |   |                   |   | 918,697     |                    |  |                   | 796,173    |  |   | 724,758  
|Expenses                                   |  |                    | 648,102     |   |                   |   | 593,992     |                    |  |                   | 571,736    |  |   | 575,707  
|Net income (loss)                          |  |                    | 7,427,919   |   |                   |   | 9,068,671   |                    |  |                   | 2,536,871  |  |   | 1,594,015
|Net income (loss) per unit                 |  |                    | 16.89       |   |                   |   | 19.73       |                    |  |                   | 4.19       |  |   | 3.14     

Quarterly financial information for all quarters of 2007 and 2008 is estimated only. The audit of
the Partnerships financial statements for 2005 through 2008 is not expected to be completed before mid-May 2009, consequently, it is not possible to provide final financial information for each fiscal quarter of 2007 and 2008.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Control and Procedures

Under the supervision and with the participation of the Partnerships General Partner, Beeland Management Company, including the
Chief Financial Officer, the Partnership has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2008, the end of the period covered by
this report. Based upon that evaluation, a material weakness (as discussed below) in the design of the controls and procedures has been identified which could effect the application of the designed controls. There have been no significant changes in
the Partnerships internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Changes in Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires the Managing
Owner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all
annual reports. There were no changes in the Partnerships internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



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Managements Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of management, including the Chief Financial Officer, an evaluation was conducted of our internal control over financial reporting as of December 31, 2008, based on the framework in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the evaluation under the framework in Internal ControlIntegrated Framework, a material weakness was
identified in internal control over partner activity, expenses, and financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Management has identified the following material weakness: The infrastructure of personnel responsible for
the daily administration is limited and does not allow for segregation of key duties. This material weakness can lead to a reasonable possibility that material misstatement or fraud would not be prevented or detected on a timely basis. This control
deficiency has not caused any adjustment to the financial statements.

As discussed above, the General Partner has identified a material
weakness in our internal control procedures that could impact our financial reporting. While management is actively taking steps to address all internal control procedures, as of the date of this report the General Partner has not hired any
additional personnel. The General Partner has, however, engaged consultants to assist in the identification and design of effective internal controls, provided employees of the General Partner educational materials to assist with their understanding
of effective internal control and financial reporting design, and is developing procedures to better document employee review and controls for third parties to test the existence of controls.

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

This annual report does not include an attestation report by the Funds independent registered public accounting firm regarding control over
financial reporting. The General Partners report was not subject to attestation by the Funds registered public accounting firm pursuant to the SEC rules that temporarily permit the Fund to include only the General Partners report
in these financial statements.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



| | (a,b) | Identification of Directors and Executive Officers
| | ----- | --------------------------------------------------

The Partnership has no directors or executive officers. The Partnership is managed by Beeland Management Company, L.L.C., its general partner



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Beeland Management Company, L.L.C. is an Illinois limited liability company formed in 1997 to serve as
the general partner of and commodity trading advisor to partnerships and accounts that track the Rogers International Commodity Index.

The
officers of Beeland Management are as follows:

Walter Thomas Price III, age 68, is a Managing Member of Beeland Management and is the
co-chairman, president, director and sole shareholder of Price Asset Management, Inc. He has been the President and CEO of The Price Futures Group since June 1995 and is an investor in Uhlmann Price Securities. Mr. Price has been involved in
the securities, cash commodities and commodity futures markets for more than 40 years as both a trader for his own account and as a broker. He is president, a registered principal, and associated person of Price Capital Markets Inc., with which he
has been affiliated since February 1997. At Price Capital Markets, Mr. Price is ultimately responsible for overseeing all trading decisions. He is a graduate of the University of Texas and is also a licensed NASD principal and NFA principal.
Mr. Price does not hold any ownership interest in Beeland Management.

Allen D. Goodman, age 39, is the chief financial officer of
Beeland Management, which he joined in November 2004. In March 2001 Mr. Goodman became Chief Financial Officer of Price Asset Management, Inc. From January 2000, to March 2001, he served as founder and president of Financial Products, Ltd., a
management consulting firm specializing in financial process reengineering. From February 1999 to January 2000, he worked as a management consultant for Via International, preceded by service as a business valuation consultant for BDO Seidman LLP
from May 1997 to February 1999. Prior to that, from February 1995 to May 1997, he founded and managed Exclusively Gourmet, Inc., a specialty food and confections brokerage company. Mr. Goodman holds a B.A. degree from the University of
Wisconsin and a M.S.A. in Accounting from DePaul University. Mr. Goodman does not hold any ownership interest in Beeland Management.



| | (c) | Identification of Certain Significant Employees
| | --- | -----------------------------------------------

None.



| | (d) | Family Relationships
| | --- | --------------------

None.



| | (e) | Business Experience
| | --- | -------------------

See Item 10 (a,b) above.



| | (f) | Involvement in Certain Legal Proceedings
| | --- | ----------------------------------------

None.



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##### Table of Contents

| | (g) | Code of Ethics
| | --- | --------------

The Partnership has no employees,
officers or directors and is managed by it general partner, Beeland Management, which has adopted an Executive Code of Ethics that applies to its principal executive officer and principal financial and accounting officer. A copy of this
Executive Code of Ethics may be obtained at no charge by written request to Beeland Management Company, L.L.C., 141 W. Jackson Blvd., Suite 1340A, Chicago, Illinois 60604 or by calling 312-264-4375.



| | (h) | Audit Committee Financial Expert
| | --- | --------------------------------

Because the
Partnership has no employees, officers or directors, it has no audit committee. The Partnership is managed by Beeland Management, its general partner. Allen Goodman serves as the Beeland Managements audit committee financial
expert. Mr. Goodman is not independent of the management of Beeland Management which is a privately owned limited liability company. It has no independent directors.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The Partnership pays a monthly
management fee to Beeland Management equal to 0.08333% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month (1.00% per annum) effective April 1, 2005. In addition, there is an annual
trailing servicing fee of up to 1% of the net asset value of the specific partners capital account payable to Beeland Management, most of which is paid to soliciting broker-dealers for ongoing investor services. As of November 1, 2006,
the Partnership has commenced tracking the Index at an 80% level and, accordingly, Beeland Management has reduced its management fee to a 0.8% per annum rate. January 1, 2008, the Partnership began to track the Index at a 90% level, and
accordingly, the management fee increased to a 0.9% per annum rate. On September 1, 2008, the Partnership began track the Index at a 95% level, and accordingly, the management fee increased to a 0.95% per annum rate. Effective
January 1, 2008, the Partnership resumed tracking the Index at a 100% level, and accordingly, resumed charging the management fee at a 1.00% per annum rate.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
|-------- | ---------------------------------------------------------------------------------------------



| | (a) | Security Ownership of Certain Beneficial Owners
| | --- | -----------------------------------------------

The Partnership knows of no person who owns beneficially more than 5% of the Units. All of the Partnerships general partner interest is held by Beeland Management Company, L.L.C.



| | (b) | Security Ownership of Management
| | --- | --------------------------------

The Partnerships affairs are managed by Beeland Management Company, L.L.C. As general partner, Beeland Management Company held approximately 4,038 Units in the Partnership as of December 31, 2008, representing approximately 1.13%
of the Partnerships outstanding Units as of December 31, 2008. Mr. Allen Goodman held approximately 64.5 Units in the Partnership indirectly through a trust of which his spouse is the primary beneficiary, representing approximately
0.015% of the Partnerships outstanding Units as of December 31, 2008.



| | (c) | Changes in Control
| | --- | ------------------

None.



| | (d) | Securities Authorized for Issuance Under Equity Compensation Plans
| | --- | ------------------------------------------------------------------

None.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

See Item 11. Executive Compensation and Item 12. Security Ownership of Certain Beneficial Owners and Management.



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Walter Thomas Price III, a Managing Member of Beeland Management, is a principal of and holds an
ownership interest in Uhlmann Price Securities L.L.C. (Uhlmann), one of several broker-dealers selling units of the Partnership. Uhlmann receives a share of selling fees when units are sold by its registered brokers. Effective
April 1, 2005, selling fees of up to 5% of the gross offering proceeds (which includes a 3.75% reallowance to other broker dealers and a 0.5% wholesaling fee retained by Beeland Management) are charged to partners capital upon issuance of
partnership units.

Walter Thomas Price III, a Managing Member of Beeland Management, is a principal of and holds an ownership interest in
The Price Futures Group, Inc. (PFG), which acts as the introducing broker for the Partnership, whereby certain accounts of the Partnership are introduced to the Partnerships clearing broker. The clearing broker pays PFG a portion
of the brokerage fee paid by the Partnership for clearing transactions.

A summary of fees charged or received by related parties to the
Partnership during 2008 is as follows:



|                                  |  |   |        
|--------------------------------- |  | - | -------
|Management fees  General Partner |  | $ | 945,946
|Selling fees  Uhlmann            |  |   |       



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------



| | (1) | Audit Fees. McGladrey & Pullen, LLP (M&P)) and RSM McGladrey, Inc. (RSM) has billed and anticipates billing the Partnership for professional services rendered for each
of the last two years ended December 31, 2007 and 2008. Professional services relate to the audit of the Partnerships annual financial statements, review of financial statements included in the Partnerships regulatory filings and
other services normally provided in connection with regulatory filings.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     |  |   |        
|---- |  | - | -------
|2007 |  | $ | 95,710 
|2008 |  | $ | 125,900



| | (2) | Audit-Related Fees. None.
| | --- | -------------------------



| | (3) | Tax Fees. RSM provides tax compliance services which relate to the preparation of U.S. and applicable state income tax returns. Tax fees for 2008 are to be billed by RSM. Tax Fees
for 2007 were billed by RSM.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|     |  |   |       
|---- |  | - | ------
|2008 |  | $ | 45,000
|2007 |  | $ | 31,200



| | (4) | All Other Fees. None.
| | --- | ---------------------



| | (5) | The Managing Members of Beeland Management pre-approve the engagement of the Partnerships auditor for all services to be provided by the auditor.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Not Applicable.
| | --- | ---------------



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------



|(a) | The following documents filed as a part of the report:
|--- | ------------------------------------------------------



| | (1) | Financial Statements: See Index to Financial Statements under Item 8 of this report.
| | --- | ------------------------------------------------------------------------------------



| | (2) | Financial statement schedules: No additional schedules are required.
| | --- | --------------------------------------------------------------------



| | (3) | Exhibits to be filed by amendment.
| | --- | ----------------------------------

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on the 31th day of March, 2009.



ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.(Registrant)By: Beeland Management, L.L.C.General PartnerBy:

/s/ Walter Thomas Price IIIWalter Thomas Price IIIManaging Member


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the General Partner of the Registrant in the capacities and on the date indicated.



|                            |  |                                              |  |               
|--------------------------- |  | -------------------------------------------- |  | --------------
|Signature                   |  | Title with General Partner                   |  | Date          
|                            |  |                                             
|/s/ Walter Thomas Price III |  | Managing Member                              |  | March 31, 2009
|Walter Thomas Price III     |  | (Principal Executive Officer)                |  |               
|                            |  |                                             
|/s/ Allen D. Goodman        |  | Managing Member                              |  | March 31, 2009
|Allen D. Goodman            |  | (Principal Financial and Accounting Officer) |  |               

(Being the principal executive officer and the principal financial and accounting officer, and a
majority of the Managing Members of Beeland Management Company, L.L.C.)



39