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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A

(Amendment No. 1)







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

For the fiscal years ended December 31, 2008, 2007, 2006 and 2005

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.    Yes  x    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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EXPLANATORY NOTE

As further explanation below, this amendment is filed to amend the Partnerships Annual Reports on Form 10-K for the years ended
December 31, 2008, 2007, 2006, and 2005.

During September and early October, 2005, Rogers International Raw Materials
Fund, L.P. (the Partnership) transitioned its commodity trading execution and clearing activity to Refco, LLC, a registered futures commission merchant. On October 10, 2005, Refco Inc., the parent company of Refco, LLC, announced
that it had discovered a receivable owed by an entity controlled by its then Chief Executive Officer in an amount of approximately $430 million. On October 11, 2005, the Partnership learned that approximately 68% of it assets, primarily U.S.
government securities, were being held in an account at Refco Capital Markets (RCM), an unregistered, offshore affiliate of Refco, LLC. The Partnership had never authorized the transfer of its assets to RCM and, despite repeated efforts
prior to October 17, 2005, was unsuccessful in having RCM transfer those assets from RCM to the Partnerships account at Refco, LLC or any other account of the Partnership. On October 17, 2005, Refco Inc. and a number of its
subsidiaries, including RCM but not Refco, LLC, filed voluntary Chapter 11 bankruptcy petitions with the United States Bankruptcy Court for the Southern District of New York. On October 24, 2005, the Partnership commenced an adversary
proceeding (the Adversary Proceeding) against RCM alleging that RCM wrongfully and fraudulently obtained possession of the Partnerships assets. On or about July 20, 2006, the Partnership joined a settlement agreement among RCM
and certain of its customers and other creditors settling its claims in the Adversary Proceeding while preserving its rights to pursue claims against Refco, LLC. The Partnership also agreed to participate in the Refco Capital Markets Litigation
Trust, formed to bring claims against third parties in the name of RCM, to seek recoveries above and beyond amounts received under the settlement with RCM itself.

On November 25, 2005, Refco, LLC filed a petition for relief as a commodity broker under Chapter 7 of the Bankruptcy Code. The Partnership filed a proof of claim in the Refco, LLC case in July 2006
and in October 2006 settled its claims against Refco, LLC.

Because it was unknown at the time whether or not the Partnership
would sustain a loss on its assets embroiled in the Refco bankruptcy, or the amount of any such loss, the Partnership was unable to provide sufficient information for an unqualified opinion on the Partnerships financial statements to be issued
by its independent registered public accountants for the financial statements to be included in the Partnerships Annual Reports for fiscal years 2005, 2006, 2007 and 2008. Nevertheless, the Partnership filed Annual Reports on Form 10-K for
those fiscal years with estimated, unaudited financial information.

This Amendment amends the Partnerships Annual
Reports on Form 10-K for those fiscal years and includes audited financial information for fiscal years 2005, 2006, 2007 and 2008.



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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. 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 Partnerships futures commission merchant and were used to acquire a portfolio of futures positions, consistent with the Partnerships trading policies, as well as U.S. Government
obligations.

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.

The Partnership will terminate December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement.

(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 regarding the Partnerships business is set forth in Item 6 Selected Financial Data and Item 8 Financial Statements and Supplementary Data.

(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 that 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. The Partnership
has not offered its Units for sale since early October 2005.

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.



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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 rolling positions from near delivery dates to later delivery dates 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. 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 the date hereof or as of December 31, 2008, 2007, 2006 or 2005. Unitholders normally
may be redeemed upon 6 business days written notice to the Partnerships administrator.

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.



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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. 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.

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 is based, is
likely to be volatile and could suffer from periods of prolonged decline in value. The Index is comprised of 37 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.

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.



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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.

Investing in units might not provide the desired diversification of your overall 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. Accordingly, you must not consider the
Partnership to be a hedge against losses in your stock and bond portfolios.

Illiquid markets could make it impossible to realize profits
or limit losses.

Futures markets are sometimes illiquid. In illiquid markets, the Partnership may not be able to execute
its transactions in a timely manner resulting in greater than normal Index tracking error.

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 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 take delivery of the commodity underlying a particular position if the related futures contract cannot be offset prior to its expiration date.



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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 transactions in government securities and brokers or dealers who execute
forward contracts. The Partnership could lose some or all of the assets held at its futures commission merchant or broker or dealer if such party were to become insolvent or bankrupt.

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 may limit liquidity and increase competition.

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

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. 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.



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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, there can be no assurance
that the terms of the Partnership are as favorable as could have been obtained if negotiated at arms-length.

The units are not a liquid
investment; you will be limited in your ability to transfer units.

Substantial restrictions and conditions are imposed
upon the redemption of units. Generally, Limited Partners may only redeem units as of the end of each month after furnishing Beeland Management with 6 days prior written notice of the limited partners desire to redeem 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.

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.

Limited partners will not participate in management of the
Partnerships business and 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. Accordingly, You must rely upon Beeland Management to manage the
Partnerships affairs in the best interests of the limited partners.

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. 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 commodities markets, an investment in the Partnership, alone, may not diversify an investors
portfolio.

Since the Partnership engages only in the trading of futures contracts and forward contracts on certain
commodities, an investment in the Partnership, alone, may not adequately diversify 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.



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Position limits may require the Partnership to liquidate positions, potentially resulting in losses or
reduced profits.

Trading instructions may have to be modified and positions held by the Partnership may have to be
liquidated, in order to avoid exceeding position limits applicable to some of the commodities traded by the Partnership. 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.

Beeland Management is represented by counsel in connection with its operation of the Partnership, but such counsel does not represent the Partnership or the limited partners in connection with the
Partnership. Accordingly, you should consult your own legal, tax and financial advisors prior to investing in the Partnership.

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

The regulation of
the United States and foreign futures markets has undergone substantial change over the years, and further changes should be expected. It is impossible to predict, however, what changes may occur, or the effect of any such changes on the
Partnership, although they 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.

The Partnership is not regulated as an investment company or mutual fund.

Although Beeland Management is subject to regulation by the CFTC and the Partnership itself is subject to reporting requirements and other
regulation applicable to public companies in the United States, the Partnership is not an investment company or mutual fund registered under the Investment Company Act of 1940. Accordingly, investors in the Partnership are not accorded the
protections of such legislation.

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. If you are an individual or entity subject to U.S. taxes
(e.g., not a tax-exempt entity such as an IRA or pension plan), you will be taxed on your share of Partnership income or gain each year, whether or not you redeem units or receive distributions from the Partnership.

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.

The IRS could audit the Partnerships tax returns and require the Partnership to adjust such returns.
If an audit results in an adjustment, you could be audited and required to pay additional taxes, plus interest and possibly penalties.



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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.

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.

(b) Holders. There were approximately 1,844 Limited Partners at December 31, 2009.

(c) Dividends. The Partnership 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 2008, 2007, 2006, 2005, 2004, and 2003.

(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.

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



|              |  |                |  |             
|------------- |  | -------------- |  | ------------
|Month         |  | Units Redeemed |  | NAV per Unit
|              |  |               
|October 2008  |  | 6,045.07       |  | 160.53      
|November 2008 |  | 6,966.30       |  | 141.90      
|December 2008 |  | 5,669.96       |  | 130.95      
|              |  |               
|Total         |  | 18,681.33      |  |             

The following table summarizes the redemptions by Unitholders during the fourth calendar quarter of
2007:



|              |  |                |  |             
|------------- |  | -------------- |  | ------------
|Month         |  | Units Redeemed |  | NAV per Unit
|              |  |               
|October 2007  |  | 8,419.34       |  | 225.84      
|November 2007 |  | 5,511.21       |  | 220.62      
|December 2007 |  | 5,157.52       |  | 230.55      
|              |  |               
|Total         |  | 19,088.07      |  |             



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The following table summarizes the redemptions by Unitholders during the fourth calendar quarter of 2006:



|              |  |                |  |             
|------------- |  | -------------- |  | ------------
|Month         |  | Units Redeemed |  | NAV per Unit
|              |  |               
|October 2006  |  | 2,564.66       |  | 184.48      
|November 2006 |  | 6,611.56       |  | 191.78      
|December 2006 |  | 1,676.50       |  | 185.54      
|              |  |               
|Total         |  | 10,852.72      |  |             

The following table summarizes the redemptions by Unitholders during the fourth calendar quarter of
2005:



|              |  |                |  |             
|------------- |  | -------------- |  | ------------
|Month         |  | Units Redeemed |  | NAV per Unit
|              |  |               
|October 2005  |  |               |  | 184.14      
|November 2005 |  | 26,678.06      |  | 182.05      
|December 2005 |  | 2,461.17       |  | 189.30      
|              |  |               
|Total         |  | 29,139.23      |  |             



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

The
Selected Financial Data for the periods ended December 31, 2008, 2007, 2006, 2005, 2004, 2003, 2002 and 2001 is derived from the Partnerships audited financial information. The Partnership commenced trading operations during November
2001.



|                                                              |  |                  |             |   |                  |   |                  |  |   |                  |   |  |   |             |  
|------------------------------------------------------------- |  | ---------------- | ----------- | - | ---------------- | - | ---------------- |  | - | ---------------- | - |  | - | ----------- | -
|                                                              |  | December 31,2008 |             |   | December 31,2007 |   | December 31,2006 |  |   | December 31,2005 |  
|                                                              |  |                  |             |  
|Net gain (loss) from trading activities and investment income |  | $                | (33,337,299 | ) |                  | $ | 23,039,179       |  | $ | 961,908          |   |  | $ | 9,835,598   |  
|                                                              |  |                  |             |  
|Total expenses                                                |  | $                | 2,424,232   |   |                  | $ | 2,383,007        |  | $ | 2,913,413        |   |  | $ | 1,758,565   |  
|                                                              |  |                  |             |  
|Net income (loss)                                             |  | $                | (35,761,531 | ) |                  | $ | 20,656,172       |  | $ | (1,951,505       | ) |  | $ | 8,077,033   |  
|                                                              |  |                  |             |  
|Net income (loss) per unit                                    |  | $                | (99.60      | ) |                  | $ | 45.01            |  | $ | (3.76            | ) |  | $ | 26.01       |  
|                                                              |  |                  |             |  
|Total units outstanding                                       |  |                  | 358,290     |   |                  |   | 426,309          |  |   | 540,168          |   |  |   | 569,731     |  
|                                                              |  |                  |             |  
|Total assets                                                  |  | $                | 48,920,027  |   |                  | $ | 100,826,468      |  | $ | 107,617,980      |   |  | $ | 113,652,518 |  
|                                                              |  |                  |             |  
|Total obligations                                             |  | $                | 2,003,015   |   |                  | $ | 2,541,169        |  | $ | 7,392,861        |   |  | $ | 5,801,703   |  
|                                                              |  |                  |             |  
|                                                              |  | December 31,2004 |             |   | December 31,2003 |   | December 31,2002 |  |   | December 31,2001 |  
|                                                              |  |                  |             |  
|Trading gains and losses                                      |  | $                | 2,616,463   |   |                  | $ | 2,056,093        |  | $ | 1,756,496        |   |  | $ | (11,182     | )
|                                                              |  |                  |             |  
|Total expenses                                                |  | $                | 896,849     |   |                  | $ | 267,777          |  | $ | 428,941          |   |  | $ | 384,438     |  
|                                                              |  |                  |             |  
|Net income (loss)                                             |  | $                | 1,719,614   |   |                  | $ | 1,788,316        |  | $ | 1,327,555        |   |  | $ | (395,620    | )
|                                                              |  |                  |             |  
|Net income (loss) per unit                                    |  | $                | 20.91       |   |                  | $ | 27.82            |  | $ | 20.90            |   |  | $ | (7          | )
|                                                              |  |                  |             |  
|Total units outstanding                                       |  |                  | 169,135     |   |                  |   | 59,806           |  |   | 63,531           |   |  | $ | 53,124      |  
|                                                              |  |                  |             |  
|Total assets                                                  |  | $                | 29,737,367  |   |                  | $ | 14,239,347       |  | $ | 7,524,330        |   |  | $ | 5,208,217   |  
|                                                              |  |                  |             |  
|Total obligations                                             |  | $                | 2,118,451   |   |                  | $ | 5,724,341        |  | $ | 246,074          |   |  | $ | 305,514     |  

Past performance is not necessarily indicative of future results.



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##### Table of Contents

|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 that comprise the 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, although at December 31, 2008, 2007, 2006 and 2005, 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, the Partnerships assets are expected to be highly liquid.

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.



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##### Table of Contents

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.

At December 31, 2008, 2007, 2006, 2005, 2004, and 2003, the Partnerships net assets were $46,917,012, $98,285,299, $100,225,119,
$107,850,815, $27,618,916, and $8,515,006, respectively.



|                               |  |             |   |  |            |   |  |            |  
|------------------------------ |  | ----------- | - |  | ---------- | - |  | ---------- | -
|Net Revenues                   |  | 2008        |   |  | 2007       |   |  | 2006       |  
|Realized net trading gain      |  | (33,458,873 | ) |  | 19,099,835 |   |  | 1,854,479  |  
|Unrealized trading gain (loss) |  | (1,993,144  | ) |  | 166,286    |   |  | (2,217,396 | )
|Interest income                |  | 2,301,162   |   |  | 3,979,140  |   |  | 1,484,923  |  
|                               |  |             |  
|Total Net Revenues             |  | (33,150,855 | ) |  | 23,245,261 |   |  | 1,122,006  |  
|                               |  |             |  
|Operating Expenses             |  | 2008        |   |  | 2007       |   |  | 2006       |  
|Brokerage commissions          |  | 186,444     |   |  | 206,082    |   |  | 160,098    |  
|Management fees                |  | 947,291     |   |  | 869,626    |   |  | 868,185    |  
|Administrative fees            |  | 1,476,941   |   |  | 1,513,381  |   |  | 2,045,228  |  
|                               |  |             |  
|Total Operating Expenses       |  | 2,610,676   |   |  | 2,589,089  |   |  | 3,073,511  |  
|                               |  |             |  
|Net Revenues                   |  | 2005        |   |  | 2004       |   |  | 2003       |  
|Realized net trading gain      |  | 5,061,375   |   |  | 2,958,986  |   |  | 1,641,850  |  
|Unrealized trading gain (loss) |  | 3,223,164   |   |  | (712,876   | ) |  | 245,940    |  
|Interest income                |  | 1,903,754   |   |  | 472,845    |   |  | 195,365    |  
|Foreign exchange gain (loss)   |  |             |   |  | 7,551      |   |  | 23,456     |  
|                               |  |             |  
|Total Net Revenues             |  | 10,188,293  |   |  | 2,726,506  |   |  | 2,106,611  |  
|                               |  |             |  
|Operating Expenses             |  | 2005        |   |  | 2004       |   |  | 2003       |  
|Brokerage commissions          |  | 352,695     |   |  | 110,043    |   |  | 50,518     |  
|Management fees                |  | 726,794     |   |  | 393,940    |   |  | 164,749    |  
|Administrative fees            |  | 1,031,771   |   |  | 502,909    |   |  | 103,028    |  
|                               |  |             |  
|Total Operating Expenses       |  | 2,111,260   |   |  | 1,006,892  |   |  | 318,295    |  

2008

Following two years and two months of reduced exposure to the Index, the Partnership returned to tracking the Index at a 100% level in January 2008, and Beeland Managements management fee returned
to a per annum rate of 1% of Partnership net assets.

2008 was a volatile year for the Partnership. The first six months of
the year, the Partnership 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 financial institutions and the credit crisis that dominated the financial markets during the second half of 2008 were the catalyst for extreme liquidations that followed. 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.



14



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##### Table of Contents

The Partnership 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. Beeland Management
resumed tracking the Index at 100% in 2008, and effectively, the Index returned -41.35% while the Partnership returned -43.19%. Performance of the Partnership deviates slightly from the Index due to the expenses charged at Partnership level.

The Partnership is currently closed to new investment, thus there were subscriptions totaling $0 for 2008. The total value of
redemptions processed by the Partnership in 2008 was $15,606,756.

2007

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

The Partnership 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.

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 Partnership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.

Due to concerns related to the Partnerships assets encumbered by the Refco bankruptcy, the Partnership reduced its application of net
assets to the Index by 10% from January 2007 through August 2007, then by 5% from September 2007 through December 2007. Beeland Management similarly reduced its Management Fee. Due to this reduced application, as well as expenses incurred throughout
the year, the Partnership returned 24.26% for 2007 while the Index returned 30.01%.

The Partnership is currently closed to
new investment, thus there were subscriptions totaling $0 for 2007. The total value of redemptions processed by the Partnership in 2007 was $22,595,992.

2006

2006 was the first year of losses for the Partnership 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.



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##### Table of Contents

Due to concerns related to the Partnerships assets encumbered by the Refco bankruptcy,
the Partnership continued its operations with a reduced application of net assets to the Index by 10% throughout 2006. Beeland Management continued to take a similarly reduced Management Fee. Due to this reduced application, as well as expenses
incurred throughout the year, the Partnership returned -1.99% for 2006 while the Index returned 3.05%.

The Partnership is
currently closed to new investment, thus there were subscriptions totaling $0 for 2006. The total value of redemptions processed by the Partnership in 2006 was $5,674,191.

2005

The first
half of 2005 saw energy prices reach new highs. Crude oil continued its march upward as it gained over 30 percent by June 30. The more heavily weighted agricultural components also performed well as corn, cotton and wheat all posted
double-digit percentage gains during the six month period. Metals, such as copper and gold, were mostly flat during this period.

The commodity markets in the second half of 2005 continued to experience new highs in the energies such as crude oil, heating oil, and unleaded gas. Many metals also posted significant gains at year end as commodities such as gold, copper,
and zinc were each up twenty percent over their second quarter closing prices. Prices of agricultural commodities were less volatile than energies and metals however, significant increases were noted in the prices of silk, oats, and rubber.

The Partnership is designed to track the Index. Due to concerns related to the Partnerships assets encumbered by the
Refco bankruptcy, the Partnership reduced its application of net assets to the Index by 10% beginning in November 2005. Beeland Management similarly reduced its Management Fee. Due to this reduced application, as well as expenses incurred throughout
the year, the Partnership returned 15.93% for 2005 while the Index returned 19.55%.

The Partnership is currently closed to
new investment, there were subscriptions totaling $82,360,168 for 2005. The total value of redemptions processed by the Partnership in 2005 was $10,205,302.

2004

Mixed returns from the more heavily weighted commodities combined to produce
a positive year in 2004 as the Partnership returned 14.69%. While crude oil saw new highs and copper rose over 38%, cotton gave back over 40% of its prior years gains. Also, there were pullbacks in the corn, soybeans and wheat markets.

The Partnership received subscriptions totaling $20,968,137 and redemptions of $3,583,841 for 2004.

2003

For the
calendar year 2003, the Partnership performed positively. Crude oil slowed its growth during 2003, rising just over 4% for the year. However, continued growth in cotton, another 46.74%, combined with an over 40% rise in the price soybeans and a 16%
rise in wheat meant strong overall gains from the agricultural sector. Also, metals such as copper, up over 48%, and gold, up almost 20%, pushed the overall return of the Partnership for 2003 to 24.28%.

The Partnership received subscriptions totaling $3,577,748 and redemptions of $4,129,314 for 2003.

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. 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. 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.



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##### Table of Contents

The Partnership clears all of its futures trades through one clearing broker, MF Global,
Inc. 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.

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
audited Schedules of Investments setting forth unrealized gain and unrealized loss on the Partnerships open futures contracts at December 31, 2008, 2007, 2006 and 2005.



|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 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.



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##### Table of Contents

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. 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.

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.

Prior to 2005, the Partnership used the absolute value of unrealized profit or loss as the measure of its Value at Risk. The absolute
value of unrealized profit or loss, however, reflects factors other than assessments of market volatility and does not reflect an assessment of market volatility. Accordingly, the Partnership believes that exchange maintenance margin
requirements are a more appropriate indicator of Value at Risk.

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

The following tables indicate the trading Value at Risk associated with the Partnerships open positions by market
category as of December 31, 2008, 2007, 2006, 2005, and 2004 respectively. Net assets as of December 31, 2008, 2007, 2006, 2005, and 2004 were $46,917,012, $98,285,299, $100,225,119, $107,850,815 and $27,618,916, respectively.



18



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##### Table of Contents

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 | %

2006



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,269,264 |                       | 1.27 | %
|Metals        |  | $             | 1,512,509 |                       | 1.51 | %
|Energy        |  | $             | 2,095,131 |                       | 2.09 | %
|              |  |              
|TOTAL:        |  | $             | 4,876,904 |                       | 4.87 | %

2005



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,495,774 |                       | 1.39 | %
|Metals        |  | $             | 954,650   |                       | 0.89 | %
|Energy        |  | $             | 3,633,000 |                       | 3.37 | %
|              |  |              
|TOTAL:        |  | $             | 6,083,424 |                       | 5.64 | %

The following tables indicate the Value at Risk associated with the
Partnerships open positions by market category for the fiscal years ended December 31, 2005 and 2004 prepared under the method used by the Partnership in prior years which considered the absolute value of unrealized profit or loss as the
measure of its Value at Risk instead of exchange maintenance margin requirements.

2005



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 1,692,819 |                       | 1.56 | %
|Metals        |  | $             | 1,195,735 |                       | 1.10 | %
|Energy        |  | $             | 879,750   |                       | 0.81 | %
|              |  |              
|TOTAL:        |  | $             | 3,768,304 |                       | 3.47 | %

2004



|              |  |               |           |                       |      |  
|------------- |  | ------------- | --------- | --------------------- | ---- | -
|Market Sector |  | Value at Risk |           | Percent of Net Assets |     
|Agricultural  |  | $             | 482,602   |                       | 1.56 | %
|Metals        |  | $             | 570,806   |                       | 2.07 | %
|Energy        |  | $             | 943,425   |                       | 3.42 | %
|              |  |              
|TOTAL:        |  | $             | 1,996,833 |                       | 7.24 | %



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##### Table of Contents

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 15% of contract face value). 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 severe sudden losses.

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.

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, 2007, 2006, and 2005 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.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

General

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. 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.



20



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##### Table of Contents

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
|------- | -------------------------------------------

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



|                                                                                                                     |  |        
|-------------------------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                                     |  | Page   
|Financial Statements                                                                                                 |  |        
|                                                                                                                     | 
|Report of Independent Registered Public Accounting Firm                                                              |  | F-1    
|                                                                                                                     | 
|Statements of Financial Condition as of December 31, 2008, 2007, 2006, and 2005                                      |  | F-2    
|                                                                                                                     | 
|Condensed Schedule of Investments, December 31, 2008                                                                 |  | F-3    
|                                                                                                                     | 
|Condensed Schedule of Investments, December 31, 2007                                                                 |  | F-4-5  
|                                                                                                                     | 
|Condensed Schedule of Investments, December 31, 2006                                                                 |  | F-6    
|                                                                                                                     | 
|Condensed Schedule of Investments, December 31, 2005                                                                 |  | F-7    
|                                                                                                                     | 
|Statements of Operations for the Years Ended December 31, 2008, 2007, 2006, and
2005                                 |  | F-8    
|                                                                                                                     | 
|Statements of Changes in Partners Capital (Net Assets) for the Years Ended December 31, 2008, 2007, 2006,
 and 2005 |  | F-9-10 
|                                                                                                                     | 
|Statements of Cash Flows for the Years Ended December 31, 2008, 2007, 2006, and
2005                                 |  | F-11   
|                                                                                                                     | 
|Notes to Financial Statements                                                                                        |  | F-12-20

|                                                                                               |  |        
|---------------------------------------------------------------------------------------------- |  | -------
|                                                                                               | 
|Report of Independent Registered Public Accounting Firm by Altschuler, Melvoin and Glasser LLP |  | F-21   
|                                                                                               | 
|Statements of Financial Condition as of December 31, 2004 and December 31,
2003                |  | F-22   
|                                                                                               | 
|Schedule of Investments, December 31, 2004                                                     |  | F-23   
|                                                                                               | 
|Schedule of Investments, December 31, 2003                                                     |  | F-24   
|                                                                                               | 
|Statements of Operations for the Years Ended December 31, 2004 and 2003                        |  | F-25   
|                                                                                               | 
|Statements of Changes in Partners Capital for the Years Ended December 31, 2004 and
2003      |  | F-26   
|                                                                                               | 
|Notes to Financial Statements                                                                  |  | F-27-29



21



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

To the General Partner

Rogers International Raw
Materials Fund, L.P.

We have audited the accompanying statements of financial condition, including the condensed schedules of investments, of
Rogers International Raw Materials Fund, L.P. (the Partnership), as of December 31, 2008, 2007, 2006, and 2005 and the related statements of operations, changes in partners capital (net assets), and cash flows for each of the four years
in the period ended December 31, 2008. These financial statements are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
Rogers International Raw Materials Fund, L.P. as of December 31, 2008, 2007, 2006 and 2005, and the results of its operations and its cash flows for each of the four years in the period ended December 31, 2008, in conformity with U.S.
generally accepted accounting principles.

We were not engaged to examine managements assessment of the effectiveness of Rogers
International Raw Materials Fund, L.P.s internal control over financial reporting as of December 31, 2008 and 2007, included in Managements Annual Report on Internal Control Over Financial Reporting and, accordingly, we do not
express an opinion thereon.

/s/ McGladrey & Pullen, LLP

Chicago, Illinois

October 7, 2009



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2008, 2007, 2006, and 2005



|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|--------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------- |  | ---- | ----------- |  | - | -----------
|                                                                |  | 2008 |            |   | 2007 |   | 2006        |  | 2005
|ASSETS                                                          |  |      |            |   |      |   |             |  |      |             |  |   |            
|                                                                |  |      |            |  
|Equity in brokers trading accounts:                             |  |      |            |   |      |   |             |  |      |             |  |   |            
|U.S. Government securities, at fair value                       |  | $    | 8,020,815  |   |      | $ | 4,535,385   |  | $    |            |  | $ |           
|U.S. Government-sponsored enterprises, at fair value            |  |      |           |   |      |   | 80,362,646  |  |      | 31,880,160  |  |   |           
|Cash at brokers                                                 |  |      | 40,655,791 |   |      |   | 11,981,620  |  |      | 42,938,029  |  |   | 11,615,164 
|Unrealized net trading gains (losses) on open futures contracts |  |      | (844,438   | ) |      |   | 1,148,706   |  |      | 982,420     |  |   | 3,199,816  
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|Total equity in brokers trading accounts                        |  |      | 47,832,168 |   |      |   | 98,028,357  |  |      | 75,800,609  |  |   | 14,814,980 
|                                                                |  |      |            |  
|Cash and cash equivalents                                       |  |      | 972,194    |   |      |   | 438,574     |  |      | 1,650,385   |  |   | 23,044,445 
|Receivable from Refco Capital Markets, Ltd.                     |  |      |           |   |      |   | 1,453,668   |  |      | 29,660,976  |  |   | 75,715,348 
|Interest receivable                                             |  |      | 85,464     |   |      |   | 905,869     |  |      | 506,010     |  |   | 77,745     
|Other receivable                                                |  |      | 30,201     |   |      |   |            |  |      |            |  |   |           
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|Total assets                                                    |  | $    | 48,920,027 |   |      | $ | 100,826,468 |  | $    | 107,617,980 |  | $ | 113,652,518
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|                                                                |  |      |            |  
|LIABILITIES                                                     |  |      |            |   |      |   |             |  |      |             |  |   |            
|                                                                |  |      |            |  
|Brokerage commissions payable                                   |  | $    | 8,856      |   |      | $ | 11,873      |  | $    | 14,514      |  | $ | 13,861     
|Accrued management fees  General Partner                       |  |      | 37,824     |   |      |   | 146,797     |  |      | 62,062      |  |   | 214,851    
|Administrative fees payable                                     |  |      | 501,156    |   |      |   | 402,706     |  |      | 257,504     |  |   | 245,114    
|Redemptions payable                                             |  |      | 1,455,179  |   |      |   | 1,979,793   |  |      | 7,058,781   |  |   | 5,327,877  
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|Total liabilities                                               |  |      | 2,003,015  |   |      |   | 2,541,169   |  |      | 7,392,861   |  |   | 5,801,703  
|                                                                |  |      |            |  
|PARTNERS CAPITAL                                               |  |      |            |   |      |   |             |  |      |             |  |   |            
|                                                                |  |      |            |  
|Partners capital (net assets)                                  |  |      | 46,917,012 |   |      |   | 98,285,299  |  |      | 100,225,119 |  |   | 107,850,815
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            
|                                                                |  |      |            |  
|Total liabilities and partners capital                         |  | $    | 48,920,027 |   |      | $ | 100,826,468 |  | $    | 107,617,980 |  | $ | 113,652,518
|                                                                |  |      |            |   |      |   |             |  |      |             |  |   |            

The accompanying notes are an integral part of these financial statements.



F-2



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2008



|                                                                                  |  |                                                        |            |   |                             |       |   
|--------------------------------------------------------------------------------- |  | ------------------------------------------------------ | ---------- | - | --------------------------- | ----- | --
|                                                                                  |  | Fair Value                                             |            |   | Percent ofPartners Capital |      
|U.S. Government securities:                                                       |  |                                                        |            |   |                             |       |   
|(total cost - $8,013,065)                                                         |  |                                                        |            |   |                             |       |   
|                                                                                  |  |                                                       
|U.S. Treasury Notes Series D due 1/15/2009 at 3.250%, principal amount $3,000,000 |  | $                                                      | 3,002,940  |   |                             | 6.40  | % 
|U.S. Treasury Notes Series W due 2/28/2009 at 4.750%, principal amount $2,500,000 |  |                                                        | 2,517,875  |   |                             | 5.37  |   
|U.S. Treasury Bills due 1/22/2009 at 0.000%, principal amount $2,500,000          |  |                                                        | 2,500,000  |   |                             | 5.33  |   
|                                                                                  |  |                                                        |            |   |                             |       |   
|                                                                                  |  | $                                                      | 8,020,815  |   |                             | 17.10 | % 
|                                                                                  |  |                                                        |            |   |                             |       |   
|                                                                                  |  |                                                       
|                                                                                  |  | UnrealizedGain (Loss) onOpen LongContracts(Fair Value) |            |   | Percent ofPartners Capital |      
|Futures contracts:                                                                |  |                                                        |            |   |                             |       |   
|                                                                                  |  |                                                       
|U.S. Futures Positions*                                                           |  |                                                        |            |   |                             |       |   
|Agricultural                                                                      |  | $                                                      | 276,329    |   |                             | 0.59  | % 
|Metals                                                                            |  |                                                        | 311,490    |   |                             | 0.66  |   
|Energy                                                                            |  |                                                        | 456,041    |   |                             | 0.97  |   
|                                                                                  |  |                                                        |            |   |                             |       |   
|Total U.S. Futures Positions                                                      |  |                                                        | 1,043,860  |   |                             | 2.22  |   
|                                                                                  |  |                                                        |            |   |                             |       |   
|                                                                                  |  |                                                       
|Foreign Futures Positions*                                                        |  |                                                        |            |   |                             |       |   
|Agricultural                                                                      |  |                                                        | 38,462     |   |                             | 0.08  |   
|Metals                                                                            |  |                                                        | (1,926,760 | ) |                             | (4.10 | ) 
|                                                                                  |  |                                                        |            |   |                             |       |   
|Total Foreign Futures Positions                                                   |  |                                                        | (1,888,298 | ) |                             | (4.02 | ) 
|                                                                                  |  |                                                        |            |   |                             |       |   
|                                                                                  |  |                                                       
|Total Futures Contracts                                                           |  | $                                                      | (844,438   | ) |                             | (1.80 | )%
|                                                                                  |  |                                                        |            |   |                             |       |   



|* | No individual futures contract position constitutes greater than 1 percent of Partners Capital. Accordingly, the number of contracts and expiration dates are not
presented.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



F-3



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2007



|                                                                                   |  |            |           |                             |      |  
|---------------------------------------------------------------------------------- |  | ---------- | --------- | --------------------------- | ---- | -
|                                                                                   |  | Fair Value |           | Percent ofPartners Capital |     
|U.S. Government Securities:                                                        |  |            |           |                             |      |  
|(total cost - $4,542,786)                                                          |  |            |           |                             |      |  
|                                                                                   |  |           
|U.S. Treasury Notes Series R due 1/31/2008 at 4.375%, principal amount $1,500,000  |  | $          | 1,501,635 |                             | 1.53 | %
|U.S. Treasury Notes Series D due 11/15/2008 at 4.750%, principal amount $3,000,000 |  |            | 3,033,750 |                             | 3.09 |  
|                                                                                   |  |            |           |                             |      |  
|                                                                                   |  | $          | 4,535,385 |                             | 4.62 | %
|                                                                                   |  |            |           |                             |      |  
|                                                                                   |  |           
|U.S. Government Sponsored Enterprises:                                             |  |            |           |                             |      |  
|(total cost - $79,944,649)                                                         |  |            |           |                             |      |  
|                                                                                   |  |           
|U.S. Federal Mortgage Notes due 1/15/2008 at 5.500%, principal amount $5,000,000   |  | $          | 5,001,550 |                             | 5.09 | %
|U.S. Federal Mortgage Notes due 2/8/2008 at 4.625%, principal amount $1,000,000    |  |            | 1,000,000 |                             | 1.02 |  
|U.S. Federal Mortgage Notes due 2/15/2008 at 3.625%, principal amount $5,000,000   |  |            | 4,993,750 |                             | 5.08 |  
|U.S. Federal Mortgage Notes due 3/15/2008 at 2.750%, principal amount $9,000,000   |  |            | 8,966,250 |                             | 9.12 |  
|U.S. Federal Mortgage Notes due 4/18/2008 at 4.125%, principal amount $7,500,000   |  |            | 7,490,625 |                             | 7.62 |  
|U.S. Federal Mortgage Notes due 6/03/2008 at 4.300%, principal amount $2,000,000   |  |            | 1,997,500 |                             | 2.03 |  
|U.S. Federal Mortgage Notes due 6/15/2008 at 5.250%, principal amount $2,500,000   |  |            | 2,508,600 |                             | 2.55 |  
|U.S. Federal Mortgage Notes due 6/25/2008 at 5.250%, principal amount $7,500,000   |  |            | 7,528,125 |                             | 7.66 |  
|U.S. Federal Mortgage Notes due 8/15/2008 at 3.250%, principal amount $1,000,000   |  |            | 993,440   |                             | 1.01 |  
|U.S. Federal Mortgage Notes due 9/12/2008 at 4.875%, principal amount $6,400,000   |  |            | 6,426,048 |                             | 6.54 |  
|U.S. Federal Mortgage Notes due 9/16/2008 at 5.000%, principal amount $3,300,000   |  |            | 3,316,500 |                             | 3.37 |  
|U.S. Federal Mortgage Notes due 10/15/2008 at 4.500%, principal amount $5,000,000  |  |            | 5,015,650 |                             | 5.10 |  
|U.S. Federal Mortgage Notes due 10/28/2008 at 5.300%, principal amount $3,000,000  |  |            | 3,027,060 |                             | 3.08 |  
|U.S. Federal Mortgage Notes due 12/10/2008 at 4.300%, principal amount $4,000,000  |  |            | 4,002,520 |                             | 4.07 |  
|U.S. Federal Mortgage Notes due 2/17/2009 at 4.875%, principal amount $2,000,000   |  |            | 2,020,620 |                             | 2.06 |  

The accompanying notes are an integral part of these financial statements.



F-4



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS (Continued)

December 31, 2007



|                                                                                 |  |            |            |                             |       |  
|-------------------------------------------------------------------------------- |  | ---------- | ---------- | --------------------------- | ----- | -
|                                                                                 |  | Fair Value |            | Percent ofPartners Capital |      
|U.S. Government Sponsored Enterprises:                                           |  |            |            |                             |       |  
|(total cost - $79,944,649) (Continued)                                           |  |            |            |                             |       |  
|                                                                                 |  |           
|U.S. Federal Mortgage Notes due 3/15/2009 at 5.750%, principal amount $6,000,000 |  | $          | 6,131,280  |                             | 6.24  | %
|U.S. Federal Mortgage Notes due 5/15/2009 at 4.250%, principal amount $6,000,000 |  |            | 6,043,140  |                             | 6.15  |  
|U.S. Federal Mortgage Notes due 7/13/2009 at 5.125%, principal amount $2,000,000 |  |            | 2,044,380  |                             | 2.08  |  
|Other*                                                                           |  |            | 1,855,608  |                             | 1.89  |  
|                                                                                 |  |            |            |                             |       |  
|                                                                                 |  | $          | 80,362,646 |                             | 81.76 | %
|                                                                                 |  |            |            |                             |       |  



|* | No individual security position constitutes greater than 1% of Partners Capital.
|- | ---------------------------------------------------------------------------------



|                                |  |                                                         |            |   |                             |       |  
|------------------------------- |  | ------------------------------------------------------- | ---------- | - | --------------------------- | ----- | -
|                                |  | Unrealized Gain(Loss) On OpenLong Contracts(Fair Value) |            |   | Percent ofPartners Capital |      
|Futures Contracts:              |  |                                                         |            |   |                             |       |  
|                                |  |                                                        
|U.S. Futures Positions**        |  |                                                         |            |   |                             |       |  
|Agricultural                    |  | $                                                       | 1,801,537  |   |                             | 1.84  | %
|Metals                          |  |                                                         | 191,425    |   |                             | 0.19  |  
|Energy                          |  |                                                         | 926,208    |   |                             | 0.94  |  
|                                |  |                                                         |            |   |                             |       |  
|Total U.S. Futures Positions    |  |                                                         | 2,919,170  |   |                             | 2.97  |  
|                                |  |                                                         |            |   |                             |       |  
|                                |  |                                                        
|Foreign Futures Positions**     |  |                                                         |            |   |                             |       |  
|Agricultural                    |  |                                                         | 165,833    |   |                             | 0.17  |  
|Metals                          |  |                                                         | (1,936,297 | ) |                             | (1.97 | )
|                                |  |                                                         |            |   |                             |       |  
|Total Foreign Futures Positions |  |                                                         | (1,770,464 | ) |                             | (1.80 | )
|                                |  |                                                         |            |   |                             |       |  
|                                |  |                                                        
|Total Futures Contracts         |  | $                                                       | 1,148,706  |   |                             | 1.17  | %
|                                |  |                                                         |            |   |                             |       |  



|** | No individual futures contract position constitutes greater than 1 percent of Partners Capital. Accordingly, the number of contracts and expiration dates are not
presented.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



F-5



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2006



|                                                                                        |  |            |            |                             |       |  
|--------------------------------------------------------------------------------------- |  | ---------- | ---------- | --------------------------- | ----- | -
|                                                                                        |  | Fair Value |            | Percent ofPartners Capital |      
|U.S. Government Sponsored Enterprises:                                                  |  |            |            |                             |       |  
|(total cost - $31,899,826)                                                              |  |            |            |                             |       |  
|                                                                                        |  |           
|U.S. Federal Home Loan Bank Notes due 1/26/2007 at 4.650%, principal amount $10,000,000 |  | $          | 9,996,900  |                             | 9.97  | %
|U.S. Federal Home Loan Bank Notes due 2/28/2008 at 4.625%, principal amount $5,000,000  |  |            | 4,968,750  |                             | 4.96  |  
|U.S. Federal Home Loan Bank Notes due 1/26/2007 at 4.625%, principal amount $3,500,000  |  |            | 3,498,915  |                             | 3.49  |  
|U.S. National Mortgage Notes due 12/15/2007 at 3.125%, principal amount $2,950,000      |  |            | 2,892,859  |                             | 2.89  |  
|U.S. National Mortgage Notes due 7/15/2007 at 4.250%, principal amount $2,400,000       |  |            | 2,387,256  |                             | 2.38  |  
|Other*                                                                                  |  |            |            |                             |       |  
|                                                                                        |  |            | 8,135,480  |                             | 8.12  |  
|                                                                                        |  |            |            |                             |       |  
|                                                                                        |  | $          | 31,880,160 |                             | 31.81 | %
|                                                                                        |  |            |            |                             |       |  



|* | No individual security position constitutes greater than 1 percent of Partners Capital.
|- | ----------------------------------------------------------------------------------------



|                                |  |                                                         |           |   |                             |       |  
|------------------------------- |  | ------------------------------------------------------- | --------- | - | --------------------------- | ----- | -
|                                |  | Unrealized Gain(Loss) on OpenLong Contracts(Fair Value) |           |   | Percent ofPartners Capital |      
|Futures Contracts:              |  |                                                         |           |   |                             |       |  
|                                |  |                                                        
|U.S. Futures Positions**        |  |                                                         |           |   |                             |       |  
|Agricultural                    |  | $                                                       | 874,978   |   |                             | 0.87  | %
|Metals                          |  |                                                         | 43,300    |   |                             | 0.05  |  
|Energy                          |  |                                                         | 300,196   |   |                             | 0.30  |  
|                                |  |                                                         |           |   |                             |       |  
|Total U.S. Futures Positions    |  |                                                         | 1,218,474 |   |                             | 1.22  |  
|                                |  |                                                         |           |   |                             |       |  
|                                |  |                                                        
|Foreign Futures Positions**     |  |                                                         |           |   |                             |       |  
|Agricultural                    |  |                                                         | (9,542    | ) |                             | (0.01 | )
|Metals                          |  |                                                         | (226,512  | ) |                             | (0.23 | )
|                                |  |                                                         |           |   |                             |       |  
|Total Foreign Futures Positions |  |                                                         | (236,054  | ) |                             | (0.24 | )
|                                |  |                                                         |           |   |                             |       |  
|                                |  |                                                        
|Total Futures Contracts         |  | $                                                       | 982,420   |   |                             | 0.98  | %
|                                |  |                                                         |           |   |                             |       |  



|** | No individual futures contract position constitutes greater than 1 percent of Partners Capital. Accordingly, the number of contracts and expiration dates are not
presented.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



F-6



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2005



|                                |  |                                                         |           |                             |      |  
|------------------------------- |  | ------------------------------------------------------- | --------- | --------------------------- | ---- | -
|                                |  | Unrealized Gain(Loss) on OpenLong Contracts(Fair Value) |           | Percent ofPartners Capital |     
|Futures Contracts:              |  |                                                         |           |                             |      |  
|                                |  |                                                        
|U.S. Futures Positions*         |  |                                                         |           |                             |      |  
|Agricultural                    |  | $                                                       | 1,074,051 |                             | 1.00 | %
|Metals                          |  |                                                         | 203,185   |                             | 0.19 |  
|Energy                          |  |                                                         | 877,290   |                             | 0.81 |  
|                                |  |                                                         |           |                             |      |  
|Total U.S. Futures Positions    |  |                                                         | 2,154,526 |                             | 2.00 |  
|                                |  |                                                         |           |                             |      |  
|                                |  |                                                        
|Foreign Futures Positions*      |  |                                                         |           |                             |      |  
|Agricultural                    |  |                                                         | 89,717    |                             | 0.08 |  
|Metals                          |  |                                                         | 955,573   |                             | 0.89 |  
|                                |  |                                                         |           |                             |      |  
|Total Foreign Futures Positions |  |                                                         | 1,045,290 |                             | 0.97 |  
|                                |  |                                                         |           |                             |      |  
|                                |  |                                                        
|Total Futures Contracts         |  | $                                                       | 3,199,816 |                             | 2.97 | %
|                                |  |                                                         |           |                             |      |  



|* | No individual futures contract position constitutes greater than 1 percent of Partners Capital. Accordingly, the number of contracts and expiration dates are not
presented.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2008, 2007, 2006, and 2005



|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | - | --------- | -
|                                                  |  | 2008 |             |   | 2007 |   |            | 2006 |  |   | 2005       |  
|                                                  |  |      |             |  
|Net trading gains (losses):                       |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|Realized                                          |  | $    | (33,458,873 | ) |      | $ | 19,099,835 |      |  | $ | 1,854,479  |   |  | $ | 5,061,375 |  
|Change in unrealized                              |  |      | (1,993,144  | ) |      |   | 166,286    |      |  |   | (2,217,396 | ) |  |   | 3,223,164 |  
|Commissions                                       |  |      | (186,444    | ) |      |   | (206,082   | )    |  |   | (160,098   | ) |  |   | (352,695  | )
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      | (35,638,461 | ) |      |   | 19,060,039 |      |  |   | (523,015   | ) |  |   | 7,931,844 |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      |             |  
|Investment income:                                |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|Interest income                                   |  |      | 2,301,162   |   |      |   | 3,979,140  |      |  |   | 1,484,923  |   |  |   | 1,903,754 |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      |             |  
|Expenses:                                         |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|Management fees  General Partner                 |  |      | 947,291     |   |      |   | 869,626    |      |  |   | 868,185    |   |  |   | 726,794   |  
|Administrative fees                               |  |      | 1,476,941   |   |      |   | 1,513,381  |      |  |   | 2,045,228  |   |  |   | 1,031,771 |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      | 2,424,232   |   |      |   | 2,383,007  |      |  |   | 2,913,413  |   |  |   | 1,758,565 |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      |             |  
|Net investment income (loss)                      |  |      | (123,070    | ) |      |   | 1,596,133  |      |  |   | (1,428,490 | ) |  |   | 145,189   |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      |             |  
|Net income (loss)                                 |  | $    | (35,761,531 | ) |      | $ | 20,656,172 |      |  | $ | (1,951,505 | ) |  | $ | 8,077,033 |  
|                                                  |  |      |             |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                                  |  |      |             |  
|Net increase (decrease) in NAV per GP and LP unit |  | $    | (99.60      | ) |      | $ | 45.01      |      |  | $ | (3.76      | ) |  | $ | 26.01     |  

Net income (loss) per General and Limited Partner unit (based on weighted average number of units
outstanding during the year):



|                                                    |  |   |             |   |  |   |            |  |   |            |   |  |   |          
|--------------------------------------------------- |  | - | ----------- | - |  | - | ---------- |  | - | ---------- | - |  | - | ---------
|General Partner                                     |  | $ | (107.56     | ) |  | $ | 47.06      |  | $ | (3.76      | ) |  | $ | 9.63     
|Limited Partner                                     |  | $ | (90.68      | ) |  | $ | 43.16      |  | $ | (3.50      | ) |  | $ | 19.90    
|                                                    |  |   |             |  
|Net income (loss) per General and Limited Partners: |  |   |             |   |  |   |            |  |   |            |   |  |   |          
|                                                    |  |   |             |  
|General Partner                                     |  | $ | (422,637    | ) |  | $ | 284,890    |  | $ | (24,586    | ) |  | $ | 36,841   
|Limited Partners                                    |  |   | (35,338,894 | ) |  |   | 20,371,282 |  |   | (1,926,919 | ) |  |   | 8,040,192
|                                                    |  |   |             |   |  |   |            |  |   |            |   |  |   |          
|                                                    |  | $ | (35,761,531 | ) |  | $ | 20,656,172 |  | $ | (1,951,505 | ) |  | $ | 8,077,033
|                                                    |  |   |             |   |  |   |            |  |   |            |   |  |   |          

The accompanying notes are an integral part of these financial statements.



F-8



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL (NET ASSETS)

For the years ended December 31, 2008, 2007, 2006, and 2005



|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  
|------------------------------------------------- |  | -------------- | - |  | --------------- | ----------- | - | -------------- | ------ | - | -------------- | - | --------- | ----- |  | - | ----------- | -
|                                                  |  | Number ofUnits |   |  | LimitedPartners |             |   | Number ofUnits |        |   | GeneralPartner |   |           | Total | 
|                                                  |  |                |   |  |                
|Partners capital (net assets), January 1, 2005   |  | 168,983        |   |  | $               | 27,594,092  |   |                | 152    |   |                | $ | 24,824    |       |  | $ | 27,618,916  |  
|                                                  |  |                |   |  |                
|Contributions                                     |  | 449,428        |   |  |                 | 81,183,036  |   |                | 6,392  |   |                |   | 1,177,132 |       |  |   | 82,360,168  |  
|                                                  |  |                |   |  |                
|Net income                                        |  |               |   |  |                 | 8,040,192   |   |                |       |   |                |   | 36,841    |       |  |   | 8,077,033   |  
|                                                  |  |                |   |  |                
|Withdrawals                                       |  | (55,224        | ) |  |                 | (10,205,302 | ) |                |       |   |                |   |          |       |  |   | (10,205,302 | )
|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  
|                                                  |  |                |   |  |                
|Partners capital (net assets), December 31, 2005 |  | 563,187        |   |  |                 | 106,612,018 |   |                | 6,544  |   |                |   | 1,238,797 |       |  |   | 107,850,815 |  
|                                                  |  |                |   |  |                
|Contributions                                     |  |               |   |  |                 |            |   |                |       |   |                |   |          |       |  |   |            |  
|                                                  |  |                |   |  |                
|Net loss                                          |  |               |   |  |                 | (1,926,919  | ) |                |       |   |                |   | (24,586   | )     |  |   | (1,951,505  | )
|                                                  |  |                |   |  |                
|Withdrawals                                       |  | (29,563        | ) |  |                 | (5,674,191  | ) |                |       |   |                |   |          |       |  |   | (5,674,191  | )
|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  
|                                                  |  |                |   |  |                
|Partners capital (net assets), December 31, 2006 |  | 533,624        |   |  |                 | 99,010,908  |   |                | 6,544  |   |                |   | 1,214,211 |       |  |   | 100,225,119 |  
|                                                  |  |                |   |  |                
|Contributions                                     |  |               |   |  |                 |            |   |                |       |   |                |   |          |       |  |   |            |  
|                                                  |  |                |   |  |                
|Net income                                        |  |               |   |  |                 | 20,371,282  |   |                |       |   |                |   | 284,890   |       |  |   | 20,656,172  |  
|                                                  |  |                |   |  |                
|Withdrawals                                       |  | (111,584       | ) |  |                 | (22,081,009 | ) |                | (2,275 | ) |                |   | (514,983  | )     |  |   | (22,595,992 | )
|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  
|                                                  |  |                |   |  |                
|Partners capital (net assets), December 31, 2007 |  | 422,040        |   |  |                 | 97,301,181  |   |                | 4,269  |   |                |   | 984,118   |       |  |   | 98,285,299  |  
|                                                  |  |                |   |  |                
|Contributions                                     |  |               |   |  |                 |            |   |                |       |   |                |   |          |       |  |   |            |  
|                                                  |  |                |   |  |                
|Net loss                                          |  |               |   |  |                 | (35,338,894 | ) |                |       |   |                |   | (422,637  | )     |  |   | (35,761,531 | )
|                                                  |  |                |   |  |                
|Withdrawals                                       |  | (67,788        | ) |  |                 | (15,574,077 | ) |                | (231   | ) |                |   | (32,679   | )     |  |   | (15,606,756 | )
|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  
|                                                  |  |                |   |  |                
|Partners capital (net assets), December 31, 2008 |  | 354,252        |   |  | $               | 46,388,210  |   |                | 4,038  |   |                | $ | 528,802   |       |  | $ | 46,917,012  |  
|                                                  |  |                |   |  |                 |             |   |                |        |   |                |   |           |       |  |   |             |  

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL (NET ASSETS) (Continued)

For the years ended December 31, 2008, 2007, 2006, and 2005



|                                     |  |              |         |      |   |         |  |      |         |  |   |        
|------------------------------------ |  | ------------ | ------- | ---- | - | ------- |  | ---- | ------- |  | - | -------
|                                     |  | December 31,
|Per unit data                        |  | 2008         |         | 2007 |   | 2006    |  | 2005
|                                     |  |              |         |     
|Net asset value (all units)          |  | $            | 130.95  |      | $ | 230.55  |  | $    | 185.54  |  | $ | 189.30 
|                                     |  |              |         |     
|Units outstanding - Limited Partners |  |              | 354,252 |      |   | 422,040 |  |      | 533,624 |  |   | 563,187
|Units outstanding - General Partner  |  |              | 4,038   |      |   | 4,269   |  |      | 6,544   |  |   | 6,544  
|Units outstanding - Total            |  |              | 358,290 |      |   | 426,309 |  |      | 540,168 |  |   | 569,731

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF CASH FLOWS

For the years ended December 31, 2008, 2007, 2006, and 2005



|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                                          |  | 2008 |             |   | 2007 |   |             | 2006 |  |   | 2005        |  
|Cash Flows provided by (used in) operating activities                     |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|Net income (loss)                                                         |  | $    | (35,761,531 | ) |      | $ | 20,656,172  |      |  | $ | (1,951,505  | ) |  | $ | 8,077,033   |  
|Net sales (purchases) of investments in U.S. Government securities        |  |      | 4,535,385   |   |      |   | (4,535,385  | )    |  |   |            |   |  |   |            |  
|(Purchases) of long-term U.S. Government Sponsored Enterprises            |  |      | (40,252,418 | ) |      |   | (80,806,235 | )    |  |   | (15,800,198 | ) |  |   |            |  
|Sales of long-term U.S. Government Sponsored Enterprises                  |  |      | 32,753,519  |   |      |   | 6,631,114   |      |  |   | 4,050,528   |   |  |   |            |  
|Net sales (purchases) of short-term U.S. Government-Sponsored Enterprises |  |      | 79,840,730  |   |      |   | 25,692,635  |      |  |   | (20,130,490 | ) |  |   | 24,447,769  |  
|Net change in unrealized (gain) loss on open contracts, net               |  |      | 1,993,144   |   |      |   | (166,286    | )    |  |   | 2,217,396   |   |  |   | (3,223,164  | )
|                                                                          |  |      |             |  
|Change in:                                                                |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|Cash in broker trading accounts                                           |  |      | (28,674,171 | ) |      |   | 30,956,409  |      |  |   | (31,322,865 | ) |  |   | (8,017,081  | )
|Receivable from Refco Capital Markets, Ltd.                               |  |      | 1,453,668   |   |      |   | 28,207,308  |      |  |   | 46,054,372  |   |  |   | (75,712,528 | )
|Interest receivable                                                       |  |      | 820,405     |   |      |   | (399,859    | )    |  |   | (428,265    | ) |  |   | 50,097      |  
|Other receivable                                                          |  |      | (30,201     | ) |      |   |            |      |  |   |            |   |  |   |            |  
|Brokerage commissions payable                                             |  |      | (3,017      | ) |      |   | (2,641      | )    |  |   | 653         |   |  |   | 5,499       |  
|Accrued management fees                                                   |  |      | (108,973    | ) |      |   | 84,735      |      |  |   | (152,789    | ) |  |   | 173,929     |  
|Administrative fees payable                                               |  |      | 98,450      |   |      |   | 145,202     |      |  |   | 12,390      |   |  |   | (1,652,854  | )
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|                                                                          |  |      |             |  
|Net cash provided by (used in) operating activities                       |  |      | 16,664,990  |   |      |   | 26,463,169  |      |  |   | (17,450,773 | ) |  |   | (55,851,300 | )
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|                                                                          |  |      |             |  
|Cash flows provided by (used in) financing activities                     |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|Partner contributions                                                     |  |      |            |   |      |   |            |      |  |   |            |   |  |   | 82,360,168  |  
|Partner withdrawals                                                       |  |      | (16,131,370 | ) |      |   | (27,674,980 | )    |  |   | (3,943,287  | ) |  |   | (5,025,276  | )
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|                                                                          |  |      |             |  
|Net cash provided by (used in) financing activities                       |  |      | (16,131,370 | ) |      |   | (27,674,980 | )    |  |   | (3,943,287  | ) |  |   | 77,334,892  |  
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|                                                                          |  |      |             |  
|Net increase (decrease) in cash and cash equivalents                      |  |      | 533,620     |   |      |   | (1,211,811  | )    |  |   | (21,394,060 | ) |  |   | 21,483,592  |  
|                                                                          |  |      |             |  
|Cash and cash equivalents                                                 |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|Beginning of the Year                                                     |  |      | 438,574     |   |      |   | 1,650,385   |      |  |   | 23,044,445  |   |  |   | 1,560,853   |  
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  
|End of the Year                                                           |  | $    | 972,194     |   |      | $ | 438,574     |      |  | $ | 1,650,385   |   |  | $ | 23,044,445  |  
|                                                                          |  |      |             |   |      |   |             |      |  |   |             |   |  |   |             |  

The accompanying notes are an integral part of these financial statements.



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2008, 2007, 2006, 2005



|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. Net asset value is determined by subtracting liabilities from assets, which also equals partners capital.

Cash and Cash Equivalents:Cash and cash equivalents include highly liquid instruments with original maturities of three months or less at the date of acquisition.

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. The Partnership has evaluated the application of Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48) entitled
Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,which it adopted January 1, 2007, and has determined the FIN 48 does not have a material impact on the Partnerships
financial statements. In connection with the application of FIN 48, the Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense.

Fair Value of Financial Instruments:Securities and derivative financial instruments are recorded at fair value.

Revenue Recognition:Futures and forward contracts are recorded on a trade date basis and realized gains or losses are recognized when contracts are liquidated. Unrealized gains or losses on open
contracts (the difference between contract trade price and market price) are reported in the statement of financial condition as a net unrealized gain or loss, as there exists a right of offset. Fair value of exchange-traded contracts is based upon
exchange settlement prices. U.S. Government securities and U.S. government-sponsored enterprises are stated at cost plus accrued interest, which approximates fair value.

Interest Income Recognition: The Partnership records interest income on the accrual basis.

Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.



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##### Table of Contents

|Note 1. | Significant Accounting Policies (Continued):
|------- | --------------------------------------------

Foreign Currency Translation: Foreign currency is translated into U.S. dollars at the exchange rate prevailing on the last business day of each month. The company does not isolate that portion
of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized gain or loss from
investments.

Ongoing Offering Expenses: Ongoing offering expenses are accrued on an ongoing basis and charged to expense as incurred.

Deposits with Brokers:The Partnership deposits assets with brokers subject to Commodity Futures Trading Commission regulations and
various exchange and broker requirements. Margin requirements are satisfied by the deposit of U.S. Treasury bills, U.S. Treasury notes, Government-sponsored enterprises and cash with such brokers. The Partnership earns interest income on its assets
deposited with the brokers.

Redemptions Payable: Pursuant to the provisions of Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS 150), redemptions approved by the General Partner prior to month-end are reflected as redemptions payable (see Note 4).

Recent Accounting Pronouncements: In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires additional disclosures about the objectives of using derivative instruments, the method by which the derivative instruments and related
hedged items are accounting for under Statement No. 133 and its related interpretations, and the effect of derivative instruments and related hedged items on financial position, financial performance, and cash flows. SFAS 161 also requires
disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, or the
Partnerships quarter ended March 31, 2009. As this pronouncement is only disclosure-related, it will not have an impact on the financial position and results of operations. However, this pronouncement will require increased
disclosure about the Partnerships use of derivatives.

In May 2009, the FASB issued FASB Statement No. 165, Subsequent Events,(SFAS 165) which establishes general standards of and accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for
interim and annual periods ending after June 15, 2009.

In June 2009, the FASB issued SFAS No. 168, FASB
Accounting Standards CodificationTMand the Hierarchy of
Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162(SFAS 168). The FASB Accounting Standards CodificationTM(Codification) will be the single source of authoritative
nongovernmental U.S. GAAP. The Codification will launch on July 1, 2009 and will be effective for interim and annual periods ending after September 15, 2009. The Codification is not expected to change U.S. GAAP, but will combine all
authoritative standards into a comprehensive, topically organized online database. After the Codification launch on July 1, 2009 only one level of authoritative GAAP will exist, other than guidance issued by the SEC. All other accounting
literature excluded from the Codification will be considered non-authoritative. The Codification will have an impact to the Partnerships financial statement disclosures since all future references to authoritative accounting literature will be
references in accordance with the Codification.



F-13



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##### Table of Contents

|Note 2. | Fair Value of Financial Instruments:
|------- | ------------------------------------

Effective January, 1, 2008, the Partnership adopted Statement of Financial Accounting Standard No. 157, Fair Value Measurements, (SFAS 157) issued by the FASB. SFAS 157 defines fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS 157 as assumptions market participants would use in pricing an asset or liability. The
three levels of the fair value hierarchy under SFAS 157 are described below.

Level 1. Unadjusted quoted prices in
active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation
methodologies. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3. Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon
the best information in the circumstances and may require significant management judgment or estimation.

In certain cases, the inputs used to
measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value
measurement. The Partnerships assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The following section describes the
valuation techniques used by the Partnership to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

The fair values of exchange traded futures contracts are based upon exchange settlement prices. Fair value of non-exchange traded futures contracts is
based on third-party quoted dealer values on the Interbank market. Government-sponsored enterprises are stated at cost plus accrued interest, which approximates fair value. Money market funds are valued using quoted market
prices. These financial instruments are classified as Level 1 of the fair value hierarchy.

U.S. government securities are normally
valued using a model that incorporates market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. U.S. government
securities are categorized in Level 1 of the fair value hierarchy.



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##### Table of Contents

|Note 2. | Fair Value of Financial Instruments (Continued):
|------- | ------------------------------------------------

The following table summarizes the Partnerships assets measured at fair value on a recurring basis as of December 31, 2008 using the fair value hierarchy of SFAS 157:



|                                   |  |         |            |  
|---------------------------------- |  | ------- | ---------- | -
|Description                        |  | Level 1 |           
|                                   | 
|Equity in brokers trading account: |  |         |            |  
|Futures contracts                  |  | $       | (844,438   | )
|U.S. Government securities         |  |         | 8,020,815  |  
|Cash at brokers:                   |  |         |            |  
|Money market funds                 |  |         | 26,964,746 |  
|                                   |  |         |            |  
|                                   | 
|Total assets at fair value         |  | $       | 34,141,123 |  
|                                   |  |         |            |  

At December 31, 2008 there are no Level 2 or Level 3 assets or liabilities.



|Note 3. | 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. including trading decisions.

The Partnership pays a monthly management fee to the General Partner equal to 0.08333% of the net assets of the Partnership at the close of the preceding
month (1.00% per annum) effective April 1, 2005. From May 1, 2004 to March 31, 2005, the monthly management fee was 0.14583% of the sum of all Capital Accounts at the close of each month (1.75% per annum).

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 0.80% per annum rate. Effective January 1, 2007, the Partnership began tracking the Index at a 90% level, and, accordingly, increased its management fee to a 0.90% per annum rate. On September 1, 2007, the Partnership began
tracking the Index at a 95% level, 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, increased 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.

Prior to September 1, 2005, Hart Capital Management, Inc. (Hart) was the investment advisor for the Partnership. Hart is a division of Arbor Research & Trading, Inc. (Arbor), which is a member of the
General Partner. Three members of the General Partner are also principals of Arbor. Hart provided certain investment advisory services with respect to the investing and trading activities of the Partnership. Hart was paid an annual advisory fee of
0.1% of the average month-end market value of the Portfolio under management. As of September 1, 2005, the Partnership no longer employed Hart as the investment advisor.



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##### Table of Contents

|Note 3. | Agreements and Related-Party Transactions (Continued):
|------- | ------------------------------------------------------

Uhlmann Price Securities L.L.C. (Uhlmann), a party related to the General Partner by reason of common management, acts as the selling group manager for the Partnership. The Partnership pays
Uhlmann 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 the General Partner) are charged to partners capital upon issuance of partnership units. Prior to April 1, 2005, the selling fees were up to 6% of the gross offering proceeds (which included a 4.5% reallowance).

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 soliciting broker-dealer for ongoing investor services. Trailing servicing fees are paid beginning the 13thmonth that a unit has been outstanding.

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.

Fund Dynamics, LLC, an affiliate of the General Partner, acts as the Partnerships administrator. Effective, January 1, 2007, Fund Dynamics, LLC has calculated both the daily and monthly Net Asset Value (NAV), prepares
the monthly accounting package, and prepares monthly investor statements.

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



|                                    |  |                          |         |      |   |         |  |      |         |  |   |          
|----------------------------------- |  | ------------------------ | ------- | ---- | - | ------- |  | ---- | ------- |  | - | ---------
|                                    |  | Years ended December 31,
|                                    |  | 2008                     |         | 2007 |   | 2006    |  | 2005
|Management fees  General Partner   |  | $                        | 947,291 |      | $ | 869,626 |  | $    | 868,185 |  | $ | 726,794  
|Advisory fees  Hart                |  |                          |        |      |   |        |  |      |        |  |   | 42,023   
|Selling fees  Uhlmann              |  |                          |        |      |   |        |  |      |        |  |   | 2,376,346
|Administrative fees  Fund Dynamics |  |                          | 194,816 |      |   | 205,594 |  |      |        |  |   |         
|Trailing servicing fees  Uhlmann   |  |                          | 622,150 |      |   | 612,271 |  |      | 462,573 |  |   | 72,485   



|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.

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.

Prior to November 2005, 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 7), 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.
Redemption values are based on total assets of the Partnership, including assets yet to be distributed by Refco Capital Markets pursuant to the Settlement Agreement, described below in Note 7, as well as amounts the Partnership is seeking to recover
through participation in the Refco Capital Markets Litigation Trust described below in Note 7.



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##### Table of Contents

|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 futures trades through one clearing broker, MF Global, Inc. 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.

The unrealized net trading gains (losses) on open futures contracts is comprised of the following:



|                                      |  |                          |            |   |      |   |            |      |  |   |            |   |  |   |           |  
|------------------------------------- |  | ------------------------ | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | - | --------- | -
|                                      |  | Years ended December 31, |           
|                                      |  | 2008                     |            |   | 2007 |   |            | 2006 |  |   | 2005       |  
|                                      |  |                          |            |  
|Gross unrealized gains                |  | $                        | 2,475,983  |   |      | $ | 4,044,295  |      |  | $ | 2,410,209  |   |  | $ | 3,484,060 |  
|Gross unrealized losses               |  |                          | (3,320,421 | ) |      |   | (2,895,589 | )    |  |   | (1,427,789 | ) |  |   | (284,244  | )
|                                      |  |                          |            |   |      |   |            |      |  |   |            |   |  |   |           |  
|                                      |  |                          |            |  
|Net unrealized trading gains (losses) |  | $                        | (844,438   | ) |      | $ | 1,148,706  |      |  | $ | 982,420    |   |  | $ | 3,199,816 |  
|                                      |  |                          |            |   |      |   |            |      |  |   |            |   |  |   |           |  



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##### Table of Contents

|Note 6. | Financial Highlights:
|------- | ---------------------

Financial
highlights for limited partners for the years ended December 31, 2008, 2007, 2006, and 2005 are as follows:

Per Unit Performance



|                                                                                |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|------------------------------------------------------------------------------- |  | ---- | ------ | -- | ---- | - | ------ | ---- |  | - | ------ | -- |  | - | ------ | -
|                                                                                |  | 2008 |        |    | 2007 |   |        | 2006 |  |   | 2005   |   
|                                                                                |  |      |        |   
|Net asset Value per unit at the beginning of the period                         |  | $    | 230.55 |    |      | $ | 185.54 |      |  | $ | 189.30 |    |  | $ | 163.29 |  
|Income (loss) from operations:                                                  |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|Net trading gains (losses)                                                      |  |      | (99.26 | )  |      |   | 41.64  |      |  |   | (1.20  | )  |  |   | 25.65  |  
|Investment income:                                                              |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|Interest income                                                                 |  |      | 5.85   |    |      |   | 8.32   |      |  |   | 2.67   |    |  |   | 4.67   |  
|Expenses:                                                                       |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|                                                                                |  |      |        |   
|Total expenses                                                                  |  |      | (6.19  | )  |      |   | (4.95  | )    |  |   | (5.23  | )  |  |   | (4.31  | )
|                                                                                |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|                                                                                |  |      |        |   
|Net investment income (loss)                                                    |  |      | (0.34  | )  |      |   | 3.37   |      |  |   | (2.56  | )  |  |   | 0.36   |  
|                                                                                |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|Net income (loss) per unit                                                      |  |      | (99.60 | )  |      |   | 45.01  |      |  |   | (3.76  | )  |  |   | 26.01  |  
|                                                                                |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|                                                                                |  |      |        |   
|Net Asset Value per unit at the end of the period                               |  | $    | 130.95 |    |      | $ | 230.55 |      |  | $ | 185.54 |    |  | $ | 189.30 |  
|                                                                                |  |      |        |    |      |   |        |      |  |   |        |    |  |   |        |  
|                                                                                |  |      |        |   
|                                                                                |  | 2008 |        |    | 2007 |   |        | 2006 |  |   | 2005   |   
|                                                                                |  |      |        |   
|Ratio of Net investment income (loss) to average partners capital (net assets) |  |      | (0.14  | )% |      |   | 1.68   | %    |  |   | (1.32  | )% |  |   | 0.20   | %
|                                                                                |  |      |        |   
|Ratio of Expenses to average partners capital (net assets)(1)                  |  |      | 2.66   | %  |      |   | 2.50   | %    |  |   | 2.70   | %  |  |   | 2.36   | %
|                                                                                |  |      |        |   
|Total return                                                                    |  |      | (43.19 | )% |      |   | 24.26  | %    |  |   | (1.99  | )% |  |   | 15.93  | %

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 3).



|(1) | The ratio of expenses to average partners capital (net asset) values does not include brokerage commissions.
|--- | -------------------------------------------------------------------------------------------------------------



|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.



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##### Table of Contents

|Note 7. | Litigation Proceedings and Loss Contingency (Continued):
|------- | --------------------------------------------------------

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.

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 30 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 June 30, 2009, approximately 93.98% of the value
of those claims has been distributed in multiple distributions, and the Partnership has received $70,725,667, 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
June 30, 2009, the Partnership has recovered $233,260 in respect to its FX Claims, or approximately 50.79% 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.



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##### Table of Contents

|Note 7. | Litigation Proceedings and Loss Contingency (Continued):
|------- | --------------------------------------------------------

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% 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.

In aggregate through December 31, 2008, the Partnerships recoveries were approximately
$140,000 in excess of the assets held at Refco Capital Markets. These excess recoveries have been allocated among all partners in the Partnership, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions.
Approximately $85,000 of which has been reflected as interest income in the statement of operations for the year ended December 31, 2008. The General Partner anticipates that there are additional distributions yet to be received from the Refco
Capital Markets Bankruptcy Global Settlement 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. As of June 30, 2009, the Trustee has elected not to make public any information about the Litigation Trusts
settlements. Therefore, Management is unable to estimate the amount that the Partnership may recover from this source.

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 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.



|Note 8. | Indemnifications:
|------- | -----------------

In the normal course
of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties, both of which provide general indemnifications. The Partnerships maximum exposure under these arrangements is unknown,
as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote.



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Partners of Rogers International Raw Materials Fund, L.P.:

We have audited the accompanying statement of financial condition of Rogers International Raw Materials Fund, L.P. (the Partnership), including the schedules of investments, as of
December 31, 2004 and 2003 and the related statements of operations and changes in partners capital for the years then ended. These financial statements are the responsibility of the Partnerships management. Our responsibility is to
express an opinion on these financial statements based on our audits. The financial statements of Rogers International Raw Materials Fund, L.P. as of December 31, 2002 and for the year then ended were audited by other auditors whose report
dated February 27, 2003, expressed an unqualified opinion on those statements.

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

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Rogers International Raw Materials Fund, L.P. as of December 31, 2004 and 2003, and the results of its operations and changes in partners
capital for the years then ended in conformity with accounting principles generally accepted in the United States.



|                                       
|---------------------------------------
|/s/ Altschuler, Melvoin and Glasser LLP
|                                       
|Chicago, Illinois                      
|March 16, 2005                         



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

December 31, 2004 and 2003



|                                                        |  |      |            |      |   |           
|------------------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                                        |  | 2004 |            | 2003
|ASSETS                                                  |  |      |            |      |   |           
|Cash at bank                                            |  | $    | 1,560,853  |      | $ | 2,711,877 
|Cash at broker                                          |  |      | 3,598,083  |      |   | 609,790   
|Investment in US Government obligations                 |  |      | 24,447,769 |      |   | 10,261,500
|Unrealized net trading gains on open futures contracts  |  |      |           |      |   | 620,470   
|Interest receivable                                     |  |      | 127,842    |      |   |           
|Other                                                   |  |      | 2,820      |      |   | 35,710    
|                                                        |  |      |            |      |   |           
|                                                        |  |     
|Total Assets                                            |  | $    | 29,737,367 |      | $ | 14,239,347
|                                                        |  |      |            |      |   |           
|                                                        |  |     
|LIABILITIES                                             |  |      |            |      |   |           
|                                                        |  |     
|Unrealized net trading losses on open futures contracts |  | $    | 23,348     |      | $ |          
|Commissions payable                                     |  |      | 8,362      |      |   | 3,794     
|Accrued management fees  General Partner               |  |      | 40,922     |      |   | 20,592    
|Administrative fees payable                             |  |      | 214,080    |      |   | 189,446   
|Redemptions payable                                     |  |      | 147,851    |      |   | 2,742,486 
|Subscriptions received in advance                       |  |      | 1,683,888  |      |   | 2,768,023 
|                                                        |  |      |            |      |   |           
|                                                        |  |     
|Total Liabilities                                       |  |      | 2,118,451  |      |   | 5,724,341 
|                                                        |  |      |            |      |   |           
|                                                        |  |     
|PARTNERS CAPITAL                                       |  |      |            |      |   |           
|                                                        |  |     
|Partners Capital                                       |  |      | 27,618,916 |      |   | 8,515,006 
|                                                        |  |      |            |      |   |           
|                                                        |  |     
|Total Liabilities and Partners Capital                 |  | $    | 29,737,367 |      | $ | 14,239,347
|                                                        |  |      |            |      |   |           

See accompanying notes to financial statements.



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2004



|                                                                                    |  |                    |  |             |            |   |                             |       |  
|----------------------------------------------------------------------------------- |  | ------------------ |  | ----------- | ---------- | - | --------------------------- | ----- | -
|                                                                                    |  |                    |  | MarketValue |            |   | Percent ofPartners Capital |      
|US Government obligations:                                                          |  |                    |  |             |            |   |                             |       |  
|(total cost - $24,508,959)                                                          |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  |                    | 
|US Federal Home Loan Bank Notes due 6/15/05 at 1.625%, principal amount $14,500,000 |  |                    |  | $           | 14,433,164 |   |                             | 52.26 | %
|US Federal Home Loan Bank Notes due 8/15/05 at 3.000%, principal amount $10,000,000 |  |                    |  |             | 10,014,605 |   |                             | 36.26 |  
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  |                    |  | $           | 24,447,769 |   |                             | 88.52 | %
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  |                    | 
|Open Futures Contracts:                                                             |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  | Number ofContracts |  |             |            |   |                             |      
|Unrealized gains (98.11% US based)                                                  |  |                    |  |             |            |   |                             |       |  
|Energy                                                                              |  | 137                |  | $           | 216,680    |   |                             | 0.79  |  
|Metals                                                                              |  | 132                |  |             | 472,588    |   |                             | 1.71  |  
|Agricultural                                                                        |  | 244                |  |             | 298,474    |   |                             | 1.08  |  
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  | 513                |  | $           | 987,742    |   |                             | 3.58  | %
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  |                    | 
|Unrealized losses (97.67% US based)                                                 |  |                    |  |             |            |   |                             |       |  
|Energy                                                                              |  | 113                |  |             | 726,745    |   |                             | 2.63  |  
|Metals                                                                              |  | 38                 |  |             | 98,218     |   |                             | 0.36  |  
|Agricultural                                                                        |  | 549                |  |             | 186,128    |   |                             | 0.67  |  
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  | 700                |  | $           | 1,011,090  |   |                             | 3.66  | %
|                                                                                    |  |                    |  |             |            |   |                             |       |  
|                                                                                    |  |                    | 
|Unrealized net trading losses on open futures contracts                             |  |                    |  | $           | (23,348    | ) |                             |       |  
|                                                                                    |  |                    |  |             |            |   |                             |       |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

SCHEDULE OF INVESTMENTS

December 31, 2003



|                                                                                    |  |                    |  |              |            |                             |        |  
|----------------------------------------------------------------------------------- |  | ------------------ |  | ------------ | ---------- | --------------------------- | ------ | -
|                                                                                    |  |                    |  | Market Value |            | Percent ofPartners Capital |       
|US Government obligations:                                                          |  |                    |  |              |            |                             |        |  
|(total cost - $10,253,632)                                                          |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|US Treasury Notes due 2/28/05 at 1.625% principal amount $4,200,000                 |  |                    |  | $            | 4,218,375  |                             | 49.54  | %
|US Federal Home Loan Bank Notes due 12/15/04 at 2.125%, principal amount $6,000,000 |  |                    |  |              | 6,043,125  |                             | 70.97  |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    |  | $            | 10,261,500 |                             | 120.51 | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|Open Futures Contracts:                                                             |  |                    |  |              |            |                             |        |  
|                                                                                    |  | Number ofContracts |  |              |            |                             |       
|Unrealized gains (97.75% US based)                                                  |  |                    |  |              |            |                             |        |  
|Energy                                                                              |  | 151                |  | $            | 430,207    |                             | 5.05   |  
|Metals                                                                              |  | 83                 |  |              | 241,274    |                             | 2.83   |  
|Agricultural                                                                        |  | 90                 |  |              | 68,313     |                             | 0.80   |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  | 324                |  | $            | 739,794    |                             | 8.68   | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|Unrealized losses (93.00% US based)                                                 |  |                    |  |              |            |                             |        |  
|Metals                                                                              |  | 1                  |  |              | 1,000      |                             | 0.01   |  
|Agricultural                                                                        |  | 182                |  |              | 118,324    |                             | 1.39   |  
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  | 183                |  | $            | 119,324    |                             | 1.40   | %
|                                                                                    |  |                    |  |              |            |                             |        |  
|                                                                                    |  |                    | 
|Unrealized net trading gains on open futures contracts                              |  |                    |  | $            | 620,470    |                             |        |  
|                                                                                    |  |                    |  |              |            |                             |        |  



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##### Table of Contents

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF OPERATIONS

For the years ended December 31, 2004 and 2003



|                                                              |  |      |           |   |      |   |           |  
|------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                              |  | 2004 |           |   | 2003 |  
|Trading gains (losses):                                       |  |      |           |   |      |   |           |  
|Realized net trading gains  commodities                      |  | $    | 3,143,902 |   |      | $ | 1,678,287 |  
|Realized losses on securities                                 |  |      | (184,916  | ) |      |   | (36,437   | )
|Change in unrealized net trading gains (losses)  commodities |  |      | (643,818  | ) |      |   | 288,145   |  
|Change in unrealized gains (losses) on securities             |  |      | (69,058   | ) |      |   | (42,205   | )
|Foreign exchange gains                                        |  |      | 7,551     |   |      |   | 23,456    |  
|Commissions                                                   |  |      | (110,043  | ) |      |   | (50,518   | )
|                                                              |  |      |           |   |      |   |           |  
|Net gains from trading activities                             |  |      | 2,143,618 |   |      |   | 1,860,728 |  
|                                                              |  |      |           |   |      |   |           |  
|                                                              |  |     
|Investment income:                                            |  |      |           |   |      |   |           |  
|Interest income  US Government obligations                   |  |      | 438,459   |   |      |   | 186,353   |  
|Interest income  Other                                       |  |      | 34,386    |   |      |   | 9,012     |  
|                                                              |  |      |           |   |      |   |           |  
|                                                              |  |      | 472,845   |   |      |   | 195,365   |  
|                                                              |  |      |           |   |      |   |           |  
|                                                              |  |     
|Expenses:                                                     |  |      |           |   |      |   |           |  
|Management fees  General Partner                             |  |      | 393,940   |   |      |   | 164,749   |  
|Administrative fees                                           |  |      | 502,909   |   |      |   | 103,028   |  
|                                                              |  |      |           |   |      |   |           |  
|Amortization expense                                          |  |      |           |   |      |   |           |  
|                                                              |  |      | 896,849   |   |      |   | 267,777   |  
|                                                              |  |      |           |   |      |   |           |  
|                                                              |  |     
|Net investment loss                                           |  |      | (424,004  | ) |      |   | (72,412   | )
|                                                              |  |      |           |   |      |   |           |  
|                                                              |  |     
|Net income                                                    |  | $    | 1,719,614 |   |      | $ | 1,788,316 |  
|                                                              |  |      |           |   |      |   |           |  

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, 2004 and 2003



|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|------------------------------------ |  | --------------- | ---------- | - | -------------- | - | ---------- | ----- |  | - | ---------- | -
|                                     |  | LimitedPartners |            |   | GeneralPartner |   |            | Total | 
|                                     |  |                 |           
|Partners Capital, January 1, 2003   |  | $               | 7,278,256  |   |                |   |           |       |  | $ | 7,278,256  |  
|                                     |  |                 |           
|Contributions                        |  |                 | 3,577,748  |   |                |   |           |       |  |   | 3,577,748  |  
|                                     |  |                 |           
|Net income                           |  |                 | 1,788,316  |   |                |   |           |       |  |   | 1,788,316  |  
|                                     |  |                 |           
|Withdrawals                          |  |                 | (4,129,314 | ) |                |   |           |       |  |   | (4,129,314 | )
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|                                     |  |                 |           
|Partners Capital, December 31, 2003 |  | $               | 8,515,006  |   |                |   |           |       |  | $ | 8,515,006  |  
|                                     |  |                 |           
|Contributions                        |  |                 | 20,943,137 |   |                |   | 25,000     |       |  |   | 20,968,137 |  
|                                     |  |                 |           
|Net income                           |  |                 | 1,719,790  |   |                |   | (176       | )     |  |   | 1,719,614  |  
|                                     |  |                 |           
|Withdrawals                          |  |                 | (3,583,841 | ) |                |   |           |       |  |   | (3,583,841 | )
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|                                     |  |                 |           
|Partners Capital, December 31, 2004 |  | $               | 27,594,092 |   |                | $ | 24,824     |       |  | $ | 27,618,916 |  
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|                                     |  |                 |           
|Per unit data                        |  |                 | 12/31/2004 |   |                |   | 12/31/2003 |       |  |   |            |  
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|                                     |  |                 |           
|Net asset value                      |  | $               | 163.29     |   |                | $ | 142.38     |       |  |   |            |  
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  
|                                     |  |                 |           
|Units outstanding                    |  |                 | 169,135    |   |                |   | 59,806     |       |  |   |            |  
|                                     |  |                 |            |   |                |   |            |       |  |   |            |  

See accompanying notes to financial statements.



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ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2004



|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 of commodity
futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase forward contracts in the OTC 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. 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 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 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 the commodity futures 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
(increases) 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 0.14583% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month (1.75% per annum) effective May 1, 2004. Prior to May 1, 2004, the monthly management fee
was 0.1875% of the sum of all Capital Accounts at the close of each month (2.25% per annum).

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.

Hart Capital Management, Inc. (Hart) is the investment advisor for the Partnership. Hart is a division of Arbor
Research & Trading, Inc. (Arbor), which is a member of the General Partner. Three members of the General Partner are also principals of Arbor. Hart provides certain investment advisory services with respect to the investing and
trading activities of the Partnership. Hart is paid an annual advisory fee of 0.1% of the average month-end market value of the Portfolio under management effective May 1, 2004. Prior to May 1, 2004 the advisory fee paid to Hart Capital
Management was 0.50% of the average month-end market value of the portfolio under management.



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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. Selling fees of up to 6% of the gross offering proceeds (which includes a 4.5% reallowance to other
broker dealers and a 0.50% wholesaling fee retained by the General Partner) are charged to partners capital upon the 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, 2004 and 2003
|                                  |  | 2004                                   |  | 2003   
|                                  |  |                                       
|Management fees  General Partner |  | 393,940                                |  | 164,749
|Advisory fees  Hart              |  | 33,394                                 |  | 31,805 
|Selling fees  Uhlmann            |  | 538,423                                |  | 171,168
|Brokerage fees  PFG              |  | 105,476                                |  | 49,563 



|Note 3. | 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.

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.

Limited Partners may withdraw capital as of the end of any month with 10 days written notice to the General Partner.



|Note 4. | Financial Instruments with Off-Balance Sheet Credit and Market Risk:
|------- | --------------------------------------------------------------------

In connection with its trading activities, the Partnership enters into transactions in a variety of securities and derivative financial instruments, primarily exchange-traded futures contracts. These
derivative financial instruments 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. In many cases, the use
of financial instruments serves to modify or offset market risk associated with other transactions and, accordingly, serves to decrease the Partnerships overall exposure to market risks. The Partnership attempts to control its exposure to
market risk through various analytical monitoring techniques.

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 limited to the current cost to replace all futures contracts
in which the Partnership has a gain. 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.

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.



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



|Note 5. | Financial Highlights:
|------- | ---------------------

Financial highlights for the years ended December 31, 2004 and 2003 are as follows:



|                                                   |  |       |    |  |       |   
|-------------------------------------------------- |  | ----- | -- |  | ----- | --
|                                                   |  | 2004  |    |  | 2003  |   
|                                                   |  |      
|Ratio of Net Investment Loss to Average Net Assets |  | (2.13 | )% |  | (1.03 | )%
|                                                   |  |      
|Ratio of Expenses to Average Net Assets            |  | 4.52  | %  |  | 3.80  | % 
|                                                   |  |      
|Total Return                                       |  | 14.69 | %  |  | 24.28 | % 

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).



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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, 2007, 2006, and 2005. This information has not been audited.



|                                           |  |                    |             |   |                   |   |             |                    |  |   |                   |   |  |   |           |  
|------------------------------------------ |  | ------------------ | ----------- | - | ----------------- | - | ----------- | ------------------ |  | - | ----------------- | - |  | - | --------- | -
|                                           |  | Fourth Quarter2008 |             |   | Third Quarter2008 |   |             | Second Quarter2008 |  |   | First Quarter2008 |  
|Net realized and unrealized gains (losses) |  | $                  | (31,027,010 | ) |                   | $ | (31,198,077 | )                  |  | $ | 18,197,479        |   |  | $ | 8,389,147 |  
|Interest income                            |  |                    | 286,441     |   |                   |   | 518,201     |                    |  |   | 79,391            |   |  |   | 1,417,129 |  
|Expenses                                   |  |                    | (442,463    | ) |                   |   | (657,290    | )                  |  |   | (671,327          | ) |  |   | (653,152  | )
|Net income (loss)                          |  |                    | (31,183,032 | ) |                   |   | (31,337,166 | )                  |  |   | 17,605,543        |   |  |   | 9,153,124 |  
|Net income (loss) per unit                 |  | $                  | (83.40      | ) |                   | $ | (81.17      | )                  |  | $ | 43.45             |   |  | $ | 21.52     |  
|                                           |  |                    |             |  
|                                           |  | Fourth Quarter2007 |             |   | Third Quarter2007 |   |             | Second Quarter2007 |  |   | First Quarter2007 |  
|Net realized and unrealized gains (losses) |  | $                  | 6,903,719   |   |                   | $ | 8,338,186   |                    |  | $ | 2,395,012         |   |  | $ | 1,423,122 |  
|Interest income                            |  |                    | 1,172,302   |   |                   |   | 1,324,476   |                    |  |   | 713,596           |   |  |   | 768,766   |  
|Expenses                                   |  |                    | (648,457    | ) |                   |   | (586,368    | )                  |  |   | (572,101          | ) |  |   | (576,081  | )
|Net income (loss)                          |  |                    | 7,427,564   |   |                   |   | 9,076,294   |                    |  |   | 2,536,507         |   |  |   | 1,615,807 |  
|Net income (loss) per unit                 |  | $                  | 16.89       |   |                   | $ | 19.75       |                    |  | $ | 5.19              |   |  | $ | 3.18      |  
|                                           |  |                    |             |  
|                                           |  | Fourth Quarter2006 |             |   | Third Quarter2006 |   |             | Second Quarter2006 |  |   | First Quarter2006 |  
|Net realized and unrealized gains (losses) |  | $                  | 1,619,871   |   |                   | $ | (8,903,760  | )                  |  | $ | 3,737,623         |   |  | $ | 3,023,251 |  
|Interest income                            |  |                    | 341,533     |   |                   |   | 355,479     |                    |  |   | 411,207           |   |  |   | 376,704   |  
|Expenses                                   |  |                    | (683,240    | ) |                   |   | (839,415    | )                  |  |   | (657,879          | ) |  |   | (732,879  | )
|Net income (loss)                          |  |                    | 1,278,164   |   |                   |   | (9,387,696  | )                  |  |   | 3,490,951         |   |  |   | 2,667,076 |  
|Net income (loss) per unit                 |  | $                  | 2.25        |   |                   | $ | (16.86      | )                  |  | $ | 6.20              |   |  | $ | 4.66      |  
|                                           |  |                    |             |  
|                                           |  | Fourth Quarter2005 |             |   | Third Quarter2005 |   |             | Second Quarter2005 |  |   | First Quarter2005 |  
|Net realized and unrealized gains (losses) |  | $                  | 3,339,274   |   |                   | $ | 9,022,108   |                    |  | $ | (2,595,814        | ) |  | $ | 4,844,824 |  
|Interest income                            |  |                    | 661,104     |   |                   |   | 603,608     |                    |  |   | 412,722           |   |  |   | 226,320   |  
|Expenses                                   |  |                    | (711,085    | ) |                   |   | (444,104    | )                  |  |   | (330,520          | ) |  |   | (272,856  | )
|Net income (loss)                          |  |                    | (3,389,255  | ) |                   |   | 9,181,612   |                    |  |   | (2,513,612        | ) |  |   | 4,798,288 |  
|Net income (loss) per unit                 |  | $                  | (5.34       | ) |                   | $ | 17.60       |                    |  | $ | (8.70             | ) |  | $ | 22.45     |  
|                                           |  |                    |             |  
|                                           |  | Fourth Quarter2004 |             |   | Third Quarter2004 |   |             | Second Quarter2004 |  |   | First Quarter2004 |  
|Net realized and unrealized gains (losses) |  | $                  | (1,482,801  | ) |                   | $ | 2,645,076   |                    |  | $ | (682,815          | ) |  | $ | 1,664,158 |  
|Interest income                            |  |                    | 129,475     |   |                   |   | 152,423     |                    |  |   | 129,552           |   |  |   | 61,395    |  
|Expenses                                   |  |                    | (305,935    | ) |                   |   | (254,525    | )                  |  |   | (235,631          | ) |  |   | (100,758  | )
|Net income (loss)                          |  |                    | (1,659,261  | ) |                   |   | 2,542,974   |                    |  |   | (788,894          | ) |  |   | 1,624,795 |  
|Net income (loss) per unit                 |  | $                  | (9.60       | ) |                   | $ | 18.11       |                    |  | $ | (6.25             | ) |  | $ | 18.66     |  



22



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##### Table of Contents

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

Prior to September 1, 2005, Hart Capital Management, Inc. (Hart) was the investment advisor for the Partnership. Hart is a division of Arbor Research & Trading, Inc.
(Arbor), which is a member of Beeland Management. Hart provided certain investment advisory services with respect to the investing and trading activities of the Partnership. Hart was paid an annual advisory fee of 0.1% of the average
month-end market value of the Portfolio under management effective May 1, 2004. Prior to May 1, 2004 the advisory fee paid to Hart Capital Management was 0.50% of the average month-end market value of the portfolio under management. As of
September 1, 2005, the Partnership no longer employed Hart as the investment advisor.

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 that sold units of the Partnership. Uhlmann received a share of selling
fees when units were 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.

A summary of fees charged or received
by related parties from the Partnership during 2005 is as follows:



|                                   |  |   |          
|---------------------------------- |  | - | ---------
|Management fees  General Partner  |  | $ | 726,794  
|Advisory fees  Hart               |  | $ | 42,023   
|Selling fees  Uhlmann             |  | $ | 2,376,346
|Administrative Fees- Fund Dynamics |  |   |         
|Trailing servicing fees  Uhlmann  |  | $ | 72,485   

A summary of fees charged or received by related parties from the Partnership during
2006 is as follows:



|                                   |  |   |        
|---------------------------------- |  | - | -------
|Management fees  General Partner  |  | $ | 868,185
|Advisory fees  Hart               |  |   |       
|Selling fees  Uhlmann             |  |   |       
|Administrative Fees- Fund Dynamics |  |   |       
|Trailing servicing fees  Uhlmann  |  | $ | 462,573

A summary of fees charged or received by related parties from the Partnership during
2007 is as follows:



|                                   |  |   |        
|---------------------------------- |  | - | -------
|Management fees  General Partner  |  | $ | 869,626
|Advisory fees  Hart               |  |   |       
|Selling fees  Uhlmann             |  |   |       
|Administrative Fees- Fund Dynamics |  | $ | 205,594
|Trailing servicing fees  Uhlmann  |  | $ | 612,271

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



|                                   |  |   |        
|---------------------------------- |  | - | -------
|Management fees  General Partner  |  | $ | 947,291
|Advisory fees  Hart               |  |   |       
|Selling fees  Uhlmann             |  |   |       
|Administrative Fees- Fund Dynamics |  | $ | 194,816
|Trailing servicing fees  Uhlmann  |  | $ | 622,150

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. During 2005, the amount paid to PFG by the clearing broker was $241,957. The amount paid to PFG during each of the fiscal years 2006, 2007 and
2008 by the clearing broker did not exceed $120,000.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
|-------- | ----------------------------------------------------------------



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



| | (1) | Financial Statements:
| | --- | ---------------------

The
following are included with the 2008, 2007, 2006, 2005, 2004, and 2003 Report of Independent Registered Public Accounting Firm included under Item 8 of this report.

Statements of Financial Condition

Condensed Schedules of Investments

Statements of Operations

Statements of Changes in Partners Capital

Statements of
Cash Flows

Notes to Financial Statements



| | (2) | Financial statement schedules:
| | --- | ------------------------------

All Schedules are omitted for the reason that they are not required or are not applicable because equivalent information has been included in the financial statements or the notes thereto.



| | (3) | Exhibits required to be filed by Item 601 of Regulation S-K:
| | --- | ------------------------------------------------------------

The following exhibits are included herewith.



|            |  |                                                                      
|----------- |  | ---------------------------------------------------------------------
|Designation |  | Description                                                          
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
|            | 
|32.1        |  | Section 1350 Certification of Principal Executive Officer            
|            | 
|32.2        |  | Section 1350 Certification of Principal Financial Officer            



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##### Table of Contents

SIGNATURES

Pursuant to the requirements 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 February 5,
2010.



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




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