Form 10-Q

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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. (Check one):

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

During September and October, 2005, Rogers International Raw Materials Fund, L.P. (the “Partnership”) transitioned its futures trading activity to Refco LLC, a registered futures broker. On October 17, 2005, Refco Inc. and a number of its subsidiaries, including Refco Capital Markets, Ltd. (“Refco Capital Markets”), but not Refco LLC, filed voluntary Chapter 11 bankruptcy petitions with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). At the time of these bankruptcy filings, approximately $77 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets, representing approximately 67% of the Partnership’s total assets. The Partnership did not authorize the transfer of its securities to Refco Capital Markets. On October 24, 2005, the Partnership and another commodity pool managed by Beeland Management Company, L.L.C., the Partnership’s general partner (the “General Partner”), commenced an adversary proceeding (the “Adversary Proceedings”) in the Bankruptcy Court against Refco Capital Markets alleging that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnership’s assets and requesting, among other things, a constructive trust and that the Court enter judgment requiring that property to be returned to the Partnership immediately. On February 28, 2006, the Bankruptcy Court ordered that a trial in the Adversary Proceedings shall commence on a date approximately thirty days after the Bankruptcy Court enters an order or stipulation determining a motion to convert Refco Capital Markets’ Chapter 11 case to a case under the stockbroker liquidation provisions of Chapter 7 of the Bankruptcy Code. A preliminary ruling was issued on that motion on March 14, 2006 finding Refco Capital Markets to be a “stockbroker” and therefore ineligible for Chapter 11 relief, but, at the request of the parties, the Bankruptcy Court deferred action on that motion, thereby allowing the parties an opportunity to pursue a potential global Chapter 11 plan for Refco Capital Markets and one or more other Refco entities. On or about June 29, 2006, a settlement agreement was reached by and among Refco Capital Markets, through its trustee in its Chapter 11 bankruptcy case, and certain customers and other creditors of Refco Capital Markets (the “Settlement Agreement”). On or about July 20, 2006, the Partnership joined the Settlement Agreement, settling its claims in the Adversary Proceedings and agreeing to receive the same rights and benefits, including the rights of distribution, as securities customers of Refco Capital Markets, while preserving its rights to pursue claims against Refco, LLC, as described below. The Bankruptcy Court approved the settlement at a hearing held on September 14, 2006. At that hearing, a global settlement was announced that would resolve key disputes among all of the Refco entity bankruptcy estates. The Partnership is among many parties to the global settlement which is embodied in a disclosure statement and plan of reorganization filed by the Refco debtors at the end of the settlement hearing. The Bankruptcy Court entered an order approving the disclosure statement on October 20, 2006. The hearing to consider the confirmation of the plan of reorganization is scheduled for December 15, 2006. Under the plan of reorganization, the Partnership will also participate in recoveries from a Refco Capital Markets Litigation Trust. The Litigation Trust will be able to bring claims against third parties in the name of Refco Capital Markets.

On November 25, 2005, Refco, LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code (the “Commodity Broker Liquidation Provisions”). Congress enacted the Commodity Broker Liquidation Provisions to provide specified Chapter 7 priorities and other protections for customers of commodity brokers such as Refco, LLC. As the Partnership stated in the Adversary Proceedings, the General Partner had specifically authorized and directed that the Partnership Assets be transferred to customer segregated accounts at Refco, LLC and that those assets were improperly diverted to Refco Capital Markets. The Partnership filed an official proof of claim in the Refco, LLC case on July 12, 2006. On October 3, 2006, following a three day trial in late September, the Partnership agreed to settle its claims against Refco, LLC.

At September 30, 2006, the Partnership held approximately $76,852,540 in cash, primarily the proceeds of U.S. government securities that matured in the first quarter of 2006, in accounts at Refco Capital Markets subject to bankruptcy court protection. Because Refco Capital Markets is still under bankruptcy court protection, the plan of reorganization has not yet been approved, competing claims have yet to be finally determined, various securities held by Refco Capital Markets have yet to be liquidated and final recoveries from the Litigation Trust have yet to be determined, it is unknown at this time whether the Partnership will ultimately sustain a loss on such assets or what the amount of any such loss will be. Accordingly, the financial information as of December 31, 2005 and as of and for the three and nine months ended September 30, 2006 set forth herein is estimated and unaudited. No subscriptions or redemptions will be or have been made on the basis of the estimated values provided in the statements below, which do not reflect any possible losses due to the bankruptcy filings of Refco Capital Markets and Refco, LLC. Please see the notes accompanying the Partnership’s financial statements.

The following financial statements of Rogers International Raw Materials Fund, L.P. are included in Item 1:

Statements of Financial Condition as of September 30, 2006 (unaudited) and December 31, 2005 (unaudited)

Statements of Operations for the Three and Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)

Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)

Financial Highlights for the Three and Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)

The above ratios have not been annualized and 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).

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”).

Basis of presentation: The financial statements included herein were prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three and nine months ended September 30, 2006 and 2005, are not necessarily indicative of the results to be expected for the full year or for any other period.

These financial statements should be read in conjunction with the financial statements and the notes thereto included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

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

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

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

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

The Limited Partnership Agreement vests all responsibility and powers for the management of the business and affairs of the Partnership with the General Partner. The General Partner is responsible for the trading decisions of the Partnership.

The Partnership pays a monthly management fee to the General Partner equal to 0.08333% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month (1.00% per annum) effective April 1, 2005. Prior to April 1, 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, the General Partner has reduced its management fee to a 0.80% 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 0.10% of the average month-end market value of the Portfolio under management effective May 1, 2004. As of September 1, 2005, the Partnership no longer employed Hart as the investment advisor.

Uhlmann Price Securities L.L.C. (“Uhlmann”), one of several broker-dealers selling units of the Partnership and a related party to the General Partner, receives a share of selling fees when units are sold by its registered brokers. Effective April 1, 2005, selling fees of up to 5.00% of the gross offering proceeds (which includes a 3.75% reallowance to other broker dealers and a 0.50% 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 6.00% of the gross offering proceeds (which included a 4.50% reallowance).

In addition, there is an annual trailing servicing fee of up to 1.00% 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, through common management, 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.

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 Partnership has not, however, accepted any contributions as of or after October 31, 2005.

As of September 30, 2006 and December 31, 2005, the General Partner has a capital balance of $1,212,030 and $1,245,515, respectively, in the Partnership.

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

Previously, limited partners could withdraw capital with 10 days notice to the General Partner. Effective November 1, 2005, following the bankruptcy of Refco Capital Markets, Ltd. (“Refco Capital Markets”) (See Note 5), a special redemption process was established so that limited partners requesting a redemption could receive their pro rata share of the Partnership’s cash, excluding any of the assets held at Refco Capital Markets. Redeeming partners that avail themselves of the special redemption process are not shielded from the potential effects (losses and expenses) of Refco Capital Market’s bankruptcy. Currently, management estimates that disbursements will be the Limited Partners’ pro rata share of approximately 30% of the Partnership’s total assets, including assets held by Refco Capital Markets.

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

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

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

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

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

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

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

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 Rogers International Commodity Index (“Index”) through Refco Capital Markets, a large derivatives dealer affiliated with Refco LLC. The Partnership did not, however, authorize the transfer of any of its securities to Refco Capital Markets.

On or about October 13, 2005, Refco Capital Markets declared a moratorium on withdrawals from accounts at Refco Capital Markets 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 $77 million of Partnership assets, primarily securities, were held in accounts at Refco Capital Markets, representing approximately 68% of the Partnership’s net capital.

As of September 30, 2006, a substantial portion of the Partnership’s assets are under bankruptcy court protection, as follows:

On October 24, 2005, the Partnership, along with the Rogers Raw Materials Fund, L.P., another partnership managed by the General Partner, commenced an Adversary Proceeding in the United States Bankruptcy Court for the Southern District of New York against Refco Capital Markets. The complaint alleges that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnership’s assets and that such assets are Partnership property, not the property of Refco Capital Markets’ bankruptcy estate, and requests that the Court enter judgment requiring that property to be returned to the Partnership immediately. On February 28, 2006, the Court ordered that a trial in the Adversary Proceeding shall commence on a date approximately thirty days after the 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 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. The hearing to consider the confirmation of the plan of reorganization is scheduled for December 15, 2006. Under the plan of reorganization, the Partnership will also participate in recoveries from a Refco Capital Markets Litigation Trust. The Litigation Trust will be able to bring claims against third parties in the name of Refco Capital Markets.

On November 25, 2005, Refco LLC filed its petition for relief as a commodity broker under Subchapter IV of Chapter 7 of the Bankruptcy Code. The 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. 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 the Refco Capital Markets bankruptcy and related legal proceedings, including ongoing legal fees in connection with the Partnership’s suit or its settlement against Refco Capital Markets, and accordingly, no provision has been made in the financial statements for any loss that may be incurred.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Partnership’s principle objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The Partnership’s trading is designed to replicate the positions which comprise the 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. The General Partner manages all business of the Partnership.

The Partnership will raise additional capital only through the sale of Units offered pursuant to a continuing offering, although at September 30, 2006, 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.

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 trading operations, and the limitations on liquidity discussed below, the Partnership’s assets are expected to be highly liquid.

As previously reported by the Partnership, Refco Capital Markets currently holds a substantial portion of the Partnership’s assets and is now under bankruptcy court protection. The Partnership has retained Sidley Austin LLP to assist the Partnership with enforcing its rights with respect to its assets held at Refco Capital Markets and its claims against Refco, LLC. Because the General Partner cannot be sure whether or not the Partnership will ultimately sustain any loss on its assets held at Refco Capital Markets (or the amount of any such loss), the Partnership is able to provide only estimated values for its Units after September 30, 2005. Nevertheless, the Partnership is currently continuing its operations tracking the Rogers International Commodity Index, at an 80% level, and provides monthly special redemptions which allow limited partners to receive a portion of the Partnership’s assets attributable to their interests in the Partnership, with the balance of their redemption proceeds to be distributed once matters with Refco Capital Markets are resolved. Such redemption proceeds will reflect any losses incurred due to the bankruptcy filings of Refco Capital Markets and Refco, LLC, as well as all expenses incurred in connection with recovering the Partnership’s assets from Refco Capital Markets and Refco, LLC.

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 the General Partner apart from balancing positions to track the Index. In periods of general market inflation, the General Partner would expect the value of the Index to increase. The Partnership’s performance may be negative in years when the Index’s performance is positive due to fees charged.

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

At September 30, 2006 and 2005, the Partnership’s net assets were $102,058,710 and $109,114,524 respectively. The net assets figure for 2006 includes approximately $77 million of Partnership assets held at Refco Capital Markets, which may not be recovered in full by the Partnership and therefore is an estimate only.

The Partnership pays various fees and expenses on a continuing basis which include management fees, subscription fees, advisory fees (prior to September 1, 2005), and brokerage commission and transaction fees.

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

Cash flows provided by financing activities were from the sale of Partnership units, net of any subscription fees paid and any subscriptions receivable, and reduced by redemptions of Partnership units.

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Partnership trades primarily in futures and

forward contracts and may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the open positions of the Partnership at the same time, the Partnership could experience substantial losses.

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

The General Partner 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 are also valued at published daily settlement prices or at dealers’ quotes. Thus, the General Partner expects that under normal circumstances substantially all of the Partnership’s assets will be valued on a daily basis using objective measures.

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

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 this report, present an unaudited Schedule of Investments setting forth unrealized gain and unrealized loss on the Partnership’s open futures contracts at September 30, 2006 and December 31, 2005.

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

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

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

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.

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

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

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of September 30, 2006. Percent of Net Assets figures shown below for 2006 are based in part on Partnership assets held at Refco Capital Markets and, accordingly, are estimates only. It is unknown whether or not the Partnership will sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss.

The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of December 31, 2005. Percent of Net Assets figures shown below for 2005 are based in part on Partnership assets held at Refco Capital Markets and, accordingly, are estimates only. It is unknown whether or not the Partnership will sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss.

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

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. government obligations. The market risk represented by these investments is expected to be immaterial.

The Partnership has substantial exposure to loss due to the bankruptcy of Refco Capital Markets as approximately $77 million of Partnership assets are currently held at Refco Capital Markets and are not available to the Partnership. There can be no assurance that the Partnership will not incur a substantial loss of assets due to the Refco Capital Markets bankruptcy.

The following qualitative disclosures regarding the Partnership’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures — 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 as well as the strategies used and to be used by the General Partner for managing such exposures, are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnership’s risk controls to differ materially from the objectives of such strategies. 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 and the risk management strategies of the Partnership. There can be no assurance that the Partnership’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective. 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 September 30, 2006 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.

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

Because the Partnership is designed to replicate the composition of a commodity index, the General Partner 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. The General Partner might also initiate an adjustment to reflect a change in the commodity index itself. Except as may be involved in these situations, the General Partner has no discretion over the positions the Partnership maintains. Consequently, the General Partner 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. The foregoing notwithstanding, beginning in November 2005, the Partnership began tracking the Rogers International Commodity Index at an 80% level to avoid or mitigate any over exposure to the Index as a result of possible outcomes of the Refco Capital Markets bankruptcy.

The principal executive officer and principal financial officer of the General Partner have evaluated the effectiveness of the Partnership’s disclosure controls and procedures as of the end of the quarterly period for which this Report on Form 10-Q is being filed and have concluded that the Partnership has effective disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within the Partnership, particularly during the period in which this report is being prepared. There have been no significant changes in the Partnership’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

As previously reported by the Partnership, Refco Capital Markets currently holds a substantial portion of the Partnership’s assets and is under bankruptcy court protection (In re Refco Inc., et al). As reported in the Partnership’s Annual Report for the fiscal year ended December 31, 2005, on October 24, 2005, the Partnership, along with the Rogers Raw Materials Fund, L.P., commenced an Adversary Proceeding in the United States Bankruptcy Court for the Southern District of New York against Refco Capital Markets. The complaint alleged that Refco Capital Markets wrongfully and fraudulently obtained possession of the Partnership’s assets and that such assets are Partnership property, not the property of Refco Capital Markets’ bankruptcy estate, and requested that the Court enter judgment requiring that property to be returned to the Partnership immediately. 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. The hearing to consider the confirmation of the plan of reorganization is scheduled for December 15, 2006. Under the plan of reorganization, the Partnership will also participate in recoveries from a Refco Capital Markets Litigation Trust. The Litigation Trust will be able to bring claims against third parties in the name of Refco Capital Markets.

On November 25, 2005, Refco LLC filed its petition for relief as a commodity broker under subchapter IV of Chapter 7 of the Bankruptcy Code. The 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 payment in connection with the settlement.

As reported in the Partnership’s Annual Report for the fiscal year ended December 31, 2005, Beeland Management Company, L.L.C., Walter Thomas Price III, James Beeland Rogers, Jr., Robert Mercorella and Allen Goodman have been named as defendants, and the Partnership as a nominal defendant, in a class and derivative action filed on January 3, 2006 in the United States District Court for the Southern District of New York by Connie M. Watkins and John V. Watkins. The complaint alleges that the defendants breached their fiduciary obligations to the Partnership in causing or allowing the transfer of Partnership assets to Refco Capital Markets and seeks judgment and other relief declaring defendants responsible for the loss of any Partnership assets, or, alternatively, compensatory damages in an unspecified amount, plaintiffs’ costs and attorneys’ fees and other relief . In April 2006, all defendants moved to dismiss this complaint. On June 28, 2006, plaintiffs filed an amended complaint. On October 23, 2006, the Court granted plaintiffs until November 21, 2006 to file another amended complaint. A status conference has been set for December 14, 2006.

As reported in the Partnership’s Annual Report for the fiscal year ended December 31, 2005, Beeland Management Company, L.L.C., Walter Thomas Price III, Allen D. Goodman and James Beeland Rogers, Jr. have been named as defendants, and the Partnership as a nominal defendant, in a class action and derivative action filed on January 24, 2006 in the United States District Court for the Northern District of Illinois by Steven L. Lane and Pamela I. Lane, as Trustees of the Lane Family Trust dated April 10, 2001. The complaint alleges that the defendants breached their fiduciary duties to the Partnership in the management of the Partnership and were negligent in connection with the transfer of Partnership assets to Refco Capital Markets and seeks judgment for damages in an unspecified amount, costs and attorneys’ fees and class certification of the Partnership’s limited

partners. On March 30, 2006, Beeland Management Company, L.L.C, Messrs. Price and Goodman and the Partnership filed a motion to dismiss the complaint. On April 13, 2006, the plaintiffs moved to voluntarily dismiss the complaint without prejudice. On May 18, 2006, plaintiffs filed their complaint in the Circuit Court of Cook County, Illinois, which was substantially the same except Walter Thomas Price III was not named as a defendant. On July 13, 2006, defendants moved to reassign the case to the Cook County Chancery Division, where a related case is pending. On September 8, 2006, that motion was granted. On September 22, 2006, defendants moved to stay this action. Briefing on that motion has been completed and oral argument set for November 20, 2006.

There have been no material changes from the risk factors as previously disclosed in the Partnership’s Form 10-K.

(c) Pursuant to the Partnership’s Limited Partnership Agreement, investors 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 tables summarize the redemptions by investors during the three months ended September 30, 2006:

The Redemption Date Net Asset Values per Unit reported above are estimates only and do not reflect any possible impact of Refco Capital Markets’ bankruptcy on the financial position of the Partnership. Because Refco Capital Markets, which currently holds a significant portion of the Partnership’s assets, is under bankruptcy court protection, it is unknown whether the Partnership will sustain a loss on its assets held at Refco Capital Markets or the amount of any such loss. Consequently, it is not possible to provide final Partnership Net Asset Value information after September 30, 2005 until matters with Refco Capital Markets are finally resolved. The actual redemption amount of Units redeemed after September 30, 2005 will reflect any losses due to Refco Capital Markets’ bankruptcy as well as all expenses incurred in connection with recovering Partnership assets from Refco Capital Markets, whether such losses or expenses were incurred before or after the effective date of a post September 30, 2005 redemption date.

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 November 14, 2006.


ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
(Registrant)

By: Beeland Management Company, L.L.C.
General Partner

By:		/s/ Walter Thomas Price III
		Walter Thomas Price III
		Managing Member

By:		/s/ Allen D. Goodman
		Allen D. Goodman
		Managing Member
		(Principal Financial and Accounting Officer)


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



		Page
Financial Statements

Statements of Financial Condition as of September 30, 2006 (unaudited) and December 31, 2005 (unaudited)		4

Schedules of Investments as of September 30, 2006 (unaudited) and December 31, 2005 (unaudited)		5-6

Statements of Operations for the Three and Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)		7

Statements of Changes in Partners’ Capital for the Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)		8

Financial Highlights for the Three and Nine Months Ended September 30, 2006 (unaudited) and September 30, 2005 (unaudited)		9

Notes to Financial Statements (unaudited)		10-14


	9/30/2006 Unaudited		12/31/2005 Unaudited
ASSETS

Cash at bank	$	3,400,530	$	23,044,591
Cash at brokers		89,815,004		16,447,432
Investments in US Government obligations		15,471,115		70,892,881
Unrealized net trading gains on open futures contracts		204,066		3,199,816
Interest receivable		153,889		662,399

Total Assets	$	109,044,604	$	114,247,119

LIABILITIES

Commissions payable	$	—	$	13,860
Accrued management fees – General Partner		72,713		214,796
Administrative fees payable		439,805		248,038
Redemptions payable		6,473,376		5,549,007

Total Liabilities		6,985,894		6,025,701

PARTNERS’ CAPITAL

Partners’ Capital		102,058,710		108,221,418

Total Liabilities and Partners’ Capital	$	109,044,604	$	114,247,119


	Market Value		Percent of Partners’ Capital
US Government obligations:
(total cost - $15,494,158)

US Federal Home Loan Bank Notes due 11/22/2006 at 5.150%, principal amount $1,000,000	$	999,690	0.98	%
US Federal Home Loan Mortgage Discount Notes due 1/02/2007 at 0.000%, principal amount $600,000		592,086	0.58
US Federal Home Loan Bank Notes due 1/26/2007 at 4.650%, principal amount $10,000,000		9,978,100	9.78
US Federal Home Loan Bank Notes due 1/26/2007 at 4.625%, principal amount $3,500,000		3,492,335	3.42
US Federal Home Loan Mortgage Discount Notes due 9/15/2007 at 3.500%, principal amount $415,000		408,904	0.40

	$	15,471,115	15.16	%


	Number of Contracts
Unrealized gains (99.43% US based)
Energy	363	$	364,839	0.36	%
Metals	414		1,285,345	1.26
Agricultural	872		517,132	0.51

	1,649	$	2,167,316	2.13	%

Unrealized losses (90.03% US based)
Energy	202	$	4,571	0.00	%
Metals	616		1,038,460	1.02
Agricultural	803		920,219	0.90

	1,621	$	1,963,250	1.92	%

Unrealized net trading gains on open futures contracts		$	204,066

9/30/06

9/30/05

Net asset value

Units outstanding


	Number of Contracts
Unrealized gains (96.11% US based)
Energy	566	$	878,520	0.81	%
Metals	389		1,177,246	1.09
Agricultural	1,432		1,428,294	1.32

	2,387	$	3,484,060	3.22	%

Unrealized losses (83.83% US based)
Energy	3	$	1,230	0.00	%
Metals	41		18,489	0.02
Agricultural	587		264,525	0.24

	631	$	284,244	0.26	%

Unrealized net trading gains on open futures contracts		$	3,199,816


	3 months ended 9/30/2006			3 months ended 9/30/2005			9 months ended 9/30/2006			9 months ended 9/30/2005
Trading gains (losses):

Realized net trading gains (losses) – commodities	$	(10,535,077	)	$	7,441,066		$	1,089,540		$	10,881,977
Realized losses on securities		(28,505	)		—			(28,505	)		(79,775	)

Change in unrealized net trading gains (losses) – commodities		1,607,726			1,626,237			(2,995,751	)		612,135
Change in unrealized gains (losses) on securities		84,889			(6,392	)		(414,903	)		93,375
Foreign exchange (losses)		(4,047	)		(9,953	)		(5,751	)		(24,379	)
Commissions		(49,685	)		(79,073	)		(204,404	)		(262,439	)

Net gains (losses) from trading activities		(8,924,699	)		8,971,885			(2,559,774	)		11,220,894

Investment income:
Interest income – US Government obligations		269,051			442,896			1,510,098			957,988
Interest income – Other		102,222			202,679			559,692			326,630

		371,273			645,575			2,069,790			1,284,618

Expenses:
Management fees – General Partner		223,635			219,627			669,988			511,943
Administrative fees		617,896			224,477			1,551,920			535,537

		841,531			444,104			2,221,908			1,047,480

Net investment income (loss)		(470,258	)		201,471			(152,118	)		237,138

Net income (loss)	$	(9,394,957	)	$	9,173,356		$	(2,711,892	)	$	11,458,032


	9 months ended 9/30/06			9 months ended 9/30/05
Partners’ Capital at beginning of period	$	108,221,418		$	27,618,916
Contributions		205,622			74,544,316
Net income		(2,711,892	)		11,458,032
Withdrawals		(3,656,438	)		(4,506,740	)

Partners’ Capital at end of period	$	102,058,710		$	109,114,524


Cash*	$	76,852,540
US Government obligations		—
Accrued interest receivable thereon		—

	$	76,852,540


Net Revenues	3 months ended September 30, 2006			3 months ended September 30, 2005			9 months ended September 30, 2006			9 months ended September 30, 2005

Realized net trading gains (losses)	$	(10,563,582	)	$	7,441,066		$	1,061,035		$	10,802,202
Unrealized trading losses		1,692,615			1,619,845			(3,410,654	)		705,510
Interest income*		371,273			645,575			2,069,790			1,284,618
Commissions		(49,685	)		(79,073	)		(204,404	)		(262,439	)
Foreign exchange (losses)		(4,047	)		(9,953	)		(5,751	)		(24,379	)

Total Net Revenues	$	(8,553,426	)	$	9,617,460		$	(489,984	)	$	12,505,512


Operating Expenses	3 months ended September 30, 2006			3 months ended September 30, 2005		9 months ended September 30, 2006			9 months ended September 30, 2005

Management fees	$	223,635		$	219,627	$	669,988		$	511,943
Administrative fees		617,896			224,477		1,551,920			535,537

Total Operating Expenses	$	841,531		$	444,104	$	2,221,908		$	1,047,480

Net Income (Loss)	$	(9,394,957	)	$	9,173,356	$	(2,711,892	)	$	11,458,032


Market Sector	Value at Risk		Percent of Net Assets
Agricultural	$	1,180,645	1.16	%
Metals	$	1,456,685	1.43	%
Energy	$	2,237,973	2.19	%

TOTAL:	$	4,875,303	4.78	%


Month:	Units Redeemed:	NAV per Unit ($):
July 31, 2006	496	$	203.41
August 31, 2006	1,920	$	196.21
September 30, 2006	5,093	$	185.22