Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

10-Q 1 d560453d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2013

¨	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 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)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

PART I—FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

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


		Page(s)
Financial Statements

Statements of Financial Condition as of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)		3

Condensed Schedules of Investments as of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)		4-5

Statements of Operations for the Three and Six Months Ended June 30, 2013 and June 30, 2012 (Unaudited)		6

Statements of Changes in Partners’ Capital (Net Assets) for the Six Months Ended June 30, 2013 and June 30, 2012 (Unaudited)		7

Notes to Financial Statements (Unaudited)		8-16

Rogers International Raw Materials Fund, L.P.

Statements of Financial Condition as of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION


	June 30, 2013			December 31, 2012
ASSETS
Equity in broker trading accounts:
Cash at brokers	$	2,965,219		$	5,669,131
Unrealized loss on open futures contracts, net		(603,846	)		(50,123	)

Total equity in brokers trading accounts		2,361,373			5,619,008
U.S. Government securities, at fair value		18,548,578			19,441,749
Cash and cash equivalents		281,475			3,643,786

Total assets	$	21,191,426		$	28,704,543

LIABILITIES
Brokerage commissions payable	$	4,356		$	4,357
Accrued management fees – General Partner		17,924			23,510
Administrative and other fees payable		175,387			249,876
Withdrawals payable		281,260			2,656,516

Total liabilities		478,927			2,934,259
PARTNERS’ CAPITAL (NET ASSETS)
Partners’ capital (net assets)		20,712,499			25,770,284

Total liabilities and partners’ capital (net assets)	$	21,191,426		$	28,704,543

See accompanying notes to the financial statements.

Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of June 30, 2013 (Unaudited)


	Fair Value			Percent of Partners’ Capital (Net Assets)
U.S. Government securities:
(total cost—$18,545,652)
U.S. Treasury Bills due 7/25/2013 at .03%, principal amount $1,400,000	$	1,399,970			6.76	%
U.S. Treasury Bills due 8/15/2013 at .03%, principal amount $2,500,000		2,499,921			12.07
U.S. Treasury Bills due 8/22/2013 at .07%, principal amount $5,550,000		5,549,456			26.79
U.S. Treasury Bills due 9/12/2013 at .04%, principal amount $6,000,000		5,999,578			28.97
U.S. Treasury Bills due 9/19/2013 at .06%, principal amount $2,100,000		2,099,732			10.14
U.S. Treasury Bills due 10/03/2013 at .03%, principal amount $1,000,000		999,921			4.83

	$	18,548,578			89.56	%


	Unrealized Gain (Loss) on Open Long Futures			Percent of Partners’ Capital
	Contracts			(Net Assets)
*Futures contracts:**
U.S. Futures Positions
Agricultural	$	(304,948	)		(1.47	%)
Metals		(142,760	)		(0.69	)
Energy		8,760			0.04

Total U.S. Futures Positions		(438,948	)		(2.12	)

Foreign Futures Positions
Agricultural		(41,801	)		(0.20	)
Metals		(123,097	)		(0.59	)

Total Foreign Futures Positions		(164,898	)		(0.79	)

Total Futures Contracts	$	(603,846	)		(2.91	%)

*	No individual futures contract position constitutes greater than 1 percent of Partners’ Capital (Net Assets). Accordingly, the number of contracts and expiration dates are not presented.

See accompanying notes to financial statements.

Rogers International Raw Materials Fund, L.P.

Condensed Schedule of Investments as of December 31, 2012 (Audited)


	Fair Value			Percent of Partners’ Capital (Net Assets)
U.S. Government securities:
(total cost—$19,437,729)
U.S. Treasury Bills due 1/10/2013 at 0.09%, principal amount $2,100,000	$	2,097,948			8.14	%
U.S. Treasury Bills due 2/7/2013 at 0.12%, principal amount $1,150,000		1,149,858			4.46
U.S. Treasury Bills due 2/14/2013 at 0.1%, principal amount $2,100,000		2,097,741			8.14
U.S. Treasury Bills due 2/14/2013 at 0.05%, principal amount $1,500,000		1,499,917			5.82
U.S. Treasury Bills due 2/14/2013 at 0.04%, principal amount $800,000		799,964			3.10
U.S. Treasury Bills due 3/07/2013 at 0.1%, principal amount $2,100,000		2,097,619			8.14
U.S. Treasury Bills due 3/07/2013 at 0.06%, principal amount $4,000,000		3,999,596			15.52
U.S. Treasury Bills due 3/14/2013 at 0.06%, principal amount $1,500,000		1,499,811			5.82
U.S. Treasury Bills due 3/14/2013 at 0.04%, principal amount $800,000		799,936			3.10
U.S. Treasury Bills due 4/18/2013 at 0.04%, principal amount $1,500,000		1,499,678			5.82
U.S. Treasury Bills due 4/18/2013 at 0.05%, principal amount $900,000		899,875			3.49
U.S. Treasury Bills due 5/02/2013 at 0.06%, principal amount $1,000,000		999,806			3.88

	$	19,441,749			75.43	%


	Unrealized Gain (Loss) on Open Long Contracts			Percent of Partners’ Capital (Net Assets)
*Futures contracts:**
U.S. Futures Positions
Agricultural	$	(337,574	)		(1.31	%)
Metals		(44,370	)		(0.17	)
Energy		43,440			0.17

Total U.S. Futures Positions		(338,504	)		(1.31	)

Foreign Futures Positions
Agricultural		(502	)		(0.00	)
Metals		288,883			1.12

Total Foreign Futures Positions		288,381			1.12

Total Futures Contracts	$	(50,123	)		(.19	%)

*	No individual futures contract position constitutes greater than 1 percent of Partners’ Capital (Net Assets). Accordingly, the number of contracts and expiration dates are not presented.

See accompanying notes to financial statements.

Rogers International Raw Materials Fund, L.P.

Statements of Operations for the Three and Six Months Ended June 30, 2013 and June 30, 2012 (Unaudited)


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012			Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Net trading gains (losses):
Realized	$	(1,504,008	)	$	(4,249,318	)	$	(1,178,606	)	$	(2,897,436	)
Change in unrealized		(274,920	)		1,067,373			(553,723	)		1,544,665
Commissions		(14,265	)		(15,891	)		(26,416	)		(36,701	)

		(1,793,193	)		(3,197,836	)		(1,758,745	)		(1,389,472	)

Investment income:
Interest income		2,695			7,266			6,227			17,399

		2,695			7,266			6,227			17,399

Expenses:
Management fees—General Partner		57,154			77,212			120,986			165,970
Administrative fees and other expenses		101,850			177,423			218,158			368,370

		159,004			254,635			339,144			534,340

Net investment loss		(156,309	)		(247,369	)		(332,917	)		(516,941	)

Net loss	$	(1,949,502	)	$	(3,445,205	)	$	(2,091,662	)	$	(1,906,413	)

Net decrease in NAV per GP and LP unit:
General Partner	$	(14.14	)	$	(18.82	)	$	(15.20	)	$	(11.40	)
Limited Partners-Series A	$	(14.14	)	$	(18.82	)	$	(15.20	)	$	(11.40	)
Limited Partners-Series B	$	(13.85	)	$	(18.54	)	$	(14.90	)	$	(11.25	)
Net loss per General and Limited Partners (based on weighted average number of units outstanding during the period):
General Partner	$	(21,888	)	$	(59,772	)	$	(22,689	)	$	(16,516	)
Limited Partners-Series A		(1,845,049	)		(3,302,742	)		(1,979,091	)		(1,837,668	)
Limited Partners-Series B		(82,565	)		(82,691	)		(89,882	)		(52,229	)

	$	(1,949,502	)	$	(3,445,205	)	$	(2,091,662	)	$	(1,906,413	)

Rogers International Raw Materials Fund, L.P.

Statements of Changes in Partners’ Capital (Net Assets) for the Six Months Ended June 30, 2013 and June 30, 2012 (Unaudited)


	General Partner						Limited Partners
							Series A						Series B
	Number of Units			Dollars			Number of Units			Dollars			Number of Units			Dollars			Total			Total
Partners’ capital (net assets), December 31, 2012		1,732		$	299,995			140,726		$	24,371,666			6,485		$	1,098,623		$	25,470,289		$	25,770,284
Contributions		—			—			—			—			144			25,117			25,117			25,117
Net loss		—			(22,689	)		—			(1,979,091	)		—			(89,882	)		(2,068,973	)		(2,091,662	)
Withdrawals		(294	)		(50,000	)		(16,674	)		(2,794,321	)		(889	)		(146,919	)		(2,941,240	)		(2,991,240	)

Partners’ capital (net assets), June 30, 2013		1,438		$	227,306			124,052		$	19,598,254			5,740		$	886,939		$	20,485,193		$	20,712,499

Partners’ capital (net assets), December 31, 2011		3,444		$	584,022			198,238		$	33,611,272			4,135		$	690,297		$	34,301,569		$	34,885,591
Contributions		—			—			—			—			429			73,696			73,696			73,696
Net loss		—			(16,516	)		—			(1,837,668	)		—			(52,229	)		(1,889,897	)		(1,906,413	)
Withdrawals		(1,120	)		(200,000	)		(33,466	)		(5,714,726	)		(71	)		(12,319	)		(5,727,045	)		(5,927,045	)

Partners’ capital (net assets), June 30, 2012		2,324		$	367,506			164,772		$	26,058,878			4,493		$	699,445		$	26,758,323		$	27,125,829


	June 30, 2013		June 30, 2012
Per unit data
Net asset value Series A	$	157.99	$	158.15
Net asset value Series B	$	154.48	$	155.67
Net asset value General Partner	$	157.99	$	158.15

See accompanying notes to financial statements.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 1. Significant Accounting Policies:

Nature of Business and Organization: Rogers International Raw Materials Fund, L.P. (the “Partnership”) is an Illinois Limited Partnership that was established in May 2000. The Partnership trades a portfolio primarily of commodity futures and forward contracts, principally on recognized exchanges. The Partnership may also purchase contracts in the over the counter marketplace under certain circumstances. The Partnership invests and trades exclusively on the “long side” of the market. The Partnership’s investment strategy is designed to replicate the Rogers International Commodity Index ^® (the “Index”) and positions are rebalanced monthly to maintain the Index’s relative weightings. James B. Rogers designed the Index.

The Partnership commenced trading during November 2001 with assets raised from the offering of its original units of limited partnership interest, now referred to as “Series A” units, and offered Series A units through October 2005. The Partnership began offering Series B units in November 2010. Series A units and Series B units are identical with respect to their participation in the profits and losses of the Partnership; however, Series B units do not participate in any Partnership expenses or recoveries related to the bankruptcy of Refco Inc. and its affiliates. The Partnership’s General Partner and commodity pool operator is Beeland Management Company, L.L.C. (the “General Partner”).

Accounting Policies: The Partnership follows Generally Accepted Accounting Principles (“GAAP”), as established by the Financial Accounting Standards Board (“FASB”), to ensure consistent reporting of financial condition and results of operation.

Net Assets: The valuation of net assets includes open commodity futures 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. Cash and cash equivalents represent amounts on deposit with a broker to facilitate payment of expenses and partner withdrawals.

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

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 cash with such brokers. The Partnership earns interest income on its assets deposited with the brokers.

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 statements of financial condition as a net unrealized gain or loss, as there exists a right of offset of unrealized gains or losses. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations.

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

Use of Estimates: The preparation of financial statements in conformity with GAAP 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.

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 Partnership 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 and derivative financial instruments held. Such fluctuations are included with the net realized trading gains or losses.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 1. Significant Accounting Policies (Continued):

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

Income Taxes: No provision for income taxes has been made in these financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership’s income and expenses as reported for income tax purposes.

The Partnership is generally not subject to examination by U.S. federal or state taxing authorities for tax years before 2009. The Partnership has no material uncertain tax positions, and accordingly, has not recorded a liability for the payment of interest or penalties through June 30, 2013.

Profit and Loss Allocation: Profits and losses of the Partnership are allocated by series based on the number of units held.

Withdrawals Payable: Withdrawals approved by the General Partner prior to month-end with a fixed effective date and fixed amount are recorded as withdrawals payable as of month-end (See Note 6).

Statement of Cash Flows: The Partnership has elected not to provide a statement of cash flows as permitted by GAAP as all of the following conditions have been met:

•

During the period, substantially all of the Partnership’s investments were highly liquid;

•

Substantially all of the Partnership’s investments are carried at fair value;

•

The Partnership had little or no debt during the year;

•

The Partnership’s financial statements include a statement of changes in partners’ capital (net assets).

Note 2. Fair Value Measurements:

As described in Note 1, the Partnership records its investments at fair value. Fair value is 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. The Partnership utilizes valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. Assets and liabilities recorded at fair value are categorized within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value. 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). The three levels of the fair value hierarchy 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.

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.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 2. Fair Value Measurements (Continued):

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. Money market funds included in cash and cash equivalents are valued using quoted market prices. U.S. Government securities are stated at cost plus accrued interest, which approximates fair value based on quoted prices for identical assets in an active market. These financial instruments are categorized in Level 1 of the fair value hierarchy.

The following table summarizes the Partnership’s assets measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012 using the fair value hierarchy:


	June 30, 2013 Level 1			December 31, 2012 Level 1
Description
Equity in brokers trading account:
Unrealized loss on open futures contracts, net*	$	(603,846	)	$	(50,123	)
U.S. Government securities*		18,548,578			19,441,749
Cash and cash equivalents
Money market funds		157,663			3,112,326

Total assets at fair value	$	18,102,395		$	22,503,953

*	See condensed schedules of investments for further description.

At June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012 there were no Level 2 or Level 3 assets or liabilities. The Partnership assesses the levels of the investments at each measurement day, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no transfers among Levels 1, 2 and 3 during the year.

In addition, substantially all of the Partnership’s other assets and liabilities are considered financial instruments and are reflected at fair value, or at carrying amounts that approximate fair value because of the short maturity of the instruments.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 3. Derivative Transactions

Qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements are presented.

The Partnership’s business is the speculative trading of futures contracts. The Partnership does not consider any derivative instruments to be hedging instruments, as this term is generally understood under FASB guidance.

As of June 30, 2013 and December 31, 2012 and for the three and six months ended June 30, 2013 and 2012, the Partnership’s derivative contracts had the following impact on the statements of financial condition and statements of operations:


	Asset Derivatives June 30, 2013 Fair Value		Liability Derivatives June 30, 2013 Fair Value			Net Derivatives June 30, 2013 Fair Value*
Futures positions:
Agricultural	$	18,727	$	(365,476	)	$	(346,749	)
Metals		244,414		(510,271	)		(265,857	)
Energy		52,483		(43,723	)		8,760

Totals	$	315,624	$	(919,470	)	$	(603,846	)

*	The net fair value of all asset and liability derivative is included in equity in brokers trading accounts in the statements of financial condition.


	Asset Derivatives December 31, 2012 Fair Value		Liability Derivatives December 31, 2012 Fair Value			Net Derivatives December 31, 2012 Fair Value*
Futures positions:
Agricultural	$	104,776	$	(442,852	)	$	(388,076	)
Metals		394,948		(150,435	)		244,513
Energy		83,364		(39,924	)		43,440

Totals	$	583,088	$	(633,211	)	$	(50,123	)

*	The net fair value of all asset and liability derivative is included in equity in broker trading accounts in the statements of financial condition.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 3. Derivative Transactions (Continued):

Trading revenue for the three and six months ended June 30, 2013 and 2012:


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Type of Contract
Agricultural	$	(539,742	)	$	(326,544	)	$	(686,193	)	$	(73,375	)
Metals		(723,256	)		(636,315	)		(223,830	)		(8,381	)
Energy		(515,930	)		(2,219,086	)		(822,307	)		(1,271,015	)

	$	(1,778,928	)	$	(3,181,945	)	$	(1,732,330	)	$	(1,352,771	)


	Three months ended June 30, 2013			Three months ended June 30, 2012			Six months ended June 30, 2013			Six months ended June 30, 2012
Line Item in Statements of Operations
Realized	$	(1,504,008	)	$	(4,249,318	)	$	(1,178,607	)	$	(2,897,436	)
Change in unrealized		(274,920	)		1,067,373			(553,723	)		1,544,665

	$	(1,778,928	)	$	(3,181,945	)	$	(1,732,330	)	$	(1,352,771	)

Trading income is exclusive of brokerage commissions.

For the three and six months ended June 30, 2013 and 2012, the monthly average number of contracts bought and sold was 423, 520, 839, and 955, respectively.

Note 4. 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. Effective April 1, 2013, Beeland Management was acquired by Price Asset Management, Inc., a subsidiary of Price Holdings, Inc.

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).

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

Uhlmann Price Securities L.L.C. (“Uhlmann”), a party related to the General Partner by reason of common management, and effective April 1, common ownership, 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. Selling fees of up to 2% of the gross offering proceeds (which includes a 0.50% reallowance to Uhlmann) are charged to partners’ capital upon issuance of Series B 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 soliciting broker-dealer for ongoing investor services. For all Series B units sold, the total trailing servicing fee is not to exceed 7.99% of the gross offering proceeds of the units sold.

The Price Futures Group, Inc. (“PFG”), a related party to the General Partner through common management, and effective April 1, common ownership, acts as the introducing broker for the Partnership, whereby certain accounts of the Partnership are introduced to the Partnership’s clearing broker. A portion of the brokerage fee paid by the Partnership for clearing transactions is paid to PFG by the clearing broker.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 4. Agreements and Related-Party Transactions (Continued):

Fund Dynamics, LLC, an affiliate of the General Partner through common management, and effective April 1, common ownership, acts as the Partnership’s administrator. Fund Dynamics, LLC calculates 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:


	Three months ended June 30, 2013		Three months ended June 30, 2012		Six months ended June 30, 2013		Six months ended June 30, 2012
Management fees—General Partner	$	57,154	$	77,212	$	120,986	$	165,969
Administrative fees—Fund Dynamics		13,543		18,098		28,442		38,483
Trailing servicing fees—Uhlmann		41,059		48,419		86,632		105,000
Selling Fees—Uhlmann		—		480		513		1,504

Note 5. Partnership Capital and Withdrawals:

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.

Effective November 1, 2010, the Partnership began accepting contributions for Series B units. The Partnership has been closed to Series A units contributions since October 31, 2005. Effective May 1, 2013, the Partnership ceased offering its units of limited partnership and is no longer accepting contributions.

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.

The Partnership accepts withdrawals on a monthly basis. Requests for withdrawal should be received by the General Partner no later than six business days prior to the end of the month in which an investor chooses to withdraw. Requests for withdrawal should be sent to the General Partner by email, fax, or overnight courier.

Note 6. 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 entered. 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—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.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Concentration of Credit Risk—The Partnership clears all of its futures trades through one clearing broker, ADM Investor Services, 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.

Note 7. Financial Highlights:

Financial highlights for limited partners for the three and six months ended June 30, 2013 and 2012 are as follows:

Per Unit Performance


	Series A Three months ended June 30, 2013			Series B Three months ended June 30, 2013			Series A Three months ended June 30, 2012			Series B Three months ended June 30, 2012
Net asset value per unit at the beginning of the period	$	172.13		$	168.33		$	176.97		$	174.20
Income (loss) from operations:
Net trading losses		(12.99	)		(12.72	)		(17.44	)		(17.17	)
Investment income:		0.02			0.02			0.04			0.04
Expenses:		(1.17	)		(1.15	)		(1.42	)		(1.40	)

Net investment loss		(1.15	)		(1.13	)		(1.38	)		(1.36	)

Net loss per unit		(14.14	)		(13.85	)		(18.82	)		(18.53	)

Net asset value per unit at the end of the period	$	157.99		$	154.48		$	158.15		$	155.67

Per Unit Performance


	Series A			Series B			Series A			Series B
	Six months ended June 30, 2013			Six months ended June 30, 2013			Six months ended June 30, 2012			Six months ended June 30, 2012
Net asset value per unit at the beginning of the period	$	173.18		$	169.39		$	169.55		$	166.92
Income (loss) from operations:
Net trading losses		(12.82	)		(12.55	)		(8.67	)		(8.54	)
Investment income:		0.04			0.04			0.09			0.09
Expenses:		(2.41	)		(2.40	)		(2.82	)		(2.80	)

Net investment loss		(2.37	)		(2.36	)		(2.73	)		(2.71	)

Net loss per unit		(15.19	)		(14.91	)		(11.40	)		(11.25	)

Net asset value per unit at the end of the period	$	157.99		$	154.48		$	158.15		$	155.67

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)


	Series A			Series B			Series A			Series B
	Three months ended June 30, 2013			Three months ended June 30, 2013			Three months ended June 30, 2012			Three months ended June 30, 2012
Ratio of net investment loss to average partners’ capital (net assets)⁽¹⁾		(2.89	%)		(2.90	%)		(3.32	%)		(3.32	%)
Ratio of expenses to average partners’ capital (net assets)⁽¹⁾⁽²⁾		2.85	%		2.85	%		3.40	%		3.40	%
Total return⁽³⁾		(8.22	%)		(8.23	%)		(10.63	%)		(10.64	%)

	Series A			Series B			Series A			Series B
	Six months ended June 30, 2013			Six months ended June 30, 2013			Six months ended June 30, 2012			Six months ended June 30, 2012
Ratio of net investment loss to average partners’ capital (net assets)⁽¹⁾		(3.21	%)		(3.29	%)		(3.20	%)		(3.23	%)
Ratio of expenses to average partners’ capital (net assets)⁽¹⁾⁽²⁾		2.86	%		2.90	%		3.31	%		3.34	%
Total return⁽³⁾		(10.63	%)		(10.64	%)		(6.72	%)		(6.74	%)

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 (see Note 5).

⁽¹⁾	Annualized.

⁽²⁾	The ratio of expenses to average partners’ capital (net asset) values does not include brokerage commissions.

⁽³⁾	Not annualized.

Note 8. Litigation:

The Partnership is a beneficiary of a Litigation Trust which is seeking recoveries from third parties, related to the 2005 bankruptcy of Refco, Inc. and numerous affiliates (the “Refco Bankruptcy”). As of June 30, 2013, the Partnership has received the full value of its allowed claims in the Refco Bankruptcy and has recovered approximately $5.5 million in excess of its allowed securities claim in the Refco Bankruptcy and may receive additional Refco Bankruptcy related recoveries, although there can be no assurance that it will or that any additional recoveries will be material. Management is unable to estimate the amounts of any such additional recoveries.

Rogers International Raw Materials Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 8. Litigation (Continued):

All Refco Bankruptcy related recoveries received by the Partnership, including excess recoveries except as described below, have been allocated among all partners in the Partnership who were partners as of October 31, 2005, on a pro-rata basis as of October 31, 2005, with redeemed partners receiving cash distributions. There were no cash distributions from excess recoveries to redeemed partners for the year ended December 31, 2012. Excess distributions have been made in 2013 of $434,424. Pursuant to Section 12.2 of the Partnership’s Agreement of Limited Partnership, the Partnership reimbursed the General Partner approximately $7,796 from excess recoveries for legal costs incurred by the General Partner defending against suits related to the Refco Bankruptcy in 2012. There are no fees due under these arrangements as of June 30, 2013 and December 31, 2012, respectively.

The Partnership has reserved $69,646 of the excess Refco related recoveries to apply to expenses incurred to administer ongoing communication with, and distributions and reporting to, redeemed limited partners with respect to Refco related recoveries received by the Partnership. These expenses include but are not limited to professional fees, printing, postage, and administration fees. At June 30, 2013 and December 31, 2012, $0 and $4,646 of these expenses is included in administrative and other fees payable on the statement of financial condition.

At June 30, 2013 and December 31, 2012, $22,137 and $456,561 in Refco related recoveries were payable to redeemed limited partners.

Note 9. 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.

Note 10. Interim Financial Statements:

The statements of financial condition, including the condensed schedule of investments, as of June 30, 2013, the statement of operations and changes in partners’ capital (net assets) for the six months ended June 30, 2013 and 2012 and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to such rules and regulations. In the opinion of the General Partner, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of the financial position as of June 30, 2013, results of operations and changes in partner’s capital (net assets) for the three and six months ended June 30, 2013 and 2012. The results of operation for three and six months ended June 30, 2013 and 2012 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Partnership’s Form 10-K as filed with the SEC.

Note 11. Subsequent Events:

Subsequent to June 30, 2013, withdrawals totaled approximately $277,717.

ITEM 2.

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

INTRODUCTION

The Partnership’s principal objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The Partnership’s trading is designed to replicate the positions which comprise the Rogers International Commodity Index. The Partnership invests and trades in a portfolio of commodity futures and exchange traded forward contracts. The Partnership invests and trades solely on the “long side” of the market. The General Partner (“Beeland Management”) manages all business of the Partnership.

CAPITAL RESOURCES

The Partnership raised additional capital only through the sale of Units offered pursuant to its offering, which ceased May 1, 2013 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.

Other than these limitations on liquidity, which are inherent in the Partnership’s 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 the 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; similarly, in periods of general market deflation, Beeland Management would expect the value of the Index to decrease. 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 approximately 90% to 100% of its assets.

At June 30, 2013 and December 31, 2012, the Partnership’s net assets were $20,712,499 and $25,770,284, The Partnership pays various fees and expenses on a continuing basis which include management fees, servicing fees, and brokerage commission and transaction fees.


	Three months ended			Three months ended			Six months ended			Six months ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net Revenues
Realized net trading gains	$	(1,504,008	)	$	(4,249,318	)	$	(1,178,606	)	$	(2,897,436	)
Unrealized trading gains (losses)		(274,920	)		1,067,373			(553,723	)		1,544,665
Interest income		2,695			7,266			6,227			17,399
Commissions		(14,265	)		(15,891	)		(26,416	)		(36,701	)

Total Net Revenues		(1,790,498	)		(3,190,570	)		(1,752,518	)		(1,372,073	)

Operating Expenses
Management fees		57,154			77,212			120,986			165,970
Administrative fees and other expenses		101,850			177,423			218,158			368,370

Total Operating Expenses		159,004			254,635			339,144			534,340

Net Income	$	(1,949,502	)	$	(3,445,205	)	$	(2,091,662	)	$	(1,906,413	)

Results of Operations

2013

The Partnership posted a gain of 3.68% in January. The performance for all of the Index’s sectors was positive. The energy, agricultural and metals sectors posted gains of 2.36%, 1.00% and 0.61% respectively. The best performing commodities in January were canola, RBOB gasoline, cotton, platinum and tin. The highest grossing commodities were light crude, brent crude, cotton, RBOB gasoline and corn.

The Partnership posted a loss of -4.27% in February. The performance for all of the Index’s sectors was negative. The energy, agriculture and metals sectors posted losses of -1.80%, -1.02% and -1.17%, respectively. The best performing commodities in February were lumber orange juice, coffee, soybean meal, and natural gas. The highest grossing commodities were cotton, lumber, natural gas, coffee and orange juice.

The Partnership posted a gain of .14% in March. The performance for the Index’s sectors was mixed. The energy sector posted a gain of 1.46%, while the agriculture and metals sectors posted losses of -.37% and -.66%, respectively. The best performing commodities in March were natural gas, orange juice, cocoa-NYSE, oats and light crude. The highest grossing commodities were light crude, natural gas, cotton, soybean oil and orange juice.

The Partnership posted a loss of -3.86% in April. The performance for all of the Index’s sectors was negative. The energy, metals and agricultural sectors posted losses of -2.12%, -1.31% and -.21%, respectively. The best performing commodities in April were cocoa, natural gas, wheat, orange juice and sugar. The highest grossing commodities were wheat, natural gas, KC wheat, cocoa and soybeans.

The Partnership posted a loss of -2.01% in May. For the month of May, the performance for the Index’s sectors was all negative. The energy, agricultural and metal sectors posted losses of -0.97%, -0.69% and -0.04% respectively. The best performing commodities in May were lead, orange juice, palladium, soybean meal and soybeans. The highest grossing commodities were soybeans, lead, copper, corn and soybean meal.

The Partnership posted a loss of- 2.55% in June. For the month of June, the performance for the Index’s sectors was mixed. The energy sector posted a gain of 1.02%, while the agriculture and metals sectors posted losses of –1.50%, and –1.84%, respectively. The best performing commodities in June were sugar, lean hogs, light crude, gas oil and cotton. The highest grossing commodities were light crude, brent crude, cotton, sugar and lean hogs.

2012

The Partnership posted a gain of 3.16% in January. The performance for all of the Index’s sectors was positive. The metals, agriculture and energy sectors posted gains of 2.62%, .40% and .35%, respectively. The best performing commodities this month were tin, silver, rubber, orange juice and zinc. The highest grossing commodities were brent crude, aluminum, silver, copper and gold.

The Partnership posted a gain of 4.13% in February. The performance for all of the Index’s sectors was positive. The energy, agriculture and metals sectors posted gains of 3.65%, .56% and .22%, respectively. The best performing commodities this month were brent crude, soybean meal, canola, soybeans and light crude. The highest grossing commodities were light crude, brent crude, soybeans, RBOB gasoline and sugar.

The Partnership posted a loss of 2.84% in March. The performance for all of the Index’s sectors was negative. The agriculture, metals and energy sectors posted losses of -1.29%, -1.01% and -.26%, respectively. The best performing commodities this month were soybean meal, oats, canola, Euro rapeseed and soybeans. The highest grossing commodities were soybeans, brent crude, cotton, soybean meal and canola.

The Partnership posted a loss of -0.93% in April. The performance for all of the Index’s sectors was negative. The agriculture, energy, and metals sectors posted losses of -0.58%, -0.09%, and -0.02%, respectively. The best performing commodities this month were soybean meal, soybeans, azuki beans, lumber and lead. The highest grossing commodities were crude oil, soybeans, lead, soybean meal, and zinc.

The Partnership posted a loss of -11.76% in May. The performance for all of the Index’s sectors was negative. The agriculture, energy, and metals sectors posted losses of –2.94%, -6.45%, and -1.97%, respectively. The best performing commodities this month were lean hogs, milling wheat, live cattle, natural gas and KC wheat. The highest grossing commodities were live cattle, natural gas, lean hogs, milling wheat and milk.

The Partnership posted a gain of 2.23% in June. The performance for the Index’s sectors was mixed. The agriculture sector posted a gain of 3.03%, while the energy and metals sectors posted losses of -0.51% and -0.01% respectively. The best performing commodities this month were oats, corn, soybean meal, wheat, and natural gas. The highest grossing commodities were corn, wheat, soybeans, natural gas, and copper.

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

CRITICAL ACCOUNTING POLICIES – VALUATION OF THE PARTNERSHIP’S POSITIONS

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.

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, exchange-traded commodity forward, and, possibly, commodity related over the counter contracts. All such contracts are settled by offset, not delivery. The Partnership’s Financial Statements, included in this report, present an Schedule of Investments setting forth unrealized gain and unrealized loss on the Partnership’s open futures contracts at June 30, 2013 (unaudited) and December 31, 2012.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.

CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of Beeland Management have evaluated the effectiveness of Beeland Management’s disclosure controls and procedures with respect to the Partnership as of the end of the fiscal quarter for which this Quarterly Report on Form 10-Q is being filed and have concluded that Beeland Management has effective disclosure controls and procedures to ensure that material information relating to the Partnership is made known to them by others within Beeland Management, particularly during the period in which this quarterly report is being prepared. There have been no significant changes in Beeland Management’s internal controls over financial reporting with respect to the Partnership that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, Beeland Management’s internal controls over financial reporting with respect to the Partnership.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS

Not required.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(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 June 30, 2013:


Month:	Units Redeemed:			NAV per Unit ($):
April 30, 2013		(3,149.61	)	$	165.47
May 31, 2013		(4,864.89	)	$	162.12
June 30, 2013		(1,633.81	)	$	157.99

Series B


Month:	Units Redeemed:			NAV per Unit ($):
April 30, 2013		(171.04	)	$	161.82
May 31, 2013		(298.29	)	$	158.54
June 30, 2013				$	154.48

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

(Removed and Reserved)

ITEM 5.

OTHER INFORMATION

None

ITEM 6.

EXHIBITS


31.01		Rule 13a-14(a)/15d-14(a) Certification

31.02		Rule 13a-14(a)/15d-14(a) Certification

32.01		Section 1350 Certification

32.02		Section 1350 Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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 August 14, 2013.


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
		(Principal Executive Officer)

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