ITEM 1. BUSINESS.
Rogers International Raw Materials Fund, L.P. (the "Fund") is an Illinois Limited Partnership established in May 2000 under the laws of the State of Illinois relating to limited partnerships. The Fund invests and trades in a portfolio of commodity futures and forward contracts. Futures contracts are contracts made on a commodity exchange that provide generally for the future delivery of various commodities at a specified date, time and place. When traded on an exchange, forward contracts are the equivalent of a futures contract. When not traded on an exchange, forward contracts are contracts for the purchase or sale of a commodity (such as currencies) for delivery at a future date, which contain terms and conditions specifically negotiated by the parties. Although Beeland Management, the general partner of the Fund, does not initially intend to do so, the Fund may also purchase forward contracts in the off exchange or "OTC" marketplace under certain circumstances if, in the sole discretion of Beeland Management, there is sufficient liquidity and depth in the relevant off exchange markets. The Fund invests and trades exclusively on the "long side" of the market. This means that the Fund only buys positions in commodities and does not engage in any short-selling. The Fund closes out all positions by making an offsetting sale and does not take delivery of the actual commodities. Funds for its business are obtained only by the sale of units and from the retention of any profits generated from the Fund's trading.
The Fund's trading is designed to replicate the positions which comprise the Rogers International Commodity Index. The Index consists of a compendium, commonly known as a basket, of raw materials employed within the world economy and traded in seasoned markets as futures and forward contracts. There are no "short" positions within the Index.
The Index was developed by James Beeland Rogers, Jr., the majority owner-member of Beeland Management, to be a balanced, representative, international raw materials index. Beeland Management believes that the Index includes most of the publicly traded raw materials used in international commerce for which futures contracts or forward contracts are regularly traded in recognized markets. It is designed to address the needs of expanding world trade. As the owner of the Index, Beeland Management controls the components of the Index which the fund is designed to track. The weightings of the Index were selected by Beeland Management based on its perception of the relative importance of those raw materials.
The Fund's principal objective is to provide an alternative investment vehicle for investors with diversified investment portfolios. The performance of the Fund is not correlated with the traditional securities markets. In other words, the performance of the Fund is largely independent from how the traditional equity and debt markets perform. Accordingly, the Fund's returns will not necessarily increase when that of stocks or bonds increase and will not necessarily decrease when that of stocks or bonds decrease. However, the fact that the Fund's performance is non-correlated with traditional securities markets does not mean that the Fund's performance has a negative correlation with such markets. In other words, the Fund will not necessarily perform better when traditional markets decline, or perform worse when the traditional markets are rising. Rather, the Fund's results may parallel either stocks or bonds, or both, during significant periods of time.
The Fund commenced trading during November 2001. The Partnership will terminate December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement.
ITEM 2.
ITEM 2. PROPERTIES.
The Partnership owns no properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of partners during the fourth quarter of fiscal 2002.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S LIMITED PARTNERSHIP UNITS AND RELATED PARTNER MATTERS.
There is no established market for the partnership units. The units are offered on a best efforts basis by both representatives of Beeland Management and certain broker-dealers. An offering on a best efforts basis is one in which the securities dealers participating in the offering are under no obligation to purchase any of the securities being offered and, therefore, no specified number of securities are guaranteed to be sold and no specified amount of money is guaranteed to be raised. Derivatives Portfolio Management, L.L.C., Two Worlds Fair Drive, P.O. Box 6741, Somerset, New Jersey, serves as the Fund's subscription agent, as well as the Fund's redemption agent.
The Fund's initial public offering was held during Fiscal Year 2001. The units were initially offered for sale at a fixed price of $100 per unit. An initial closing on the subscription proceeds was held after a minimum of 50,000 units was received.
The net proceeds of the offering, after deducting the subscription fee, were placed in a trading account with the futures commission merchant. The proceeds were used to acquire a portfolio of futures positions consistent with the Fund's trading policies as well as US Treasury Securities with the excess. Generally, not more than 25% of the Fund's assets are maintained in the Fund's trading account with the futures commission merchant. Trading account assets are used to satisfy minimum margin requirements for the Fund's unrealized futures positions. Consistent with the Commodity Exchange Act, all of the assets of the Fund are maintained in cash and segregated customer funds, except assets, if any, committed as margin on some non-US futures and option transactions.
The Fund's trading account assets, which are not committed as margin may be invested in US Treasury Securities. The Fund will always maintain sufficient cash in US Treasury Securities to close out open positions.
The purchase price for units is now the net asset value per unit as of the close of trading on the trading day preceding the effective date of the purchase. The net asset value per unit is determined by dividing the Fund's net assets (total assets, including the value of its portfolio of futures positions, minus total liabilities of the Fund) by the aggregate number of units outstanding as of the time of calculation. This net asset value may be more than or less than $100 per unit. Investors may obtain information concerning the net asset value per unit from Derivatives Portfolio Management. Its telephone number is (732) 563-0030. In addition, each limited partner will be given a password for access to a web site for the Fund that will report net asset value on a weekly basis.
There were approximately 150 Limited Partners at December 31, 2002. The Fund has not paid any dividends. There are no securities authorized for issuance under equity compensation plans. The following table shows for the periods indicated the high and low sales prices for our units.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
RESULTS OF OPERATIONS
NET REVENUES (LOSSES)
The 2001 realized net trading losses are the result of one month of trading in December 2001. The unrealized trading gains for 2002 and 2001 include unrealized gains (losses) on securities of $67,148 and $(17,075), respectively. The interest income for 2002 and 2001 includes accrued interest income on securities of $114,891 and $24,000, respectively.
OPERATING EXPENSES
The Fund pays substantial fees and expenses which include:
Management fees of 0.1875% per month (2.25% per year) of the average monthly sum of all capital accounts contributed by limited partners, computed as of the close of each month. The management fee is payable monthly to Beeland Management, as the Fund's general partner.
Subscription fee of up to 5% of the gross offering proceeds payable to Beeland Management. A portion of the subscription fee may be reallowed by Beeland Management to soliciting dealers as selling commissions for each unit they sell. Subject to certain conditions and exceptions, investors purchasing specified minimum numbers of units will be entitled to a reduction of the 5% subscription fee. These fees are reflected as a subtraction from the Limited Partner contributions.
Advisory fee to Hart Capital Management, an affiliate of Beeland Management. The fee is in the amount of 50 basis points per year of the average month end market value of the net assets of the Fund invested and being managed by Hart Capital Management.
Brokerage commissions and transactions fees estimated at 1% of net assets per year, payable to futures commission merchants utilized by the Fund. Futures commission merchants execute trades of futures contracts for the Fund. The above fees include delivery, insurance, storage and other charges incidental to trading and exchange fees. Affiliates of members of Beeland Management may be engaged to provide trading execution services for the Fund.
Clearinghouse and other similar fees, and National Futures Association (NFA) fees estimated at between 10 to 15 basis points annually. One basis point is 1/100 of one percent.
General Partner Allocation if the amount of management fees paid to the Fund's general partner during a year does not equal or exceed one percent (1%) of the amount of the Fund's net profits for that year. The general partner will receive an allocation of profits in an amount equal to the difference between one percent of the net profits and the amount of the management fees paid. For this purpose, net profits equals the Fund's total profits minus losses and any expenses charged to the Fund, if any, without taking into account the management fees allocated and paid to the Fund's general partner for that year.
Organizational Costs for the Fund totaled $482,397. These costs were amortized over the three-month period beginning November 2001. These costs include legal fees, accounting fees and printing costs
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities were used primarily to purchase US Treasury Securities with a face value of $6,000,000 at December 31, 2002 and $4,000,000 at December 31, 2001. 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.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. NOT APPLICABLE
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEPENDENT AUDITOR'S REPORT
To the General Partner of Rogers International Raw Materials Fund, L.P.: (A Limited Partnership)
We have audited the accompanying statement of financial condition of Rogers International Raw Materials Fund, L.P. as of December 31, 2002 and 2001 and the related statements of operations, and changes in partners' equity for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Rogers International Raw Materials Fund, L.P. as of December 31, 2002 and 2001 and the results of its operations for the years then ended in conformity with generally accepted accounting principles.
/s/ Vorisek & Company, LLC
Vorisek & Company, LLC Certified Public Accountants McHenry, IL February 18, 2003
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2002 AND 2001
See accompanying notes to financial statements.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
See accompanying notes to financial statements.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. STATEMENT OF CHANGES IN PARTNER'S EQUITY FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
See accompanying notes to financial statements.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002
Note 1. Significant Accounting Policies:
NATURE OF BUSINESS AND ORGANIZATION: Rogers International Raw Materials Fund, L.P. (the "Partnership") is an Illinois Limited Partnership established in May 2000 under the laws of the State of Illinois relating to limited partnerships. The Partnership trades a portfolio of commodity futures contracts and forward contracts, exclusively on the long side of the market; that is the Partnership will not sell short any commodity futures contracts or forward contracts. The Partnership commenced trading during November 2001. The Partnership will terminate December 31, 2020 or earlier upon certain circumstances as defined in the Limited Partnership Agreement.
NET ASSETS: The valuation of net assets includes unliquidated commodity futures and forward contracts owned by the Partnership, if any, at the end of the period. The unrealized gain or loss on these contracts if any, has been calculated based on closing prices on the last business day of the year. Foreign currency is translated into US dollars at the exchange rate prevailing on the last business day of the year. Net asset value is determined by subtracting liabilities from assets, which also equals Partnership equity.
PROFIT AND LOSS ALLOCATION: Limited Partners share in the profits and losses in the Partnership in the proportion in which each partner's capital account bears to all partner's capital accounts.
INCOME TAXES: No provision for income taxes has been made since the Partnership is not subject to taxes on income. Each partner is individually liable for the tax on its share of income or loss. The Partnership prepares a calendar year information tax return. However, the Fund is subject to a 1.5% Illinois State replacement tax on its net earnings.
REVENUE RECOGNITION: Commodity futures contracts are recorded on the trade date, and open positions are reflected in the accompanying statement of financial condition as the difference between the original contract value and the market value on the last business day of the reporting period. The market value of the commodity futures and options contracts is based upon the most recent available settlement price on the appropriate commodity exchanges. US Treasury Securities are reported at cost plus accrued interest, net of unrealized gains or (losses), which approximates 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.
STATEMENT OF CASH FLOWS: The Partnership has elected not to provide a statement of cash flows as permitted by Statement of Accounting Standards 102 "Statement of Cash Flows".
Note 2. Agreements and Related Party Transactions:
The Agreement of Limited Partnership vests all responsibility and powers for the management of the business and affairs of the Partnership with the General Partner, Beeland Management Company, LLC. The General Partner is the commodity pool operator for the Partnership and is responsible for the trading decisions of the Partnership.
Included in organizational costs payable at December 31, 2002 is $167,699 owed to the General Partner for regulatory filing fees, legal fees and expenses initially advanced for the formation of the Partnership.
The Partnership pays a Subscription fee to the General Partner of up to 5% of the gross offering proceeds, a portion of which will be reallowed to soliciting dealers as selling commissions.
The Partnership pays a monthly management fee to the General Partner of 0.1875% of the average monthly sum of all Capital Accounts contributed by Limited Partners at the close of each month.
If the amount of management fees paid to the Partnership's general partner during a year does not equal or exceed one percent (1%) of the amount of the Partnership's net profits for that year, the general partner will receive an allocation of profits in an amount equal to the difference between one percent of the net profits and the amount of the management fees paid.
Hart Capital Management, Inc. (Hart") is the investment manager for the Partnership. Hart is a division of Arbor Research & Trading, Inc. ("Arbor"), which is a member of the General Partner. Three members of the General Partner are also principals of Arbor. Hart provides certain investment management, advisory and research services with respect to the investing and trading activities of the Partnership. Hart will be paid an annual advisory fee of 0.5% of the average month end market value of the Portfolio under management.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002
Note 3. Partnership Capital and Redemption's:
Limited Partners may withdraw capital, with no less than 60 days prior written notice to the General Partner, after a three-month initial holding period.
Until the initial closing, the purchase price of a unit was $100. Thereafter, 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 at month end.
The General Partner and its principals are required to make a minimum investment of $25,000 in the Partnership. This requirement was exceeded at December 31, 2002.
Note 4. Financial Instruments with Off-Balance Sheet Credit and Market Risk:
Included in the definition of financial instruments are forward contracts and futures. The Partnership invests in various commodity-related futures and forward contracts. These contracts are marked to market daily, with variations in the value settled on a daily basis with the exchange upon which they are traded. For these contracts the unrealized gain or loss rather than the notional amounts, represents the approximate future cash requirements.
At December 31, 2002 and 2001 the Partnership owned open positions that would have earned approximately $332,325 and $29,255, respectively, if settled. The average fair value of open positions at December 31, 2002 and 2001 was $126,673 and $27,098, respectively.
Theoretically, the Partnership is exposed to a market risk (loss) equal to the notional value of financial instruments purchased. Generally financial instruments can be closed out at the discretion of the General Partner. However, if the market is not liquid, it could prevent the timely closeout of any unfavorable positions or require the Partnership to hold these positions and possibly all positions until maturity, regardless of the changes in their value or the General Partner's investment strategies.
The Partnership's trading is designed to replicate the positions and trading which comprise the Rogers International Commodity Index (the "Index"). This Index consists of a basket of commodities employed within the world economy and traded in seasoned markets, as futures and forward contracts. The broad based representation of commodities contracts is intended to provide two important characteristics: The large number of contracts and underlying raw materials represents "diversification" and the global coverage of these contracts reflects the current state of international trade and commerce. In order to minimize market and credit risks, the General Partner monitors the positions held by the Partnership on a daily basis and no trading discretion is utilized other than the replication of the Index. Contracts are purchased or liquidated according to the replication of the index.
Credit risk represents the accounting loss that would be recognized if counterparties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Futures contracts have little credit risk because futures exchanges are the counterparties.
Note 5. Derivative Financial Instruments and Fair Value of Financial Instruments:
A derivative financial instrument is a financial agreement whose value is linked to, or derived from, the performance of an underlying asset. The underlying asset can be currencies, commodities, interest rates, stocks, or any combination. Changes in the underlying asset indirectly affect the value of the derivative.
All trading instruments are subject to market risk, the risk that future changes in market conditions may make an instrument less valuable or more onerous. As the instruments are recognized at fair market value, those changes directly affect reported income.
Futures and forward contracts used for trading purposes are recorded in the statement of financial condition at fair value at the reporting date. Per Financial Accounting Standards Board Interpretation No. 39, the fair value of open contracts in a loss position is offset against the fair value of open contracts in a gain position. The Partnership applies this industry accepted accounting practice in the financial statements. Realized and unrealized changes in fair values are recognized in the period in which the changes occur.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2002
Notional amounts are equivalent to the aggregate face value of the derivative financial instruments. Notional amounts do not represent the amounts exchanged by the parties to derivatives and do not measure the Partnership's exposure to credit or market risks. The amounts exchanged are based on the notional amounts and other terms of the derivatives. At December 31, 2002 and 2001 the Partnership owned open positions with an approximate notional value of $7,118,000 and $6,155,000, respectively.
The Partnership invests in financial instruments, which includes futures and forward contracts. All contracts are of the same class of derivative instrument, commodity-related derivatives. Futures contracts are commitments to either purchase or sell designated financial instruments at a future date for a specified price and may be settled in cash or through delivery.
The Partnership has funds at the Clearing Broker in accounts, which are used to meet minimum margin requirements for all of the Partnership's open positions. These requirements are adjusted, as needed, due to daily fluctuations in the values of the underlying assets.
Non-Regulated futures contracts have foreign exchange risk since the contracts are traded in currency denominations other than US dollars. Foreign currency trading gains or losses are reported under realized and unrealized trading gains in the statement of operations. Foreign currency gains or losses are the result of the conversion of the foreign currency denomination to US dollars. Foreign currency gains (losses) for the years ended December 31, 2002 and 2001 were $3,529 and ($645), respectively.
The Partnership had realized gains (losses) from trading for the years ended December 31, 2002 and 2001 of $1,315,061 and ($42,290), respectively, as reported in the statement of operations. These realized gains (losses) included gains (losses) from non-regulated contracts of $118,826 and ($6,121) for the same periods.
The Partnership had income from the change in unrealized gains for the years ended December 31, 2002 and 2001 of approximately $303,070 and $29,255, respectively, as reported in the statement of operations. This included unrealized gains (losses) from non-regulated contracts of ($64,990) and $44,502 for the same periods.
Note 6. Prior Period Restatement:
An error was discovered in the Partnership's previously issued statement of financial condition at December 31, 2001. The organizational fees incurred and owed to the general partner, Beeland Management Company, LLC, were understated by $117,699. All affected balances presented within these current financial statements have been restated.
UNREALIZED HOLDINGS AT 12/31/02
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The General Partner and commodity pool operator of the Fund is Beeland Management Company, L.L.C. The executive officers of Beeland Management are as follows:
James Beeland Rogers, Jr. has been the majority owner and a member of Beeland Management since inception in 1998. Mr. Rogers, a co-founder of the Quantum Fund in the 1970s, is the author of Investment Biker; On the Road with Jim Rogers (Random House, 1994). He initially developed and compiled the Index. Although Mr. Rogers' career spans over 30 years, during the last five years he has been semi-retired and traveling extensively around the world. However, during that period, he has been a regular commentator and columnist in various media dealing with economy and finance matters and is an occasional Visiting Professor at Columbia University. Mr. Rogers is an investor who has been chronicled in John Train's The New Money Masters and Jack Schwager's Market Wizards, as well as in Barons, Forbes, Fortune, The Financial Times and The Wall Street Journal.
Clyde C. Harrison has been a Managing Member of Beeland Management since its inception in 1998. Mr. Harrison has agreed to provide administrative services to the Fund under a contract that contains standard noncompete provisions. Since mid-1997, Mr. Harrison has devoted most of his business time to the administration of the Index and the Rogers Raw Materials Fund. For the immediately prior two years, Mr. Harrison had been an official, first with Nutmeg Securities, Inc., where he served as a pension fund consultant and in the institutional stock execution business and later, in a similar capacity with a division of a New York-based broker-dealer. Since March 1998, Mr. Harrison has been a registered representative of Oakbrook Investment Brokers, Inc., a registered broker-dealer. Mr. Harrison has also been a Member of the Managed Futures Committee of the Chicago Mercantile Exchange. In the course of his over 25 year career, Mr. Harrison has served as a Special Consultant to the Chairman of the Chicago Board Options Exchange, Inc., particularly on the institutional investment community, and as general partner of a number of private investment and trading funds.
Brian Cornell has been a Managing Member of Beeland Management since 1998. His duties primarily involve the rules and procedures whereby the Fund will effect trades corresponding to the Index, including but not limited to (1) periodic adjustments to the Index and the Fund, (2) contract market selection for contracts comprising the Index, (3) procedures to correlate trading in the Fund with the composition of the Index and regular, periodic valuation of the Fund and the Index. Through a wholly owned company, Cornell Investment Advisory, L.L.C., he also has provided the Rogers Raw Materials Fund and will provide the Fund with a portfolio monitoring facility. The fees due to Cornell Investment pursuant to its contract with Beeland Management are payable by Beeland Management and not by the Fund. He has traded, managed and provided brokerage services for futures portfolios since 1982, most recently as a senior official at two well-known futures commission merchants and commodity trading advisors. In addition, he has authored numerous articles on risk management and has been featured in The New York Times, The Wall Street Journal and in Institutional Investor.
Richard L. Chambers has been a Managing Member of Beeland Management since 1998. Mr. Chambers serves as Treasurer of Beeland Management. He is responsible for investment of funds not required for margin and is also responsible for administrative activity. Mr. Chambers is also the managing principal of Hart Capital Management, a registered investment adviser and a division of Arbor Research & Trading, Inc. Mr. Chambers has over 30 years experience in the fixed income securities business as both a dealer and a portfolio manager.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
See the notes to the financial statements incorporated above for a description of management fees paid to the General Partner.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Richard L. Chambers, managing member of the General Partner, Beeland Management Company, LLC, 1000 Hart Road, Suite 210, Barrington, IL owns 9,189 units, 14.46% of the outstanding units. These units have NAV of $1,052,737 at December 31, 2002.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is incorporated by reference from the information contained in Item 7, Operating Expenses.
ITEM 14.
ITEM 14. CONTROLS AND PROCEDURES.
(a) Evaluation and Disclosures an Procedures
As required by new Rule 13a-15 under the Securities and Exchange Act of 1934, within 90 days prior to the date of this report, the Registrant carried out an evaluation under the supervision and with the participation of the Registrant's management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of Beeland Management Company LLC of the effectiveness of the design and operation of the disclosure controls and procedures. Based upon that evaluation, the management, including the CEO and CFO, concluded that the disclosure controls and procedures were effective to ensure that information required to be disclosed by the Registrant in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. In connection with the new rules and as a matter of practice, the Registrant continues to review and document disclosure controls and procedures, including internal controls and procedures for financial reporting. From time to time, the Registrant may make changes aimed at enhancing the effectiveness of the controls and to ensure that the systems evolve with the business. There have been no significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the date the Registrant carried out its evaluation.
(b) Changes in Internal Controls
None.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents filed as a part of the report:
(1) Financial Statements: See Index to Financial Statements under Item 8 of this report
(2) Financial statement schedules: No additional schedules are required.
(3) Required Exhibits:
Exhibit 2 - Plan of acquisition, reorganization, arrangement, liquidation, or succession
None
Exhibit 3 - Articles of Incorporation and By-laws
This required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments thereto (Reg. No. 333-41780).
Exhibit 4 - Instruments defining the rights of security holders, including indentures
The required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments thereto (Reg. No. 333-41780).
Exhibit 10 - Material Contracts
The required exhibit is incorporated by reference from the exhibit included with Form S-1 Registration Statement and Amendments thereto (Reg. No. 333-41780).
Exhibit 13 - Annual report to security holders.
The required exhibit is incorporated by reference from the information contained in Item 8 hereof.
Exhibit 99.1 - CEO Certification
Exhibit 99.2 - CFO Certification
Reports on Forms 8-K (b) No reports on Form 8-K were filed during the fourth quarter of fiscal 2002.
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.
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. (Registrant)
March 22, 2003 /s/ Richard Chambers -------------- -------------------- Date Managing Member of Beeland Management Company, LLC
March 22, 2003 /s/ Clyde Harrison -------------- ------------------ Date Managing Member of Beeland Management Company, LLC
CERTIFICATIONS*
I, Clyde Harrison, the chief executive officer of Rogers International Raw Materials Fund L.P., certify that:
1. I have reviewed this annual report on Form 10-K of Rogers International Raw Materials Fund L.P;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 22, 2003 --------------
/s/ Clyde Harrison ------------------ Chief Executive Officer
I, Richard Chambers, the chief financial officer of Rogers International Raw Materials Fund L.P., certify that:
1. I have reviewed this annual report on Form 10-K of Rogers International Raw Materials Fund L.P;
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 22, 2003 --------------
/s/ Richard Chambers -------------------- Chief Financial Officer