ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
c/o Beeland Management Company, L.L.C.
141 West Jackson Blvd., 1340A
Chicago, Illinois 60604
September 20, 2010
Mr. Adam F. Turk
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, D.C. 20549
Re: | Rogers International Raw Materials Fund, L.P. (the “Company”) Pre-Effective Amendment No. 1 to the |
Registration Statement on Form S-1 (File No. 333-166849) |
Dear Mr. Turk:
We hereby request that the effective date for the Company’s Registration Statement (File No. 333-166849) be accelerated so that it will be declared effective under the Securities Act of 1933, as amended, on September 22, 2010, at 5:00 p.m. in Washington, D.C., or as soon thereafter as reasonably practicable.
Very truly yours,
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. | UHLMANN PRICE SECURITIES, LLC | |||||||||||
By: | Beeland Management Company, L.L.C., its General Partner | By: | /s/ James Baer | |||||||||
Name: | James Baer | |||||||||||
By: | /s/ Walter Thomas Price, III | Title: | President | |||||||||
Name: | Walter Thomas Price, III | |||||||||||
Title: | Managing Member |
Rogers International Raw Materials Fund, L.P. hereby acknowledges that:
1. | should the Securities and Exchange Commission (the “Commission”), or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare this filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
2. | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in this filing; and |
3. | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. | ||||
By: | Beeland Management Company, L.L.C., its General Partner | |||
By: | /s/ Walter Thomas Price, III | |||
Name: | Walter Thomas Price, III | |||
Title: | Managing Member |