<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending March 31, 1998
[ ] 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 814-00141
Venture Lending & Leasing II, Inc.
-------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Maryland 77-0456589
-------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2010 North First Street, Suite 310, San Jose, CA 95131
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(408) 436-8577
--------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant has (i) filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (ii) has been subject
to such filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Class Outstanding as of April 30, 1998
- ------------------------------------ ---------------------------------------
Common Stock, $.001 par value 11,000
Page 1 of 13; Exhibit Index appears on Page 13
<PAGE>
VENTURE LENDING & LEASING II, INC.
INDEX
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Financial Position (Unaudited) 3
March 31, 1998
Statement of Operations (Unaudited) 4
For the period from September 15, 1997(commencement of
operations) to March 31, 1998 and the three months ended
March 31, 1998
Statement of Changes in Shareholders' Equity (Unaudited) 5
For the period from September 15, 1997(commencement of
operations) to March 31, 1998
Statement of Cash Flows (Unaudited) 6
For the period from September 15, 1997 (commencement of
operations) to March 31, 1998
Notes to Financial Statements 7 - 10
Item 2. Management's Discussion and Analysis of Financial 11 - 13
Condition and Results of Operations
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits 13
SIGNATURES 13
</TABLE>
2
<PAGE>
VENTURE LENDING & LEASING II, INC.
STATEMENT OF FINANCIAL POSITION (UNAUDITED)
AS OF MARCH 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 1998
---------------
<S> <C>
ASSETS
Loans and leases, net of unearned income $ 14,846,017
Cash and cash equivalents 4,216,507
Investments in warrants 454,768
Deferred assets 240,540
Other assets 59,377
---------------
Total assets 19,817,209
---------------
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Bank loans 9,008,210
Accounts payable 857,430
Commitment fees 135,200
---------------
Total liabilities 10,000,840
---------------
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; 200,000,000
shares authorized; issued and outstanding,
11,000 shares 11
Capital in excess of par value 10,999,989
Accumulated deficit (1,183,631)
---------------
Total shareholders' equity 9,816,369
---------------
Total liabilities & shareholders' equity $ 19,817,209
---------------
---------------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
VENTURE LENDING & LEASING II, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FROM SEPTEMBER 15, 1997 (COMMENCEMENT OF OPERATIONS),
TO MARCH 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Three For the period from
Months Ended September 15, 1997 to
March 31, 1998 March 31, 1998
-------------- ----------------------
<S> <C> <C>
INVESTMENT INCOME:
Interest on loans and leases $ 255,774 $ 286,160
Interest on short-term investments 38,704 151,997
-------------- ----------------------
Total investment income 294,478 438,157
-------------- ----------------------
Expenses:
Management fees 687,500 1,495,548
Interest expense 39,412 39,412
Other operating expenses 86,215 147,246
-------------- ----------------------
Total expenses 813,127 1,682,206
-------------- ----------------------
Net Investment loss $ (518,649) $(1,244,049)
-------------- ----------------------
-------------- ----------------------
Net Change in unrealized gain from investments 60,418 60,418
Net loss $ (458,231) $(1,183,631)
-------------- ----------------------
-------------- ----------------------
Basic loss per share $ (41.66) $ (122.24)
-------------- ----------------------
-------------- ----------------------
Diluted loss per share $ (41.66) $ (122.24)
-------------- ----------------------
-------------- ----------------------
Weighted average shares outstanding 11,000.00 9,682.83
-------------- ----------------------
-------------- ----------------------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
VENTURE LENDING & LEASING II, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE PERIOD FROM SEPTEMBER 15, 1997 (COMMENCEMENT OF OPERATIONS),
TO MARCH 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Capital in
------------------ Excess of Accumulated
Shares Amount Par Value Deficit Total
--------- ------ ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Balance, September 15, 1997 50.00 $ - $ 50,000 $ - $ 50,000
Shares sold 10,950.00 11 10,949,989 - 10,950,000
Net loss - - - (1,183,631) (1,183,631)
--------- ------ ----------- ------------ -----------
Balance, March 31, 1998 11,000.00 $ 11 $10,999,989 $(1,183,631) $ 9,816,369
--------- ------ ----------- ------------ -----------
--------- ------ ----------- ------------ -----------
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
VENTURE LENDING & LEASING II, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE PERIOD FROM SEPTEMBER 15, 1997 (COMMENCEMENT OF OPERATIONS),
TO MARCH 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,183,631)
Adjustments to reconcile net investment loss
to net cash used in operating activities:
Amortization of deferred assets 21,632
Increase in refundable commitment fees 135,200
Increase in other assets (59,377)
Increase in unrealized gain on securities (60,418)
Increase in accounts payable and accrued expenses 857,430
------------
Net cash provided by operating activities (289,164)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of loans and leases (16,420,254)
Principal payments on loans and leases 1,574,237
Acquisition of warrants (394,350)
Payment for deferred assets (262,172)
------------
Net cash used in investing activities (15,502,539)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of common stock, net 11,000,000
Proceeds from bank borrowings 9,008,210
------------
Net cash provided by financing activities 20,008,210
------------
Net increase in cash and cash equivalents 4,216,507
------------
Cash and cash equivalents:
Beginning of period -
------------
End of period $ 4,216,507
------------
------------
</TABLE>
The accompanying notes are in integral part of these statements.
6
<PAGE>
VENTURE LENDING & LEASING II, INC.
NOTES TO FINANCIAL STATEMENTS - MARCH 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------
1. ORGANIZATION AND OPERATIONS OF THE COMPANY:
Venture Lending & Leasing II, Inc. (the "Fund") was incorporated in Maryland
on May 19, 1997 as a non-diversified, closed-end management investment
company electing status as a business development company under the
Investment Company Act of 1940. Prior to commencing its operations on
September 15, 1997 the Fund had no operations other than the sale to Westech
Investment Advisors, Inc. ("Westech Advisors") of fifty shares of Common
Stock, $.001 par value ("common stock"), for $50,000. Commencing with the
first year of its investment operations, the Fund will seek to meet the
requirements, including diversification requirements, to qualify as a
regulated investment company ("RIC") under the Internal Revenue Code of 1986.
Costs incurred in connection with the organization of the Fund were paid
initially by Westech Advisors, however, the Fund reimbursed Westech Advisors
for such cost and paid other organizational costs directly which total
approximately $198,000 as of March 31, 1998. This amount has been deferred
and is being amortized on the straight-line basis over a period of 60 months
from the date the Fund commenced operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financials statements and the reported amounts and revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
VALUATION OF INVESTMENTS - The Fund anticipates that substantially all of its
portfolio investments (other than short-term investments) will consist of
securities that at the time of acquisition are subject to restrictions on
sale and for which no ready market will exist. Venture loans and leases are
privately negotiated transactions, and there is no established trading market
in which such loans or leases can be sold. Substantially all the Fund's
investments are restricted securities that cannot be sold publicly without
prior agreement with the issuer to register the securities under the 1933
Act, or by selling the securities under Rule 144 or the rules under the 1933
Act which permit only limited sales under specified conditions.
Investment in loans and leases are valued at their original purchase price
less amortization of principal unless, pursuant to procedures established by
the Fund's Board of Directors, Westech Advisors determines that amortized
cost does not represent fair value. Short-term debt instruments with 60 days
or less remaining to maturity are valued by the amortized cost method.
7
<PAGE>
VENTURE LENDING & LEASING II, INC.
NOTES TO FINANCIAL STATEMENTS - MARCH 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
The Fund does not hold any short-term debt instruments that have a period of
maturity exceeding 60 days.
Warrants that are received in connection with loan and lease transactions
generally are valued at a nominal value assigned at the time of acquisition,
which generally occurs at the first drawdown under the commitment,
thereafter, warrants with readily ascertainable market values will be
assigned a fair value based on the difference, if any, between the exercise
price of the warrant and the market value of equity securities for which the
warrants may be exercised, adjusted for illiquidity.
CASH & CASH EQUIVALENTS - Cash & cash equivalents consist of cash on hand,
demand deposits in banks and repurchase agreements with original maturities
of 90 days or less.
LOANS & LEASES - Unearned income and commitment fees on loans and leases are
recognized using the effective interest method over the term of the loan or
lease. Commitment fees represent fees received for commitments upon which no
drawdowns have yet been made. The fee is included in unearned income and
recognized as described above.
RESERVES FOR LOSSES ON LOANS - Reserves for losses on loans are maintained at
levels that, in the opinion of management, are adequate to absorb losses
incurred in the loan portfolio. As of March 31, 1998 the Fund has no reserve
for non-performing loans.
FEDERAL TAX STATUS - Unless and until the Fund meets the requirements to
qualify as a RIC, it will be taxed as an ordinary corporation on its taxable
income for that year (even if that income is distributed to its shareholders)
and all distributions out of its earnings and profits will be taxable to
shareholders as ordinary income. If and when the Fund qualifies as a RIC, it
will not pay any federal corporate income tax on income which is distributed
to shareholders (pass-through status).
EARNINGS PER SHARE - Earnings per share computations are computed using the
weighted average number of common and dilutive common equivalent shares
assumed to be outstanding during the period using the treasury stock method.
As of March 31, 1998 there are no common stock equivalents outstanding.
8
<PAGE>
VENTURE LENDING & LEASING II, INC.
NOTES TO FINANCIAL STATEMENTS - MARCH 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
3. SUMMARY OF LOANS AND LEASES:
Loans and leases generally are made to borrowers pursuant to commitments
whereby the Fund commits to finance assets up to a specified amount for the
term of the commitment, upon the terms and subject to the conditions
specified by such commitment. At March 31, 1998, there are commitments to 30
clients totaling $57.3 million of which $16.4 million in loans and leases
have been disbursed with $14.8 million outstanding.
The Fund provides asset-based financing primarily to start-up and emerging
growth venture-capital-backed companies. As a result, the Fund is subject to
general credit risk associated with such companies.
4. WARRANTS:
Warrants are acquired to purchase equity securities of borrower or lessee in
connection with asset financings. As of March 31, 1998 the Fund held
warrants in one publicly traded company. Because of the illiquid nature of
these warrants, they have been assigned a nominal value of $455 thousand.
5. LONG - TERM DEBT FACILITY:
The Fund has in place a $35 million revolving credit warehouse facility to
finance the acquisition of asset-based loans and leases. Outstanding
balances bear interest at either the financial institution's prime rate or
1.15% above LIBOR. The Fund pays a commitment fee of .25% annually on the
total average amount of unused commitment with respect to this facility.
Borrowings under the facility are collateralized by the assets financed by
the Fund under loans and leases with assignment to the financial institution,
plus other assets of the Fund.
As of March 31, 1998 the Fund had $9 million outstanding under this facility.
6. CAPITAL STOCK:
There are 200,000,000 shares of $.001 par value common stock authorized.
11,000 shares were issued and outstanding as of March 31, 1998.
9
<PAGE>
VENTURE LENDING & LEASING II, INC.
NOTES TO FINANCIAL STATEMENTS - MARCH 31, 1998 (UNAUDITED)
- -------------------------------------------------------------------------------
The Fund has subscription agreements in effect with its shareholders under
which shareholders will purchase shares of the Fund, up to their full
committed capital amount, upon capital calls delivered at least fifteen days
before payment is due. Based on $110 million subscriptions received by the
final closing during December 1997, $99 million in unfunded and uncalled
capital commitments remained outstanding as of March 31, 1998.
7. MANAGEMENT:
Westech Advisors serves as the Fund's Investment Manager and Siguler Guff
Advisers (the "Adviser") will serve as adviser to Westech Advisors with
respect to Westech Advisors' administrative duties to the Fund. As
compensation for their services to the Fund, Westech Advisors and the Adviser
to Westech Advisors, together, will receive a management fee ("Management
Fee"), at an annual rate of 2.5% of the Fund's committed capital computed and
paid quarterly for the first two years following the Fund's initial private
offering; and at an annual rate of 2.5% of the Fund's total assets (including
amounts derived from borrowed funds) as of the last day of each fiscal
quarter thereafter.
In addition to the Management Fee, Westech Advisors and the Adviser will
together receive a monthly incentive fee (the "Incentive Fee") after
shareholders have received a return of funds ("Payout") equal to the
following: (a) cumulative dividends and distributions equal to 100% of all
amounts paid, as of the date of calculation, by shareholders to the Fund (and
not including placement fees paid to the Placement Agent by certain of the
shareholders) for the purchase of Shares plus (b) a preferred return on all
amounts paid, as of the date of calculation, equal to 8% cumulative,
non-compounded annual return on such amounts. After Payout has been
achieved, all amounts available to be paid as dividends and distributions to
shareholders in accordance with the Fund's distribution policies will be
distributed as follows: 80% as dividends to the Fund's shareholders, and 20%
to Westech Advisors and the Adviser, together, as the Incentive Fee. The
Incentive Fee shall not accrue or be paid until the Fund is no longer
permitted to make capital calls under the Subscription Agreements or
irrevocably waives any right to do so.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Venture Lending & Leasing II, Inc. ("Fund") is a closed-end,
non-diversified management investment company electing status as a business
development company under the Investment Company Act of 1940 ("1940 Act").
The Fund's investment objective is to achieve a high total return. The Fund
will provide asset-based financing to carefully selected venture
capital-backed companies, in the form of secured loans, installment sales
contracts or equipment leases. The Fund generally will receive warrants to
acquire equity securities in connection with its portfolio investments.
The Fund's shares of Common Stock, $.001 par value ("Shares") are sold to
subscribers pursuant to one or more capital calls to be made from time to
time until September 15, 2001. The Fund will seek to require payment by
investors pursuant to each capital call of only that portion of the total
dollar amount subscribed for that the Fund expects will be needed to fund
commitments entered into within a reasonable time after such capital call.
The Fund has made one capital call since inception for a total of 10% of
committed capital. Total committed capital as of March 31, 1998 was $110
million; a total of $11.0 million has been called.
RESULTS OF OPERATIONS -- FOR THE THREE MONTHS ENDED MARCH 31, 1998
Total investment income for the period ending March 31, 1998 was $294
thousand. Investment income consisted of interest on venture loans and cash
balances outstanding during the period. Investment income should increase in
future periods as the Fund continues to make new investments.
Expenses for the period ending March 31, 1998 were $813 thousand. In
addition, the Fund posted an unrealized gain on it's investments of $60
thousand, resulting in net loss of $458 thousand. On a per share basis, for
the period ending March 31, 1998 the net loss was $41.66.
The primary expense of the Fund was the management fee of $688 thousand
incurred during the period, which is imposed at an annual rate of 2.5% of
committed capital. Because the management fee is imposed on committed
capital, it will represent more than 2.5% of invested assets (and reduce net
income correspondingly) until invested assets equal or exceed committed
capital.
Interest expense for the quarter was $39 thousand as the Fund began to
borrow against its line of credit. Interest expense is expected to become a
significant portion of the Fund's operating expense as the Fund begins to use
borrowed money in addition to its equity capital to fund loans. Expenses
other than the management fee, and interest expense are relatively fixed and
should decrease as a percentage of investment income as the Fund's assets
increase. Bad debt expenses was zero for the period as the Fund is still
new. Actual future bad debt expense will depend on the success of the fund's
investments.
11
<PAGE>
FOR THE PERIOD FROM SEPTEMBER 15, 1997 (COMMENCEMENT OF OPERATIONS),
TO MARCH 31, 1998
Total investment income for the period ending March 31, 1998 was $438
thousand as the Fund did not commence operations until September 15th.
Investment income consisted of interest on venture loans and cash balances
outstanding during the period. Investment income should increase in future
periods as the Fund continues to make new investments.
Expenses for the period ending March 31, 1998 were $1,682 thousand. In
addition, the Fund posted an unrealized gain on it's investments of $60
thousand, resulting in net loss of $1,184 thousand. On a per share basis,
for the period ending March 31, 1998 the net loss was $122.24.
The primary expense of the Fund was the management fee of $1,496 thousand
incurred during the period. Interest expense for the quarter was $39 thousand
as the Fund began to borrow against its line of credit. Interest expense is
expected to become a significant portion of the Fund's operating expense as
the Fund begins to use borrowed money in addition to its equity capital to
fund loans. Expenses other than the management fee and interest expense are
relatively fixed and should decrease as a percentage of investment income as
the Fund's assets increase. Bad debt expenses was zero for the period as the
Fund is still new. Actual future bad debt expense will depend on the success
of the fund's investments.
The Fund incurred $198 thousand in organizational expenses through March
31, 1998. The Fund reimbursed Westech Advisors for the portion of these costs
that they paid prior to the closing of the Fund. This amount has been
deferred and is being amortized on a straight-line basis over a period of 60
months from the date the Fund commenced operations.
LIQUIDITY AND CAPITAL RESOURCES -- MARCH 31, 1998
Total capital committed to the purchase of shares pursuant to subscription
agreements stood at approximately $110 million at December 31, 1997 when the
Fund stopped accepting new subscriptions. As of March 31, 1998, 10% of this
committed capital was called to fund investments in venture loans and leases
and to meet the Fund's expenses. Additional capital may be drawn from
subscribers upon 15 days' notice.
The Fund established a $35 million credit facility with a syndicate of
major banks to finance the acquisition of asset-based loans and leases.
As of March 31, 1998, 21% of the Fund's assets consisted of cash and cash
equivalents. The Fund invested $9.9 million in venture loans and leases
during the last quarter, and net loan amounts outstanding after amortization
stand at approximately $14.8 million. Amounts committed but undrawn
increased to approximately $40.9 million. Because venture loans and leases
are privately negotiated transactions, investments in these assets are
relatively illiquid.
12
<PAGE>
The Fund will seek to meet the requirements to qualify for the special
pass-through status available to "regulated investment companies" ("RICs")
under the Internal Revenue Code, and thus to be relieved of federal income
tax on that part of its net investment income and realized capital gains that
it distributes to shareholders. To meet this requirement, the Fund must,
among other things, reach a specified level of diversification of its assets.
If the Fund qualifies as a RIC, it will become subject to continuing
diversification requirements, as well as other requirements mandating annual
distributions of net income and realized gain, and limiting the nature and
source of the Fund's income. The Fund cannot predict with certainty when or
if it will achieve RIC status.
PART II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS
27. Financial Data Schedule
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 duly authorized.
VENTURE LENDING & LEASING II, INC.
Registrant
Date: May 15, 1998 /s/ Salvador O. Gutierrez
-------------------------------------
Salvador O. Gutierrez
President and Chief Financial Officer
[Duly Authorized Officer]
Date: May 15, 1998 /s/ Ronald W. Swenson
-------------------------------------
Ronald W. Swenson
Chairman
[Chief Executive Officer]
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> SEP-15-1997
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 15241
<INVESTMENTS-AT-VALUE> 15301
<RECEIVABLES> 0
<ASSETS-OTHER> 59
<OTHER-ITEMS-ASSETS> 4457
<TOTAL-ASSETS> 19817
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 9008
<OTHER-ITEMS-LIABILITIES> 993
<TOTAL-LIABILITIES> 10001
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11000
<SHARES-COMMON-STOCK> 11
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1244
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 60
<NET-ASSETS> 9816
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 438
<OTHER-INCOME> 0
<EXPENSES-NET> 1682
<NET-INVESTMENT-INCOME> (1244)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 60
<NET-CHANGE-FROM-OPS> (1184)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19817
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1496
<INTEREST-EXPENSE> 39
<GROSS-EXPENSE> 1682
<AVERAGE-NET-ASSETS> 9909
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> (122.24)
<PER-SHARE-GAIN-APPREC> 5.49
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 892.36
<EXPENSE-RATIO> .170
<AVG-DEBT-OUTSTANDING> 4504
<AVG-DEBT-PER-SHARE> 465.15
</TABLE>
