<PAGE>
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 March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
--- ---
Commission File No. 814-48
TECHNOLOGY FUNDING PARTNERS III, L.P.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-3033783
- ------------------------------ ---------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 Alameda de las Pulgas, Suite 250
San Mateo, California 94403
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(415) 345-2200
--------------------------------------------------
(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 (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
No active market for the units of limited partnership interest ("Units")
exists, and therefore the market value of such Units cannot be
determined.
<PAGE>
I. FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS
- --------------
<TABLE>
<CAPTION>
(unaudited)
March 31, December 31,
1997 1996
-------- -----------
<S> <C> <C>
ASSETS
Equity investments (cost basis
of $23,840,183 and $21,648,281 for
1997 and 1996, respectively) $26,634,209 28,511,247
Cash and cash equivalents 7,568,241 5,317,251
Other assets 1,111 61,783
---------- ----------
Total $34,203,561 33,890,281
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 52,780 58,301
Due to related parties 7,423 89,517
Other liabilities 19,234 27,618
---------- ----------
Total liabilities 79,437 175,436
Commitments and contingencies
(Notes 2 and 5)
Partners' capital:
Limited Partners
(Units outstanding of 160,000
in both 1997 and 1996) 31,012,739 26,997,022
General Partners 317,359 (145,143)
Net unrealized fair value increase
from cost of equity investments 2,794,026 6,862,966
---------- ----------
Total partners' capital 34,124,124 33,714,845
---------- ----------
Total $34,203,561 33,890,281
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF OPERATIONS (unaudited)
- ------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
-----------------------------------
1997 1996
---- ----
<S> <C> <C>
Income:
Notes receivable interest $ 34,071 3,429
Short-term investment interest 70,015 160,350
Other income -- 15,625
--------- ---------
Total income 104,086 179,404
Costs and expenses:
Management fees 84,726 103,470
Individual General Partners'
compensation 8,322 5,000
Operating expenses:
Administrative and
investor services 108,261 76,716
Investment operations 66,342 63,639
Computer services 29,112 15,995
Professional fees 17,087 10,515
--------- ---------
Total operating expenses 220,802 166,865
--------- ---------
Total costs and expenses 313,850 275,335
--------- --------
Net operating loss (209,764) (95,931)
Net realized gain from sales of
equity investments 4,542,700 3,189,487
Realized gains from venture
capital limited partnership
investments 145,283 46,196
Realized losses from investment
write-downs -- (38,546)
--------- ---------
Net realized income 4,478,219 3,101,206
Change in net unrealized
fair value:
Equity investments (4,068,940) 2,295,664
Secured notes receivable -- (100,000)
--------- ---------
Net income $ 409,279 5,296,870
========= =========
Net realized income per Unit $ 25 19
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited)
- ------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
-----------------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Interest received $ 70,012 161,012
Cash paid to vendors (58,697) (38,059)
Cash paid to related parties (349,055) (1,052,567)
--------- ----------
Net cash used by
operating activities (337,740) (929,614)
--------- ----------
Cash flows from investing activities:
Secured notes receivable issued -- (171,666)
Purchase of equity investments (4,560,792) (1,348,602)
Proceeds from sales of equity
investments 7,061,467 4,083,571
Distributions from venture capital
limited partnerships 88,055 23,321
--------- ----------
Net cash provided by
investing activities 2,588,730 2,586,624
--------- ----------
Cash flows from financing activities:
Distributions to Limited and General
Partners -- (3,565,256)
--------- ----------
Net cash used by
financing activities -- (3,565,256)
--------- ----------
Net increase (decrease) in cash
and cash equivalents 2,250,990 (1,908,246)
Cash and cash equivalents at beginning
of year 5,317,251 12,607,605
---------- ----------
Cash and cash equivalents at March 31 $7,568,241 10,699,359
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
STATEMENTS OF CASH FLOWS (unaudited) (continued)
- ------------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended March 31,
------------------------------------
1997 1996
---- ----
<S> <C> <C>
Reconciliation of net income to net
cash used by operating activities:
Net income $ 409,279 5,296,870
Adjustments to reconcile net income
to net cash used by operating activities:
Net realized gain from sales of equity
investments (4,542,700) (3,189,487)
Realized gains from venture capital
limited partnership investments (145,283) (46,196)
Realized losses from investment
write-downs -- 38,546
Change in net unrealized fair value:
Equity investments 4,068,940 (2,295,664)
Secured notes receivable -- 100,000
Changes in:
Due to/from related parties (82,094) (811,455)
Other, net (45,882) (22,228)
--------- ---------
Net cash used by operating activities $ (337,740) (929,614)
========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (unaudited)
- -----------------------------------------
1. General
-------
In the opinion of the Managing General Partners, the Balance Sheets as
of March 31, 1997, and December 31, 1996, and the related Statements of
Operations and Statements of Cash Flows for the three months ended March
31, 1997 and 1996, reflect all adjustments which are necessary for a
fair presentation of the financial position, results of operations and
cash flows for such periods. These statements should be read in
conjunction with the Annual Report on Form 10-K for the year ended
December 31, 1996. The following notes to financial statements for
activity through March 31, 1997, supplement those included in the Annual
Report on Form 10-K.
2. Related Party Transactions
--------------------------
Related party costs are included in costs and expenses shown on the
Statements of Operations. Related party expenses for the three months
ended March 31, 1997 and 1996, were as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Management fees $ 84,726 103,470
Reimbursable operating expenses 173,913 132,642
Individual General Partners'
compensation 8,322 5,000
</TABLE>
Certain reimbursable expenses have been accrued based upon interim
estimates prepared by the Managing General Partners and are adjusted to
actual costs periodically. There were $13,263 due from and $57,498 due
to related parties for such expenses at March 31, 1997, and December 31,
1996, respectively.
Amounts due to related parties for management fees payable were $20,686
and $32,019 at March 31, 1997, and December 31, 1996, respectively.
Officers of the Managing General Partners occasionally receive stock
options as compensation for serving on the Boards of Directors of
portfolio companies. At March 31, 1997, the Partnership had an indirect
interest in such non-transferable Conversion Technologies International,
Inc., and Electronic Designs, Inc., options at exercise prices higher
than the current market value.
3. Equity Investments
------------------
A complete listing of the Partnership's equity investments at December
31, 1996, is in the 1996 Annual Report. Activity from January 1 through
March 31, 1997, consisted of
<TABLE>
<CAPTION>
January 1 -
March 31, 1997
Principal --------------
Investment Amount or Cost Fair
Industry/Company Position Date Shares Basis Value
- ---------------- -------- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 $21,648,281 28,511,247
---------- ----------
Significant changes:
Communications
- --------------
NetChannel, Series B
Inc. Preferred
share
warrant at
$1.10;
exercised
01/97 10/96 295,454 (3,250) (3,250)
NetChannel, Series B
Inc. Preferred
shares 01/97 295,454 328,249 328,249
NetChannel, Convertible
Inc. note (1) 03/97 $325,000 326,809 326,809
NetChannel, Series B
Inc. Preferred
shares 03/97 354,545 0 390,000
Computers and Computer Equipment
- --------------------------------
Electronic Common
Designs, Inc. shares various 645,477 0 (329,342)
Computer Systems and Software
- -----------------------------
Geoworks Common
shares 03/94 38,415 (179,267) (970,939)
Geoworks Common
shares 06/94 65,110 (31,052) (2,391,737)
Geoworks Common
shares 07/96 10,000 (200,000) (252,750)
Geoworks Common
shares 09/96 15,000 (298,125) (379,125)
Geoworks Common
shares 02/97 50,000 956,250 298,125
Photon Dynamics Common
shares 07/96 50,000 0 (100,000)
Electronic Design Automation
- ----------------------------
Cadence Design Common
Systems, Inc. shares 07/96 12,000 0 (68,400)
Synopsys, Inc. Common
shares 07/96 7,000 (238,569) (313,600)
Synopsys, Inc. Common
shares 02/97 14,000 560,005 386,456
Information Technology
- ----------------------
WorldRes, Inc. Series B
Preferred
shares 01/97 221,894 750,002 750,002
Medical/Biotechnology
- ---------------------
ADESSO Specialty Series C
Services Preferred
Organization, shares
Inc. 01/97 177,420 1,100,004 1,100,004
Affymetrix, Inc. Common
shares 07/96 20,000 (225,000) (401,760)
Biex, Inc. Series D
Preferred
shares 03/97 44,446 66,669 66,669
CV Therapeutics, Inc. Common
shares 11/96 33,724 0 116,487
Endocare, Inc. Common
shares
warrant
at $3.00;
expiring
08/01 08/96 112,500 0 60,300
Endocare, Inc. Convertible
note (1) 08/96 $562,500 (594,500) (594,500)
Endocare, Inc. Common
shares 01/97 52,500 183,750 154,770
Endocare, Inc. Common
shares 01/97 249,000 622,500 734,052
Gilead Sciences, Common
Inc. shares 07/96 20,000 (347,500) (508,500)
Lifecell Common
Corporation shares various 265,847 0 970,341
Lifecell Redeemable
Corporation Series A
Preferred
shares 11/94 12,500 (220,785) (220,785)
Lifecell Common
Corporation shares 03/97 1,601 4,148 10,788
Lifecell Common
Corporation shares 03/97 83,612 216,637 563,378
Matrix Common
Pharmaceuticals, shares (2)
Inc. various 454,633 0 125,024
PolyMedica Common
Industries, Inc. shares 03/92 369,100 (121,184) 306,192
PolyMedica Common
Industries, Inc. shares 03/97 2,625 14,109 13,125
SyStemix, Inc. Common
shares various 61,260 (445,275) (937,094)
TheraTx, Inc. Common
shares (2) 06/94 60,000 (90,000) (654,180)
Thermo Electron Common
Corporation shares 06/96 26,318 0 (202,379)
Venture Capital Limited Partnership Investments
- -----------------------------------------------
Various Limited
Partnership
Interests Various $3,976,569 (882) (146,165)
---------- ----------
Total significant changes during the three months
ended March 31, 1997 2,133,743 (1,773,735)
Other changes, net 58,159 (103,303)
---------- ----------
Total equity investments at March 31, 1997 $23,840,183 26,634,209
========== ==========
(1) Convertible notes include accrued interest. The interest rate on note issued
in 1997 was 8%.
(2) Common stockholders have a right to purchase one Preferred share for each share
of common stock held, subject to certain conditions.
</TABLE
Marketable Equity Securities
- ----------------------------
At March 31, 1997, and December 31, 1996, marketable equity securities
had aggregate costs of $9,528,316 and $11,534,692, respectively, and
aggregate fair values of $11,756,523 and $16,424,731, respectively. The
net unrealized gains at March 31, 1997, and December 31, 1996, included
gross gains of $3,867,684 and $7,523,038, respectively.
ADESSO Specialty Services Organization, Inc.
- --------------------------------------------
In January of 1997, the Partnership invested in the company by
purchasing 177,420 Series C Preferred shares for $1,100,004.
Affymetrix, Inc.
- ----------------
In January of 1997, the Partnership sold its entire investment in the
company for total proceeds of $577,481 and realized a gain of $352,481.
Biex, Inc.
- ----------
In March of 1997, the Partnership made an additional investment in the
company by purchasing 44,446 Series D Preferred shares for $66,669.
Endocare, Inc.
- --------------
In January of 1997, the Partnership made an additional investment in the
company by purchasing 52,500 common shares for $183,750. In addition,
the Partnership converted its $562,500 note receivable, including
accrued interest of $60,000, into 249,000 common shares at a total cost
of $622,500. At March 31, 1997, the Partnership recorded an increase in
the change in fair value of $142,872 to reflect the publicly-traded
market price for the above Endocare investments; a portion of the fair
value was adjusted to reflect a discount for restricted securities.
Geoworks
- --------
In January of 1997, the Partnership sold 110,000 common shares of the
company for total proceeds of $2,737,410 and realized a gain of
$2,028,966. Then in February of 1997, the Partnership purchased 50,000
common shares of the company for $956,250 on the open market. At March
31, 1997, the Partnership recorded a decrease in the change in fair
value of $3,944,232 to reflect the publicly-traded market price of its
investments; $2,071,806 of the decrease was due to the sale mentioned
above.
Gilead Sciences, Inc.
- ---------------------
In January of 1997, the Partnership sold its entire investment in the
company for total proceeds of $622,480 and realized a gain of $274,980.
Lifecell Corporation
- --------------------
In March of 1997, the Partnership received a stock dividend of 1,601
common shares. A cost basis of $4,148 was allocated to these shares
from the Partnership's existing Series A Preferred share investment. In
addition, the company redeemed its Series A Preferred shares by
converting the Partnership's 12,500 Series A Preferred shares into
83,612 common shares. At March 31, 1997, the Partnership recorded an
increase in the change in fair value of $1,323,722 to reflect the
publicly-traded market price of its investments.
NetChannel, Inc.
- ----------------
In January of 1997, the Partnership cash exercised its Series B
Preferred share warrant for $324,999 and received 295,454 Series B
Preferred shares. Then in March of 1997, the Partnership issued a
$325,000 convertible note receivable to the company and received 354,545
Series B Preferred shares. The Partnership also recorded a fair value
increase of $390,000 at March 31, 1997, for the Series B Preferred
shares received.
PolyMedica Industries, Inc.
- ---------------------------
During the first quarter of 1997, the Partnership sold 42,700 common
shares of the company for total proceeds of $254,004 and realized a gain
of $132,820. In addition, the Partnership received 2,625 common shares
for the option exercise price of $14,109 as a result of an officer
exercising his option for the benefit of the Partnership (See Note 2 for
additional information). At March 31, 1997, the Partnership recorded an
increase of $426,392 in the change in fair value to reflect the
publicly-traded market price of its investments.
Synopsys, Inc.
- --------------
During the first quarter of 1997, the Partnership purchased 21,000
common shares of the company on the open market for $840,009 as well as
sold 14,000 common shares for total proceeds of $629,975 and realized a
gain of $111,402. At March 31, 1997, the Partnership recorded a
decrease in the change in fair value of $248,580 to reflect the
publicly-traded market price of its investments.
SyStemix, Inc.
- --------------
In January of 1997, the Partnership sold its entire investment in the
company for total proceeds of $1,178,532 and realized a gain of
$733,257.
TheraTx, Inc.
- -------------
During the first quarter of 1997, the Partnership sold its entire
investment in the company for total proceeds of $997,467 and realized a
gain of $907,467.
WorldRes, Inc.
- --------------
In January of 1997, the Partnership invested in the company by
purchasing 221,894 Series B Preferred shares for $750,002.
Venture Capital Limited Partnership Investments
- -----------------------------------------------
The Partnership recorded a cost basis decrease of $882 in venture
capital limited partnership investments during the three months ended
March 31, 1997. The decrease was a result of a return of capital in the
form of a cash distribution of $882. The Partnership recorded a fair
value decrease of $146,165 as a result of cash and stock distributions
from certain venture capital limited partnership investments.
During the first three months of 1997, the Partnership received cash
distributions totaling $87,173 and tradable common and preferred stock
distributions of US West Media Group with fair values of $47,663 and
$10,447, respectively; these distributions were from profits and were
recorded as realized gains from venture capital limited partnership
investments.
In January of 1997, the Partnership sold its distribution of
Endovascular Technologies, Inc., for $5,544 and realized a gain of
$1,328.
Other Equity Investments
- ------------------------
Other significant changes reflected above relate to market value
fluctuations or the elimination of a discount relating to selling
restrictions for publicly-traded portfolio companies.
4. Cash and Cash Equivalents
-------------------------
Cash and cash equivalents at March 31, 1997, and December 31, 1996,
consisted of:
</TABLE>
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Demand accounts $ 16,559 13,494
Money-market accounts 7,551,682 5,303,757
---------- ----------
Total $ 7,568,241 5,317,251
========== ==========
</TABLE>
5. Commitments and Contingencies
-----------------------------
The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business. Generally, these
instruments are commitments for future equity investment fundings,
venture capital limited partnership investments, equipment financing
commitments, or accounts receivable lines of credit that are outstanding
but not currently fully utilized by a borrowing company. As they do not
represent current outstanding balances, these unfunded commitments are
properly not recognized in the financial statements. At March 31, 1997,
the Partnership had unfunded commitments as follows:
<TABLE>
<S> <C>
Type
- ----
Equity investments $378,600
Venture capital limited partnership investments 23,431
-------
Total $402,031
=======
</TABLE>
In 1996, the Partnership jointly guaranteed with two affiliated
partnerships, a $1,000,000 line of credit between a financial
institution and a portfolio company in the computer systems and software
industry. If the affiliated partnerships are unable to finance their
portion of the guarantee, the Partnership maybe liable for the entire
$1,000,000.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
During the three months ended March 31, 1997, net cash used by operating
activities totaled $337,740. The Partnership paid management fees of
$96,059 to the Managing General Partners and reimbursed related parties
for operating expenses of $244,674. In addition, $8,322 was paid to the
Individual General Partners as compensation for their services. Other
operating expenses of $58,697 were paid and $70,012 in interest income
was received.
During the three months ended March 31, 1997, the Partnership funded
equity investments of $4,560,792 mainly to portfolio companies in the
medical/biotechnology, computer systems and software, and electronic
design automation industries. Proceeds from equity investment sales
were $7,061,467, of which $58,575 related to sales prior to December 31,
1996, which have been settled, and cash distributions of $88,055 from
venture capital limited partnership investments were received. As of
March 31, 1997, the Partnership was committed to fund additional
investments of $402,031 and has outstanding guarantees up to $1,000,000
as discussed in Note 5 to the financial statements.
Cash and cash equivalents at March 31, 1997, were $7,568,241. Cash
reserves, interest income on short-term investments, and future proceeds
from equity investment sales are expected to be adequate to fund
Partnership operations and future investments through the next twelve
months.
Results of Operations
- ---------------------
Current quarter compared to corresponding quarter in the preceding year
- -----------------------------------------------------------------------
Net income was $409,279 and $5,296,870 for the three months ended March
31, 1997 and 1996, respectively. The decrease in net income was
primarily due to a $6,364,604 decrease in the change in net unrealized
fair value of equity investments, partially offset by a $1,353,213
increase in net realized gain from sales of equity investments.
During the quarter ended March 31, 1997, the decrease in fair value of
equity investments of $4,068,940 was substantially attributable to the
sale of Geoworks common stock, as the gain was realized, and a portfolio
company in the computer systems and software industry. During the same
period in 1996, the increase of $2,295,664 was primarily due to
portfolio companies in the medical/biotechnology and industrial/business
automation industries, partially offset by decreases in portfolio
companies in the computer systems and software industry.
Net realized gains from sales of equity investments were $4,542,700 and
$3,189,487 for the quarters ended March 31, 1997 and 1996, respectively.
The 1997 gain mainly related to sales of Geoworks, TheraTx, Inc., and
SyStemix, Inc. The 1996 gain primarily related to sales of Geoworks.
Total operating expenses were $220,802 and $166,865 for the quarters
ended March 31, 1997 and 1996, respectively. The increase was primarily
due to higher administrative and investor services expenses from
increased overall portfolio activities.
Given the inherent risk associated with the business of the Partnership,
the future performance of the portfolio company investments may
significantly impact future operations.
II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Partnership during the
quarter ended March 31, 1997.
(b) Financial Data Schedule for the quarter ended and as of March 31,
1997 (Exhibit 27).
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
TECHNOLOGY FUNDING PARTNERS III, L.P.
By: TECHNOLOGY FUNDING INC.
Managing General Partner
Date: May 9, 1997 By: /s/Debbie A. Wong
------------------------------------
Debbie A. Wong
Vice President
and Controller
<TABLE> <S> <C>
<ARTICLE>6
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FORM 10-Q AS OF MARCH 31, 1997, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>1
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> 3-MOS
<INVESTMENTS-AT-COST> 23,840,183
<INVESTMENTS-AT-VALUE> 26,634,209
<RECEIVABLES> 0
<ASSETS-OTHER> 1,111
<OTHER-ITEMS-ASSETS> 7,568,241
<TOTAL-ASSETS> 34,203,561
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79,437
<TOTAL-LIABILITIES> 79,437
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 31,330,098
<SHARES-COMMON-STOCK> 160,000
<SHARES-COMMON-PRIOR> 160,000
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,794,026
<NET-ASSETS> 34,124,124
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 104,086
<OTHER-INCOME> 0
<EXPENSES-NET> (313,850)
<NET-INVESTMENT-INCOME> (209,674)
<REALIZED-GAINS-CURRENT> 4,687,983
<APPREC-INCREASE-CURRENT> (4,068,940)
<NET-CHANGE-FROM-OPS> 409,279
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 409,279
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 84,726
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 315,150
<AVERAGE-NET-ASSETS> 33,919,485
<PER-SHARE-NAV-BEGIN> 169
<PER-SHARE-NII> 25
<PER-SHARE-GAIN-APPREC> 0 <F1>
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 194
<EXPENSE-RATIO> .93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>
A zero value is used since the change in net unrealized fair value is
not allocated to General Partners and Limited Partners as it is not
taxable. Only taxable gains or losses are allocated in accordance with
the Partnership Agreement.
</FN>
</TABLE>
