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, 1995
Or
[ ] 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 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C>
Delaware 13-3423417
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (201) 624-2131
Not applicable
Former name, former address and former fiscal year, if changed since last report
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
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WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1995 (Unaudited) and December 31, 1994
Schedule of Portfolio Investments as of March 31, 1995 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1995 and 1994
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1995 (Unaudited)
Notes to Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
WESTFORD TECHNOLOGY VENTURES, L.P.
BALANCE SHEETS
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March 31, 1995 December 31,
(Unaudited) 1994
<S> <C> <C>
ASSETS
Investments - Note 2
Portfolio investments, at fair value (cost $7,538,861 at
March 31, 1995 and $7,681,237 at December 31, 1994) $ 7,448,880 $ 7,454,603
Short-term investments, at amortized cost 499,753 497,769
Cash and cash equivalents 347,276 281,341
Receivable from securities sold (net of unamortized discount of
$100,598 at March 31, 1995 and $101,530 at December 31, 1994) 217,632 225,760
Accrued interest receivable 16,092 11,343
------ ------
TOTAL ASSETS $ 8,529,633 $ 8,470,816
= ========= = =========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 36,044 $ 28,143
Due to Independent General Partners - Note 5 10,500 10,500
------ ------
Total liabilities 46,544 38,643
------ ------
Partners' Capital:
Managing General Partner 84,852 85,701
Individual General Partners 2,980 3,010
Limited Partners (11,217 Units) 8,485,238 8,570,096
Unallocated net unrealized depreciation of investments - Note 2 (89,981) (226,634)
------- --------
Total partners' capital 8,483,089 8,432,173
--------- ---------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,529,633 $ 8,470,816
= ========= = =========
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1995
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Initial Investment
Company / Position Date Cost Fair Value
Cincinnati Bell Inc.(A)(B)
<C> <C> <C> <C>
21,673 shares of Common Stock Nov. 1989 $ 425,199 $ 473,555
- ----------------------------- --------- - ------- - -------
Cybernetics Systems International Corp.*
100,000 shares of Common Stock Mar. 1990 224,970 224,970
4,520 shares of Preferred Stock 1,126,821 1,126,821
Warrants to purchase 78,295 shares of Common Stock
at $.52 per share, expiring between 12/31/98 and 3/23/00 375 375
-------------------------------------------------------- --- ---
Inn-Room Systems, Inc.*
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,254
Warrants to purchase 206,003 shares of Common Stock at
$0.01 per share, expiring between 12/31/97 and 6/30/98 74,603 100,941
------------------------------------------------------ ------ -------
Picture Productions, L.P.
1% Limited Partnership Interest Dec. 1991 10,000 10,000
- ------------------------------- --------- ------ ------
Spectrix Corporation*
742,304 shares of Preferred Stock June 1989 3,511,351 2,969,216
274,862 shares of Common Stock 142,681 1,099,448
Warrants to purchase 336,894 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 12/2/99 0 0
Warrants to purchase 25,000 shares of Common Stock at
$5 per share, expiring 12/2/99 0 0
Options to purchase 5,000 shares of Common Stock at
$4 per share, expiring 4/26/96 6,875 0
------------------------------ ----- -
Thunderbird Technologies, Inc.
581,533 shares of Preferred Stock Oct. 1992 581,533 581,533
Convertible Promissory Note at prime 190,767 190,767
- ------------------------------------ ------- -------
TOTALS $ 7,538,861 $ 7,448,880
= ========= = =========
</TABLE>
(A) Public company
(B) In January 1995, the Partnership sold 20,000 common shares of Cincinnati
Bell Inc. for $388,787, realizing a loss of $3,589.
* May be deemed an affiliated person of the Partnership as defined in the
Investment Company Act of 1940.
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31,
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1995 1994
---- ----
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 9,194 $ 13,742
Interest and other income from portfolio investments 13,321 14,896
------ ------
Totals 22,515 28,638
------ ------
Expenses:
Management fee - Note 4 56,025 58,425
Professional fees 26,908 29,340
Mailing and printing 11,230 2,806
Independent General Partners' fees - Note 5 10,500 10,500
------ ------
Totals 104,663 101,071
------- -------
NET INVESTMENT LOSS (82,148) (72,433)
Net realized loss from portfolio investments (3,589) -
------ -
NET REALIZED LOSS FROM OPERATIONS
(allocable to Partners) - Note 3 (85,737) (72,433)
Net change in unrealized depreciation of investments 136,653 (100,015)
------- --------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $ 50,916 $ (172,448)
= ====== = ========
</TABLE>
See notes to financial statements.
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WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
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1995 1994
---- ----
CASH FLOWS USED FOR OPERATING ACTIVITIES
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Net investment loss $ (82,148) $ (72,433)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Decrease in accrued interest on short-term investments (2,149) 4,233
Increase in accrued interest receivable (4,749) (6,561)
Increase (decrease) in payables 7,901 (6,375)
----- ------
Cash used for operating activities (81,145) (81,136)
------- -------
CASH FLOWS PROVIDED FROM (USED FOR)
INVESTING ACTIVITIES
Net return of short-term investments 165 548,786
Purchase of portfolio investments (250,000) (722,300)
Proceeds from the sale of portfolio investments 396,915 -
------- -
Cash provided from (used for) investing activities 147,080 (173,514)
------- --------
Increase (decrease) in cash and cash equivalents 65,935 (254,650)
Cash and cash equivalents at beginning of period 281,341 744,390
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 347,276 $ 489,740
= ======= = =======
</TABLE>
See notes to financial statements.
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WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1995
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Unallocated
Managing Individual Net Unrealized
General General Limited Depreciation of
Partner Partners Partners Investments Total
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $ 85,701 $ 3,010 $ 8,570,096 $ (226,634) $ 8,432,173
Net investment loss - Note 3 (813) (29) (81,306) - (82,148)
Net realized loss from portfolio
investments - Note 3 (36) (1) (3,552) - (3,589)
Net change in unrealized
depreciation of investments - - - 136,653 136,653
- - - ------- -------
Balance at end of period $ 84,852 $ 2,980 $ 8,485,238(A) $ (89,981) $ 8,483,089
= ====== = ===== = ========= = ======= = =========
</TABLE>
(A) The net asset value per $1,000 unit of limited partnership interest,
including an assumed allocation of net unrealized depreciation of
investments, is $749.
See notes to financial statements.
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WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Organization and Purpose
Westford Technology Ventures, L.P. (the "Partnership") is a Delaware limited
partnership formed on September 3, 1987. WTVI Co., L.P., the managing general
partner of the Partnership (the "Managing General Partner") and four individuals
(the "Individual General Partners") are the general partners of the Partnership.
Hamilton Capital Management Inc. (the "Management Company") is the general
partner of the Managing General Partner and the management company of the
Partnership. The Partnership began its principal operations on December 1, 1988.
The Partnership's objective is to achieve long-term capital appreciation by
making venture capital investments in new and developing companies and other
special investment situations. The Partnership will not engage in any other
business or activity. The Partnership will terminate on December 31, 1998,
subject to the right of the Individual General Partners to extend the term for
up to two additional two-year periods.
2. Significant Accounting Policies
Valuation of Investments - Short-term investments are carried at amortized cost
which approximates market. Portfolio investments are carried at fair value as
determined quarterly by the Managing General Partner under the supervision of
the Individual General Partners. The fair value of publicly-held portfolio
securities is adjusted to the average closing public market price for the last
five trading days of each quarter discounted by a factor of 0% to 50% for sales
restrictions. Factors considered in the determination of an appropriate discount
include, underwriter lock-up or Rule 144 trading restrictions, insider status
where the Partnership either has a representative serving on the Board of
Directors or is greater than a 10% shareholder, and other liquidity factors such
as the size of the Partnership's position in a given company compared to the
trading history of the public security. Privately-held portfolio securities are
carried at cost until significant developments affecting the portfolio company
provide a basis for change in valuation. The fair value of private securities is
adjusted 1) to reflect meaningful third-party transactions in the private market
or 2) to reflect significant progress or slippage in the development of the
company's business such that cost is no longer reflective of fair value. As a
venture capital investment fund, the Partnership's portfolio investments involve
a high degree of business and financial risk that can result in substantial
losses. The Managing General Partner considers such risks in determining the
fair value of the Partnership's portfolio investments.
Investment Transactions - Investment transactions are recorded on the accrual
method. Portfolio investments are recorded on the trade date, the date the
Partnership obtains an enforceable right to demand the securities or payment
therefor. Realized gains and losses on investments sold are computed on a
specific identification basis.
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WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
Income Taxes - No provision for income taxes has been made since all income and
losses are allocable to the Partners for inclusion in their respective income
tax returns. The Partnership's net assets for financial reporting purposes
differ from its net assets for tax purposes. Net unrealized depreciation of
$89,981 at March 31, 1995, which was recorded for financial statement purposes,
was not recognized for tax purposes. Additionally, from inception to March 31,
1995, timing differences relating to realized losses totaling $382,000 have been
deducted on the Partnership's financial statements and syndication costs
relating to the selling of Units totaling $1.2 million were charged to partners'
capital on the financial statements. These amounts have not been deducted or
charged against partners' capital for tax purposes.
Statements of Cash Flows - The Partnership considers cash held in its interest
bearing cash account to be cash equivalents.
3. Allocation of Partnership Profits and Losses
The Partnership Agreement provides that the Managing General Partner will be
allocated, on a cumulative basis over the life of the Partnership, 20% of the
Partnership's aggregate investment income and net realized gains from venture
capital investments, provided that such amount is positive. All other gains and
losses of the Partnership are allocated among all the Partners, including the
Managing General Partner, in proportion to their respective capital
contributions to the Partnership.
4. Related Party Transactions
The Management Company provides, or arranges for others to provide, the
management and administrative services necessary for the operation of the
Partnership. For these services, the Management Company receives a management
fee at an annual rate of 2.5% of the gross capital contributions to the
Partnership (net of selling commissions and organizational expenses paid by the
Partnership), reduced by capital distributed and realized losses, with a minimum
fee of $200,000 per annum. Such fee is determined quarterly and paid monthly.
5. Independent General Partners' Fees
As compensation for services rendered to the Partnership, each of the three
Independent General Partners receives $10,000 annually in quarterly installments
and $1,000 for each meeting of the Independent General Partners attended, plus
out-of-pocket expenses.
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WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
6. Commitments
The Partnership and other investors of Inn-Room Systems, Inc. have guaranteed a
bank loan payable by the company. The Partnership's portion of the guarantee is
$72,000.
7. Interim Financial Statements
In the opinion of WTVI Co., L.P., the managing general partner of the
Partnership, the unaudited financial statements at March 31, 1995, and for the
three month period then ended, reflect all adjustments necessary for the fair
presentation of the results of the interim period.
<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, 1995, the Partnership made a $250,000
follow-on investment in Spectrix Corporation. From December 1, 1988
(commencement of operations) to March 31, 1995, the Partnership had invested
$9.4 million in eight portfolio companies, representing 92% of the original
$10.2 million of net proceeds to the Partnership.
At March 31, 1995, the Partnership held $847,000 of cash and short-term
investments: $500,000 in short-term securities with maturities of less than one
year and $347,000 in an interest-bearing cash account. The Partnership earned
$9,000 of interest on such investments for the three months ended March 31,
1995. Interest earned from short-term investments in future periods is subject
to fluctuations in short-term interest rates and changes in amounts available
for investment in such securities.
Funds needed to cover the Partnership's future follow-on investments and
operating expenses will be obtained from existing cash reserves, interest and
other income from portfolio investments and from proceeds received from the sale
of portfolio investments.
Results of Operations
For the three months ended March 31, 1995 and 1994, the Partnership had a net
realized loss from operations of $86,000 and $72,000, respectively. Net realized
gain or loss from operations is comprised of 1) net realized gain or loss from
portfolio investments and 2) net investment income or loss (investment income
less operating expenses).
Investment Income and Expenses - Net investment loss for the three months ended
March 31, 1995 and 1994 was $82,000 and $72,000, respectively. The increase in
net investment loss for the 1995 period as compared to the 1994 period results
from a $6,000 reduction in interest and other investment income earned during
the 1995 period and a $4,000 increase in operating expenses for the 1995 period.
Interest earned from short-term investments for the three months ended March 31,
1995 and 1994 was $9,000 and $14,000, respectively. This decrease can be
attributed to a reduction in the amount available for investment in short-term
securities during the 1995 period. Interest and other income from portfolio
investments was $13,000 and $15,000 for the three months ended March 31, 1995
and 1994, respectively. This decrease was the result of a decrease in the
average amount of funds invested in interest-bearing debt securities of
portfolio companies for the 1995 period compared to the same period in 1994.
The Management Company performs, or arranges for others to perform, the
management and administrative services necessary for the operation of the
Partnership. The Management Company receives a management fee at the annual rate
of 2.5% of the gross capital contributions to the Partnership (net of selling
commissions and organizational expenses paid by the Partnership), reduced by
capital distributed and realized losses, with a minimum annual fee of $200,000.
The management fee for the three months ended March 31, 1995 and 1994 was
$56,000 and $58,000, respectively. To the extent possible, the management fee
and other expenses incurred directly by the Partnership are paid with funds
provided from operations. Funds provided from operations primarily are obtained
from interest received from short-term investments, income earned from portfolio
investments and proceeds received from the sale of portfolio investments.
Realized Gains and Losses from Portfolio Investments - For the three months
ended March 31, 1995, the Partnership had a net realized loss of $3,589
resulting from the sale of 20,000 shares of Cincinnati Bell Inc. common stock in
the public market for net proceeds of $388,787. The Partnership had no realized
gains or losses from portfolio investments for the three months ended March 31,
1994.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the three months ended March 31,
1995, the Partnership had a $94,000 net unrealized gain resulting from an
increase in the public market price of Cincinnati Bell common stock.
Additionally during the three month period, $42,000 was transferred from
unrealized loss to realized loss due to the sale of 20,000 shares of Cincinnati
Bell common stock, as discussed above. The $94,000 net unrealized gain and the
$42,000 transfer from unrealized loss to realized loss, resulted in a $137,000
increase in net unrealized appreciation of investments for the three month
period.
For the three months ended March 31, 1994, the Partnership had a $100,000 net
unrealized loss resulting from a decrease in the public market price of
Cincinnati Bell common stock. As a result, the Partnership's net unrealized
appreciation of investments decreased by $100,000 for the three month period.
Net Assets - Changes in net asset resulting from operations are comprised of 1)
net realized gain or loss from operations and 2) changes in net unrealized
appreciation or depreciation of investments.
At March 31, 1995, the Partnership's net assets were $8.5 million, up $51,000
from $8.4 million at December 31, 1994. The $51,000 increase was comprised of
the $137,000 increase in net unrealized appreciation of investments and the
$86,000 net realized loss from operations for the three month period.
At March 31, 1994, the Partnership net assets were $8.8 million, down $172,000
from $8.9 million at December 31, 1993. The $172,000 decrease was comprised of
the $100,000 decrease in net unrealized appreciation of investments and the
$72,000 net realized loss from operations for the three month period.
Gains and losses from investments are allocated to the Partners' capital
accounts when realized in accordance with the Partnership Agreement (see Note 3
of Notes to Financial Statements). However, for purposes of calculating the net
asset value per unit of limited partnership interest ("Unit"), net unrealized
appreciation or depreciation of investments has been included as if it had been
realized and allocated to the Limited Partners in accordance with the
Partnership Agreement. Pursuant to such calculation, the net asset value per
$1,000 Unit at March 31, 1995 and December 31, 1994 was $749 and $744,
respectively.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Partnership is not a party to any material pending legal proceedings.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The 1995 Annual Meeting of Limited Partners is scheduled to be held on June 16,
1995.
Item 5. Other Information.
On February 2, 1995, the Partnership purchased 62,500 shares of Spectrix
Corporation for $250,000.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the quarter
covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant, in the capacities, and on the dates indicated.
WESTFORD TECHNOLOGY VENTURES, L.P.
By: WTVI Co., L.P.
its managing general partner
By: Hamilton Capital Management Inc.
its general partner
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<S> <C> <C>
By: /s/ Jeffrey T. Hamilton President, Secretary and Director (Principal
Jeffrey T. Hamilton Executive Officer) of Hamilton Capital
Management Inc. and Individual General
Partner of Westford Technology Ventures, L.P.
By: /s/ Susan J. Trammell Treasurer and Director (Principal Financial
Susan J. Trammell and Accounting Officer) of Hamilton Capital
Management Inc.
</TABLE>
Date: May 11, 1995
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<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM WESTFORD
TECHNOLOGY VENTURES, L.P.'S QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED
MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<INVESTMENTS-AT-COST> 7,538,861
<INVESTMENTS-AT-VALUE> 7,448,880
<RECEIVABLES> 233,724
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 847,029
<TOTAL-ASSETS> 8,529,633
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,544
<TOTAL-LIABILITIES> 46,544
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (89,981)
<NET-ASSETS> 8,483,089
<DIVIDEND-INCOME> 8,335
<INTEREST-INCOME> 14,180
<OTHER-INCOME> 0
<EXPENSES-NET> 104,663
<NET-INVESTMENT-INCOME> (82,148)
<REALIZED-GAINS-CURRENT> (3,589)
<APPREC-INCREASE-CURRENT> 136,653
<NET-CHANGE-FROM-OPS> 50,916
<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> 58,817
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 744
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 749
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
