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 to
Commission file number 0-16208
WESTFORD TECHNOLOGY VENTURES, L.P.
===============================================================================
(Exact name of registrant as specified in its charter)
Delaware 13-3423417
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
17 Academy Street, 5th Floor
Newark, New Jersey 07102-2905
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(Address of principal executive offices) (Zip Code)
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
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of March 31, 1997 (Unaudited) and December 31, 1996
Schedule of Portfolio Investments as of March 31, 1997 (Unaudited)
Statements of Operations for the Three Months Ended March 31, 1997 and 1996
(Unaudited)
Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996
(Unaudited)
Statement of Changes in Partners' Capital for the Three Months Ended March 31,
1997 (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
<TABLE>
March 31, 1997 December 31,
(UNAUDITED) 1996
ASSETS
Portfolio investments at fair value (cost $10,228,421 at
<S> <C> <C> <C> <C> <C> <C> <C>
March 31, 1997 and $9,928,421 at December 31, 1996) $ 7,821,473 $ 7,948,265
Short-term investments at amortized cost 397,347 -
Cash and cash equivalents 112,064 900,186
Deposit in escrow 32,985 32,985
Receivable from securities sold (net of unamortized discount of
$80,883 at March 31, 1997 and $85,029 at December 31, 1996) 151,417 160,642
Accrued interest receivable 57,560 34,854
--------------- ----------------
TOTAL ASSETS $ 8,572,846 $ 9,076,932
=============== ================
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable $ 40,631 $ 53,337
Due to Independent General Partners 10,500 10,500
--------------- ----------------
Total liabilities 51,131 63,837
----------------------------------------
Partners' Capital:
Managing General Partner 563,816 559,134
Individual General Partners 3,651 3,674
Limited Partners (11,217 Units) 10,363,931 10,430,443
Unallocated net unrealized depreciation of investments (2,406,948) (1,980,156)
--------------- ------------------------
Total partners' capital 8,521,715 9,013,095
----------------------------------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 8,572,846 $ 9,076,932
=============== ================
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED)
March 31, 1997
<TABLE>
Initial Investment
Company / Position Date Cost Fair Value
EIS International, Inc.(A)
<C> <C> <C> <C>
189,585 shares of Common Stock Mar. 1990 $ 2,505,841 $ 1,019,019
16,682 shares of Common Stock, held in escrow 220,494 71,733
Warrants to purchase 29,015 shares of Common Stock
at $1.41 per share, expiring between 12/31/98 and 3/23/00 438,469 115,140
- -------------------------------------------------------------------------------------------------------------------------------
Inn-Room Systems, Inc. *
1,342,491 shares of Common Stock Oct. 1989 1,243,686 671,246
Demand Promissory Note at 1% plus prime due 12/31/97 105,000 105,000
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
- -------------------------------------------------------------------------------------------------------------------------------
Spectrix Corporation*(B)
742,304 shares of Preferred Stock June 1989 3,511,351 2,041,340
274,862 shares of Common Stock 142,681 755,871
Demand Promissory Notes at 8% 1,197,500 1,197,500
Warrants to purchase 424,394 shares of Common Stock
at $.50 per share, expiring between 12/31/97 and 4/30/03 0 954,887
Warrants to purchase 50,000 shares of Common Stock at
$4.00 per share, expiring 04/30/03 0 0
- -------------------------------------------------------------------------------------------------------------------------------
Thunderbird Technologies, Inc.
788,796 shares of Preferred Stock Oct. 1992 788,796 788,796
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS $10,228,421 $ 7,821,473
=========== =================
</TABLE>
(A) public company
(B) During the quarter, the Partnership completed follow-on investments in
Spectrix Corporation totaling $300,000, acquiring a series of promissory
demand notes. Additionally, in March 1997, the expiration date of the
Partnership's warrants to purchase 50,000 shares of Spectrix common stock
was extended to 4/30/03.
* 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,
<TABLE>
1997 1996
-------------- --------
INVESTMENT INCOME AND EXPENSES
Income:
<S> <C> <C>
Interest from short-term investments $ 7,683 $ 7,383
Interest and other income from portfolio investments 26,735 9,578
-------------- -------------
Totals 34,418 16,961
-------------- -------------
Expenses:
Management fee 55,896 55,961
Professional fees 8,628 2,219
Mailing and printing 3,170 11,760
Independent General Partners' fees 10,500 10,500
Other expenses 20,812 14,706
-------------- -------------
Totals 99,006 95,146
-------------- -------------
NET INVESTMENT LOSS (64,588) (78,185)
Net realized gain from portfolio investments - 2,272,883
-------------- -------------
NET REALIZED (LOSS) GAIN FROM OPERATIONS
(allocable to Partners) (64,588) 2,194,698
Net change in unrealized appreciation or depreciation of investments (426,792) (2,143,348)
-------------- -------------
NET (DECREASE) INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $ (491,380) $ 51,350
============== =============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended March 31,
<TABLE>
1997 1996
------------ -------
CASH FLOWS USED FOR OPERATING ACTIVITIES
<S> <C> <C>
Net investment loss $ (64,588) $ (78,185)
Adjustments to reconcile net investment loss to cash used for operating
activities:
Increase in accrued interest on short-term investments (1,534) (496)
Increase in accrued interest and other receivables (23,401) (4,465)
(Decrease) increase in payables (12,706) 2,066
------------ ------------
Cash used for operating activities (102,229) (81,080)
------------ ------------
CASH FLOWS (USED FOR) PROVIDED FROM
INVESTING ACTIVITIES
Net purchase of short-term investments (395,813) (396,881)
Cost of portfolio investments purchased (300,000) (35,000)
Proceeds from the sale of portfolio investments 9,920 433,369
------------ ------------
Cash (used for) provided from investing activities (685,893) 1,488
------------ ------------
Decrease in cash and cash equivalents (788,122) (79,592)
Cash and cash equivalents at beginning of period 900,186 206,504
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 112,064 $ 126,912
============ ============
</TABLE>
See notes to financial statements.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (UNAUDITED)
For the Three Months Ended March 31, 1997
<TABLE>
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 $ 559,134 $ 3,674 $ 10,430,443 $ (1,980,156) $ 9,013,095
Net investment loss 4,655 (24) (69,219) - (64,588)
Net change in unrealized
depreciation of investments - - - (426,792) (426,792)
------------ -------- --------------- ------------- ----------------
Balance at end of period $ 563,789 $ 3,650 $ 10,361,224(A) $ (2,406,948) $ 8,521,715
============ ======== =============== ============= ================
</TABLE>
(A) The net asset value per $1,000 unit of limited partnership interest,
including an assumed allocation of net unrealized appreciation of
investments, is $752.
See notes to financial statements.
<PAGE>
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 closing public market price for the last trading
day 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.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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.
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - continued
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
$427,000 at March 31, 1997, which was recorded for financial statement purposes,
was not recognized for tax purposes. From inception to March 31, 1997, timing
differences relating to net realized gains totaling $984,700 have been recorded
on the Partnership's financial statements but have not yet been recorded on the
Partnership's tax return. Additionally, syndication costs relating to the
selling of Units totaling $1.2 million were charged to partners' capital on the
financial statements but have not been deducted or charged against partners'
capital for tax purposes.
Cash Equivalents - The Partnership considers all highly liquid debt instruments
(primarily money market funds) 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 is responsible for 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 four
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.
<PAGE>
WESTFORD TECHNOLOGY VENTURES, L.P.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - continued
6. Classification of Portfolio Investments
The Partnership's investments were categorized as follows:
<TABLE>
As of March 31, 1997: Percentage of
Type of Investments Cost Fair Value Net Assets*
- ------------------- --------------- --------------- -----------
<S> <C> <C> <C>
Preferred Stock $ 4,300,147 $ 2,830,136 33.20%
Common Stock 4,625,774 3,688,837 43.27%
Debt Securities 1,302,500 1,302,500 15.28%
---------------- -------------- ------
Total $ 10,228,42 $ 7,821,473 91.75%
================ ============== ======
Country/Geographic Region
Midwestern U.S. $ 6,274,821 $ 5,826,785 68.35%
Eastern U.S. 3,953,600 1,994,688 23.40%
---------------- -------------- ------
Total $ 10,228,421 $ 7,821,473 91.75%
================ ============== ======
Industry
Wireless Communications $ 4,851,532 $ 4,949,598 58.06%
Computer Software 3,164,804 1,205,892 14.15%
Vending Equipment 1,423,289 877,187 10.29%
Semiconductors 788,796 788,796 9.25%
---------------- -------------- -------
Total $ 10,228,421 $ 7,821,473 91.75%
================ ============== ======
</TABLE>
* Percentage of net assets is based on fair value.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
At March 31, 1997, the Partnership held $509,000 in cash and short-term
investments: $397,000 in short-term securities with maturities of less than one
year and $112,000 in an interest-bearing cash account. The Partnership earned
$8,000 of interest on such investments for the three months ended March 31,
1997. 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.
During the three months ended March 31, 1997, the Partnership made a $300,000
follow-on investment in Spectrix Corporation. The Partnership has fully invested
its original net proceeds of $10.2 million and will not make investments in any
new portfolio companies. However, the Partnership will make additional follow-on
investments in existing portfolio companies when required.
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 from the sale of
portfolio investments.
Results of Operations
For the three months ended March 31, 1997 and 1996, the Partnership had a net
realized loss from operations of $64,600 and a net realized gain from operations
of $2.2 million, 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).
Realized Gains and Losses from Portfolio Investments - For the three months
ended March 31, 1997, the Partnership had no net realized gains from its
portfolio investments.
For the three months ended March 31, 1996, the Partnership had a $2.3 million
net realized gain from the sale of its investment in Cybernetics Systems
International, Inc., which was completed in connection with the acquisition of
Cybernetics by EIS International, Inc. in March 1996.
Investment Income and Expenses - Net investment loss for the three months ended
March 31, 1997 and 1996 was $65,000 and $78,000, respectively. The decrease in
net investment loss for the 1997 period as compared to the same period in 1996,
resulted primarily from a $17,000 increase in income from portfolio investments
partially offset by a $4,000 increase in operating expenses. The increase in
income from portfolio investments relates to the additional promissory notes of
Spectrix Corporation held by the Partnership during the 1997 period compared to
the same period in 1996.
The Management Company is responsible for 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, 1997 and 1996 was $56,000 for both periods. 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.
Unrealized Gains and Losses and Changes in Unrealized Appreciation or
Depreciation of Portfolio Investments - For the three months ended March 31,
1997, the Partnership had a $427,000 decrease in net unrealized appreciation of
investments, resulting from the net downward revaluation of its investment in
EIS International, Inc., primarily due to the decline in the public market price
of the company's common stock at the end of the quarter.
For the three months ended March 31, 1996, the Partnership had a $130,000 net
unrealized gain primarily resulting from an increase in the public market price
of its Cincinnati Bell common stock. Additionally during the three month period,
$2.2 million was transferred from unrealized gain to realized gain due to the
sale of Cybernetics, as discussed above. The $2.2 million transfer to realized
gain, partially offset by the $130,000 additional net unrealized gain, resulted
in a $2.1 million decrease in net unrealized appreciation of investments for the
three month period.
Net Assets - Changes in net assets 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, 1997, the Partnership's net assets were $8.5 million, down $492,000
from $9.0 million at December 31, 1996. The $492,000 decrease was comprised of
the $427,000 decrease to net unrealized appreciation of investments and the
$65,000 net realized loss from operations for the three month period.
At March 31, 1996, the Partnership's net assets were $10.83 million, up $51,000
from $10.78 million at December 31, 1995. The $51,000 increase was comprised of
the $2.2 million net realized gain from operations offset by the $2.1 million
decrease to net unrealized appreciation of investments 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, 1997 and December 31, 1996 was $752 and $790,
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 1997 Annual Meeting of Limited Partners is scheduled to be held on June 27,
1997.
Item 5. Other Information.
During the quarter, the Partnership completed follow-on investments in Spectrix
Corporation totaling $300,000, acquiring a series of promissory demand notes.
Additionally, in March 1997, the expiration date of the Partnership's warrants
to purchase 50,000 shares of Spectrix common stock was extended to 4/30/03.
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.
<PAGE>
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
<TABLE>
<S> <C> <C> <C> <C> <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 14, 1997
<TABLE> <S> <C>
<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, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-1-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 10,228,421
<INVESTMENTS-AT-VALUE> 7,821,473
<RECEIVABLES> 208,977
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 542,396
<TOTAL-ASSETS> 8,572,846
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 51,131
<TOTAL-LIABILITIES> 51,131
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 11,217
<SHARES-COMMON-PRIOR> 11,217
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (2,406,948)
<NET-ASSETS> 8,521,715
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 34,418
<OTHER-INCOME> 0
<EXPENSES-NET> 99,006
<NET-INVESTMENT-INCOME> (64,588)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (426,792)
<NET-CHANGE-FROM-OPS> (491,380)
<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> (504,086)
<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> 8,767,405
<PER-SHARE-NAV-BEGIN> 790
<PER-SHARE-NII> (6)
<PER-SHARE-GAIN-APPREC> (32)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 752
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
