<PAGE> 1 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 quarterly period ended September 30, 1997
[ ] 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: 038593
RENAISSANCE CAPITAL PARTNERS II, LTD.
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
Texas 75-2407159
_____________________________________________________________________________
(State or other jurisdiction (I.R.S. Employer I.D. No.)
of incorporation or organization)
8080 North Central Expressway, Dallas, Texas 75206-1857
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
214/891-8294
_____________________________________________________________________________
(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
<PAGE>
<PAGE> 2 PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF ASSETS, LIABILITIES,
AND PARTNERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
December 31, September 30,
1996 1997
<S> <C> <C>
Cash and cash equivalents $ 2,673,170 $ 2,450,728
Investments at market value,
cost of
$23,363,737 and $22,124,185 24,042,843 18,242,391
Interest receivable 114,157 149,006
Other assets 103,252 622
$26,933,422 $20,842,747
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable - related parties $ 203,362 $ 155,918
Accounts payable 57,217 -
Total liabilities 260,579 155,918
Partners' equity (deficit):
General partner (56,010) (105,076)
Limited partners (43,304.01 units) 26,728,853 20,791,905
Total partners' equity 26,672,843 20,686,829
$26,933,422 $20,842,747
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 3
RENAISSANCE CAPITAL PARTNERS, II, LTD.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Income:
Interest $581,195 $ 106,168 $ 945,930 $ 659,669
Dividends 4,447 9,529 13,144 38,439
Other income 6,000 - 21,607 -
Total income 591,642 115,697 980,681 698,108
Expenses:
General and administrative 87,643 75,365 285,887 187,838
Management fees 144,130 103,954 422,877 335,050
231,773 179,319 708,764 522,888
Investment income (loss) net 359,869 (63,622) 271,917 175,220
Net realized and unrealized gain (loss)
on investments (630,968) (989,686) (1,262,934) (5,081,858)
Net increase (decrease) in assets from
operations $(271,099) $(1,053,308) $ (991,017) $(4,906,638)
Income (loss) per limited partnership
unit $ (6.18) $ (24.08) $ (22.59) $ (112.17)
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 4
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF PARTNERS' EQUITY (DEFICIT)
Nine Months Ended September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partner Partners Total
<C> <C> <C>
Balance at December 31, 1996 $ (56,010) $26,728,853 $26,672,843
Net loss (49,066) (4,857,572) (4,906,638)
Distributions to limited partners - (1,000,000) (1,000,000)
Limited partner withdrawal - (79,376) (79,376)
Balance at September 30, 1997 $(105,076) $20,791,905 $20,686,829
========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 5
RENAISSANCE CAPITAL PARTNERS II, LTD.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
1996 1997 1996 1997
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (271,099) $(1,053,308) $ (991,017) $(4,906,638)
Adjustments to reconcile net income to net
cash flows provided by operating activities:
Net realized and unrealized
(gain) loss on investments 630,968 989,686 1,262,934 5,081,858
(Increase) decrease in accounts receivable (1,328,295) (49,053) (1,291,872) (34,849)
(Increase) decrease in other assets - 84,028 - 102,630
(Decrease) increase in accounts payable 31,025 (5,119) (19,966) (104,661)
Total adjustments (666,302) 1,019,542 (48,904) 5,044,978
Net cash from operating activities (937,401) (33,766) (1,039,921) 138,340
Cash flows from investing activities:
Principal payments of notes receivable - - - 1,000
Proceeds from sale of investments 1,778,994 740,553 2,430,535 3,766,017
Purchase of investments (705,460) (1,625,936) (990,393) (3,048,423)
Net cash from investing activities 1,073,534 (885,383) 1,440,142 718,594
Cash flows from financing activities:
Limited partner withdrawal - - - (79,376)
Cash distributions to limited partners - - - (1,000,000)
Net cash from financing activities - - - (1,079,376)
Net increase (decrease) in cash 136,133 (919,149) 400,221 (222,442)
Cash and cash equivalents at the beginning
of the period 732,004 3,369,877 467,916 2,673,170
Cash and cash equivalents at the end
of the period $ 868,137 $2,450,728 $ 868,137 $2,450,728
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE> 6 RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
September 30, 1997
(Unaudited)
1. Organization and Business Purpose
Renaissance Capital Partners II, Ltd. (the "Partnership"), a Texas limited
partnership, was formed on January 14, 1991. The Partnership Agreement
required minimum aggregate capital contributions by limited partners of not
less than $2,500,000 and allowed for maximum limited partnership
contributions of $50,000,000. The final closing occurred on March 31, 1993
with total subscriptions for limited partnership interests of $42,873,900.
The Partnership seeks to achieve current income and capital appreciation
principally by making direct investments primarily in private placement
convertible debt securities of small to medium size public companies.
The Partnership elected to be treated as a business development company
under the Investment Company Act of 1940, as amended. The Partnership will
terminate upon liquidation of all of its investments, but no later than
eight years from the final closing of the sale of units, subject to the
right of the Independent General Partners to extend the term for up to two
additional one-year periods if they determine that such extension is in the
best interest of the Partnership.
2. Summary of Significant Accounting Policies
A. Cash and Cash Equivalents - for purposes of the statement of cash
flows, cash and cash equivalents include cash in checking and
savings accounts and all instruments on hand with original
maturities of three months or less. The Partnership paid no
interest for the period ended September 30, 1997.
B. Federal Income Taxes - no provision has been made for federal income
taxes as any liability for such taxes is that of the partners rather
than the Partnership.
C. Income Per Limited Partnership Unit - income per limited partnership
unit is based on the weighted average of the limited partnership
units outstanding during the period and net income allocated to the
limited partners.
D. Organization expenses - all organizational expenses were paid by the
Managing General Partner and the Partnership will not include those
amounts on its financial statements - see Note 4.
<PAGE>
<PAGE> 7 RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements (Continued)
September 30, 1997
E. Management estimates - the financial statements have been prepared
in conformity with generally accepted accounting principles. The
preparation of the accompanying financial statements requires
estimates and assumptions made by management of the Partnership that
affect the reported amounts of assets and liabilities as of the date
of the statements of assets, liabilities and partners' equity and
income and expenses for the period. Actual results could differ
significantly from those estimates.
F. Interest income - interest income is accrued on all debt securities
owned by the partnership on a quarterly basis. When it is
determined that the interest accrued will not be collected, the
income for that quarter is reduced to reflect the net interest
earned during the period. Interest accrued for the current quarter
was $107,870 and the amount determined to be uncollectible and
charged against the income was $1,702.
3. Basis of Presentation
The accompanying financial statements have been prepared without audit, in
accordance with the rules and regulations of the Securities and Exchange
Commission and do not include all disclosures normally required by
generally accepted accounting principles or those normally made in annual
reports on Form 10-K. All material adjustments, consisting only of those
of a normal recurring nature, which, in the opinion of management, were
necessary for a fair presentation of the results for the interim periods
have been made.
4. Management Agreement and Fees
The Partnership has one general partner, Renaissance Capital Group, Inc., a
Texas Corporation (the "Managing General Partner"), and two independent,
individual general partners (the "Independent General Partners"). The
Independent General Partners receive a quarterly fee as defined in the
Partnership Agreement and reimbursement for certain out-of-pocket expenses
relating to performance of duties as Independent General Partners.
The Partnership has entered into a management agreement with the Managing
General Partner. Pursuant to such agreement, the Managing General Partner
performs certain services, including certain management and administrative
services necessary for the operation of the Partnership. The Managing
General Partner is entitled to receive a management fee equal to 2.0% of
the Partnership's net assets (.5% quarterly), payable in arrears. On April
21, 1994, at the Annual Meeting of Limited Partners, a proposal to amend
the Advisory Agreement was ratified by the Limited Partners.
<PAGE>
<PAGE> 8 RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements (Continued)
September 30, 1997
(Unaudited)
4. Management Agreement and Fees (continued)
The agreement now dictates that to the extent any portion of such fee is
based on an increase in net assets value attributable to non-realized
appreciation of securities or other assets that exceed capital
contributions, such portion of the fee shall be deferred and not earned or
payable until such time as appreciation or any portion thereof is in fact
realized and then such deferred fees shall be earned and paid in proportion
to the gains in fact realized. Fees paid to the Managing General Partner
during the three months ended September 30, 1997, were $103,954.
In addition, the Managing General Partner is entitled to an incentive fee
equal to 20% of the amount of distributions in excess of distributions
representing returns of capital, subject to payment of the "Priority
Return" of the limited partners as defined. The Managing General Partner
will also receive compensation for providing certain administrative
services to the Partnership on terms determined by the Independent General
Partners to be no less favorable to the Partnership than those obtainable
from competent unaffiliated parties.
5. Related Party Transactions
Pursuant to the Partnership Agreement, an initial partnership contribution
of $10,000 was made by the Initial Limited Partner. Upon admission of
additional limited partners at the closings, the Initial Limited Partner
withdrew from the Partnership.
Pursuant to the Management Agreement as described in Note 4 above, the
Partnership owed the Managing General Partner $139,491 at September 30,
1997, which includes the third quarter management fee.
At September 30, 1997, the Partnership owed the two Independent General
Partners $8,214 each for the third quarter Independent General Partner fee
as defined in the Partnership Agreement.
6. Federal Income Taxes
No provision has been made for Federal income taxes as the liability for
such taxes is that of the partners rather than the Partnership.
7. Litigation
The Partnership is involved in a lawsuit involving a portfolio investment
which was fully charged off in prior periods. The Partnership has denied
any and all liability relating to this suit and intends to vigorously
defend this action. See Part II - Other Information, Item 1 - Legal
Proceedings for further information concerning this lawsuit.
<PAGE>
<PAGE> 9
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements (Continued)
September 30, 1997
(Unaudited)
8. Partnership Agreement
Pursuant to the terms of the partnership agreement, all items of income,
gain, loss and deduction of the Partnership, other than any Capital
Transaction, as defined, will be allocated 1% to Renaissance and 99% to the
Limited Partners. All items of gain of the Partnership resulting from a
Capital Transactions shall be allocated such that the Limited Partners
receive a cumulative simple annual return of 10% on their capital
contributions and any remaining gains shall be allocated 20% to Renaissance
and 80% to the Limited Partners. All items of loss resulting from Capital
Transactions shall be allocated 1% to Renaissance and 99% to the Limited
Partners.
9. Investments
Investments of the Partnership are carried in the statements of assets,
liabilities and partners' equity at quoted market or fair value, as
determined in good faith by the Managing General Partner and approved by
the Independent General Partners.
For securities that are publicly traded and for which quotations are
available, the Partnership will value the investments based on the closing
sale as of the last day of the fiscal quarter, or in the event of an
interim valuation, as of the date of the valuation. If no sale is reported
on such date, the securities will be valued at the average of the closing
bid and asked prices.
Generally debt securities will generally be valued at their face value.
However, if the debt is impaired, an appropriate valuation reserve will be
established or the investment discounted to estimated realizable value.
Conversely, if the underlying stock has appreciated in value and the
conversion feature justifies a premium value, such premium will of
necessity be recognized.
The Managing General Partner, subject to the approval and supervision of
the Independent General Partners, will be responsible for determining fair
value.
During the quarter ended September 30, 1997, the Partnership realized a
gain of $540,517 on the sale of 61,350 shares of Industrial Holdings, Inc.
These sales liquidated the Partnership s position in Industrial Holdings,
Inc.
The Partnership advanced Biodynamics International, Inc., an additional
$1,000,000 during the current quarter. This was combined with $25,901 of
accrued interest receivable under the terms of a promissory note.
<PAGE>
<PAGE> 10
RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements (Continued)
September 30, 1997
The Partnership also advanced $300,000 to Consolidated Health Care
Associates, Inc., under terms of a promissory note and purchased $300,000
of preferred stock in Total Choice, Inc., during the current quarter.
<PAGE>
<PAGE> 11 RENAISSANCE CAPITAL PARTNERS II, LTD.
Notes to Financial Statements
September 30, 1997
(Unaudited)
9. Investments (continued)
INVESTMENT VALUATION SUMMARY
<TABLE>
<CAPTION> CONVERSION FAIR
COST OR FACE VALUE VALUE
<S> <C> <C> <C>
Biodynamics International, Inc.
Preferred stock $4,164,826 $4,164,826 $4,164,826
Promissory Notes 2,409,992 2,409,992 2,409,992
Coded Communications Corporation
Preferred Stock 4,654,588 4,654,588 4,654,588
Common Stock 517,025 294,230 226,576
Promissory Note 311,060 360,830 339,180
Consolidated Health Care Associates, Inc.
Preferred Stock 1,695,984 896,485 842,696
Common Stock 2,500,000 1,128,531 1,010,819
Promissory Notes 564,000 564,000 564,000
Scientific Software-Intercomp, Inc.
7% Convertible Debenture,
Conversion Price $3.33, maturity 10/1/99 1,500,000 1,500,000 1,500,000
Common Stock 305,610 297,914 297,914
Starcomm Communications
Common Stock 30,000 30,000 30,000
Total Choice, Inc.
Preferred Stock 300,000 300,000 300,000
Common Stock 700,000 700,000 700,000
Tricom Corporation
Preferred Stock 2,153,600 2,153,600 1,201,800
Common Stock 250,000 250,000 -0-
Protech, Inc.
Promissory Notes 67,500 67,500 -0-
$22,124,185$19,772,496$18,242,391
</TABLE>
The fair value of debt securities convertible into common stock is the sum of
(a) the value of such securities without regard to the conversion feature,
and (b) the value, if any, of the conversion feature. The fair value of debt
securities without regard to conversion features is determined on the basis
of the terms of the debt security, the interest yield and the financial
condition of the issuer. The fair value of the conversion features of a
security, if any, are based on fair values as of this date less an allowance,
as appropriate, for costs of registration, if any, and selling expenses.
Publicly traded securities, or securities that are convertible into publicly
<PAGE>
<PAGE> 12
traded securities, are valued at the last sale price, or at the average
closing bid and asked price, as of the valuation date. While these
valuations are believed to represent fair value, these values do not
necessarily reflect amounts which may be ultimately realized upon disposition
of such securities.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(1) Material Changes in Financial Condition
Discuss material changes from end of preceding fiscal year to date of
most recent interim balance sheet provided. If necessary for an
understanding discuss seasonal fluctuations.
The Partnership s statements reflect a decrease in assets from
operations of $4,906,638 and a corresponding decrease in Total Partners
Equity. This decrease reflects a lower overall valuation for those
investments held in the portfolio and the loss recognized in the second
quarter on the Partnership s investment in Amerishop Corp. These losses were
partially mitigated by gains recognized on the liquidation of the
Partnership s investment in Industrial Holdings, Inc.
The following portfolio transactions are noted for the quarter:
Biodynamics International, Inc. On September 15, 1997 the Company
issued to the Partnership a 12% Promissory Note in the amount of
$2,035,928.32 due on or before December 31, 1997. This note modified and
renewed the note of June 30, 1997 in the principal amount of $1,010,027.40
which, together with accrued interest thereon in the amount of $25,900.92 and
a cash follow on investment by the Partnership made on September 15, 1997 of
$1,000,000, represent the principal amount of the September 30, 1997 note.
The Note is secured by substantially all of the Company s assets.
In addition, the Company, its series C Preferred Shareholders, and
its Mezzanine Debt Holders, subject to shareholder approval, entered into a
memorandum agreement to restructure the capitalization of the Company. This
agreement provides for the conversion of all Mezzanine Debt and all Series
C Preferred stock into Common stock of the Company. It also provides for
the conversion of the September 30, 1997 Note held by the Partnership into a
five year Convertible Debenture, convertible into sufficient Common shares
which, when added to the common shares to be issued to the Partnership for
its Series C Preferred stock, constitute 51% of the then issued and
outstanding Common stock of the Company. The Partnership is to also receive
sufficient Warrants, issued in connection with the Series C Preferred stock
conversion, so as to maintain its aggregate 51% ownership percentage.
<PAGE>
<PAGE> 13
Consolidated Health Care Associates, Inc. During the quarter ended
September 30, 1997, the Partnership advanced $300,000 to the Company under an
8% secured note. On October 8, 1997, the Partnership advanced an additional
$100,000 to the Company and consolidated the $264,000 Note and the $300,000
Note into a new Note in the principal amount of $678,217.69 which included
accrued interest thereon of $14,217.69.
The Company entered into preliminary agreements to sell substantially
all of the Company s assets. In order to meet its working capital
requirements and enable the Company to finalize these transactions, two
follow-on loans each in the amount of $75,000 were made on October 16, 1997
and October 28, 1997.
Industrial Holdings, Inc. On July 15, 1997, the Partnership converted
its remaining Debentures into 61,350 shares of Common stock of the Company.
The Common stock was sold during the quarter ended September 30, 1997, for
$740,517 resulting in a gain of $540,517. The sales in the current quarter,
when added to the first six months, result in total proceeds of $3,719,060
and a combined gain of $2,583,407 to the Partnership. The Partnership has
liquidated its position in this investment.
Total Choice, Inc. In July, 1997, the Partnership made a follow on
investment in Preferred stock of the Company in the amount of $300,000.
Tricom, Inc. The Partnership has provided a valuation reserve of
$1,201,800, or 50% on this investment.
(2) Material Changes in Operations
Discuss material changes with respect to the most recent
year-to-date period and corresponding period for prior year. If most recent
quarter included also cover changes for quarterly period.
The Partnership currently is not actively considering additional
Portfolio Investments. Therefore, no significant further amount of income
from closing fees and commitment fees is anticipated.
In the quarter ended September 30, 1997, the Partnership recorded a loss
of $1,053,308. This loss is primarily attributable to the decrease in the
overall valuation of the Partnership s investments held in the portfolio, net
of the realized gain on the conversion and liquidation of the investment in
Industrial Holdings, Inc.
During the past nine months, interest income has declined substantially
as the result of not accruing certain past due payments from portfolio
companies because the likelihood of receiving such payments appears to be in
question. In addition, income has declined as a result of payment defaults
and as the Partnership has converted debentures into common and preferred
stock that traditionally have lower current yields as compared to debentures.
<PAGE>
<PAGE> 14
Portfolio investments still held as debentures require interest payments
generally on either a monthly or quarterly basis. As of September 30, 1997,
all companies are current on interest payments with the following exception:
Biodynamics International, Inc. is in arrears eight quarters in interest
payments to the Partnership in the aggregate amount of $93,871.07.
PART II - OTHER INFORMATON
ITEM 1. LEGAL PROCEEDINGS
The Partnership filed suit for collection of a $100,000 Note from U.S.
Fax, Inc., Actionfax International, Inc. and Facsimile Science Corporation
("U.S. Fax Defendants"). The Partnership had an investment in U.S. Fax, Inc.
which was previously charged off. The U.S. Fax Defendants filed a counter
claim against the Partnership for unspecified actual and punitive damages
from certain business claims including breach of contract, fraud, negligent
misrepresentation, conversion and a request for declaratory relief. The
Partnership has denied any and all liability relating to this suit and
intends to vigorously defend this action.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RENAISSANCE CAPITAL PARTNERS II, LTD.
November 11, 1997
___________/s/______________________
Renaissance Capital Group, Inc., Managing General Partner
Russell Cleveland, President
November 11, 1997
___________/s/____________________________________
Renaissance Capital Group, Inc., Managing General Partner
Barbe Butschek, Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 22,124,185
<INVESTMENTS-AT-VALUE> 18,242,391
<RECEIVABLES> 149,006
<ASSETS-OTHER> 622
<OTHER-ITEMS-ASSETS> 2,450,728
<TOTAL-ASSETS> 20,842,747
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 155,918
<TOTAL-LIABILITIES> 155,918
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,983,804
<SHARES-COMMON-STOCK> 43,304
<SHARES-COMMON-PRIOR> 43,434
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 2,549,937
<ACCUMULATED-NET-GAINS> (11,865,245)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,881,793)
<NET-ASSETS> 20,686,829
<DIVIDEND-INCOME> 38,439
<INTEREST-INCOME> 659,669
<OTHER-INCOME> 0
<EXPENSES-NET> 522,888
<NET-INVESTMENT-INCOME> 175,220
<REALIZED-GAINS-CURRENT> (520,959)
<APPREC-INCREASE-CURRENT> (4,560,899)
<NET-CHANGE-FROM-OPS> (4,906,638)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 312,202
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 687,798
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 130
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (5,986,014)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (11,344,286)
<OVERDISTRIB-NII-PRIOR> 1,725,157
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 335,050
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 522,888
<AVERAGE-NET-ASSETS> 23,679,836
<PER-SHARE-NAV-BEGIN> 615.39
<PER-SHARE-NII> 4.01
<PER-SHARE-GAIN-APPREC> (116.18)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 23.08
<PER-SHARE-NAV-END> 480.14
<EXPENSE-RATIO> .022
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
