As filed with the Securities and Exchange Commission on March 31, 1998
File No. 811-8876
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [ X ]
AMENDMENT NO. 5 [ X ]
SENIOR DEBT PORTFOLIO
---------------------
(Exact Name of Registrant as Specified in Charter)
The Bank of Nova Scotia Building
P.O. Box 501, George Town, Grand Cayman
Cayman Islands, British West Indies
-----------------------------------
(Address of Principal Executive Offices)
(809) 949-2001
--------------
Registrant's Telephone Number, including Area Code
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
-----------------------------------------------
(Name and Address of Agent for Service)
<PAGE>
Throughout this Registration Statement, information concerning Senior Debt
Portfolio (the "Portfolio") is incorporated by reference from the Registration
Statement Amendment on Form N-2 of Eaton Vance Prime Rate Reserves (File No.
33-25731 under the Securities Act of 1933 (the "1933 Act")) (the "Amendment"),
which was filed electronically with the Securities and Exchange Commission on
March 27, 1998 (Accession No. 0000950156-98-000288). The Amendment contains the
prospectus and statement of additional information ("SAI") of Eaton Vance Prime
Rate Reserves (the "Feeder Fund"), which invests substantially all of its assets
in the Portfolio.
PART A
Responses to Items 1, 2, 3.2, and 4 through 7 of Part A have been omitted
pursuant to Paragraph 3 of Instruction G of the General Instructions to Form
N-2.
ITEM 3. FEE TABLE AND SYNOPSIS
Not Applicable.
ITEM 8. GENERAL DESCRIPTION OF THE REGISTRANT
(1) The Portfolio is a closed-end, non-diversified management investment
company which was organized as a trust under the laws of the State of New York
on May 1, 1992. Interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may be
made only by U.S. and foreign investment companies, common or commingled trust
funds, organizations or trusts described in Sections 401(a) or 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or similar organizations
or entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement, as amended, does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
(2) - (4) Registrant incorporates by reference information concerning the
Portfolio's investment objective and investment practices from "The Fund's
Investment Objective" and "Investment Policies and Risks" in the Feeder Fund
prospectus.
(5) Investments in the Portfolio may not be transferred. However, the
Portfolio will, pursuant to Rule 23c-3 under the Investment Company Act of 1940
(the "1940 Act") and an exemptive order obtained from the Commission (File No.
812-10056), make offers to repurchase at net asset value a portion of its
interests. See "Fund Repurchase Officers" in the Feeder Fund prospectus and
"Investment Restrictions" in the Feeder Fund SAI. Subject to the Portfolio's
investment restriction with respect to borrowings, the Portfolio may borrow
money or issue debt obligations to finance its repurchase obligations. See
"Investment Restrictions" in the Feeder Fund SAI.
(6) Not applicable.
A-1
<PAGE>
ITEM 9. MANAGEMENT
(1)(a) - (c) Registrant incorporates by reference information concerning
the Portfolio's management from "Organization of the Fund and the Portfolio" and
"Management of the Fund and the Portfolio" in the Feeder Fund prospectus.
(1)(d) ADMINISTRATOR. IBT Trust Company (Cayman), Ltd., The Bank of Nova
Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands,
British West Indies, maintains the Portfolio's principal office and certain of
its records and provides administrative assistance in connection with meetings
of the Portfolio's Trustees and interestholders, for which services the
Portfolio pays $1,500 per annum.
(1)(e) TRANSFER AGENT. IBT Fund Services (Canada) Inc., 1 First Canadian
Place, King Street West, Suite 2800, P.O. Box 231, Toronto, Ontario, Canada M5X
IC8, a subsidiary of Investors Bank & Trust, serves as transfer agent and
dividend-paying agent of the Portfolio and computes the daily net asset value of
interests in the Portfolio.
CUSTODIAN. Investors Bank & Trust Company, 200 Clarendon Street, Boston,
Massachusetts 02116, acts as custodian for the Portfolio.
(1)(f) The Portfolio is responsible for all of its expenses not expressly
stated to be payable by the other party under the Advisory Agreement,
Administration Agreement or Placement Agent Agreement.
(1)(g) Not applicable.
(2) Not applicable.
(3) CONTROL PERSONS. As of March 17, 1998, EV Classic Senior Floating-Rate
Fund ("Classic Fund") and the Feeder Fund controlled the Portfolio by virtue of
owning approximately 50.7% and 45.4%, respectively, of the outstanding voting
interests in the Portfolio. The Classic Fund and Feeder Fund are each
closed-end, management investment companies.
ITEM 10. CAPITAL STOCK, LONG-TERM DEBT, AND OTHER SECURITIES
(1)(a) - (f) Registrant incorporates by reference information concerning
interests in the Portfolio from "Organization of the Fund and the Portfolio" in
the Feeder Fund prospectus and "Other Information" in the Feeder Fund SAI. An
interest in the Portfolio has no preemptive or conversion rights and is fully
paid and nonassessable by the Portfolio, except as described under "Organization
of the Fund and the Portfolio" in the Feeder Fund prospectus.
The Portfolio's net asset value is determined each day on which the New
York Stock Exchange (the "Exchange") is open for trading ("Portfolio Business
Day"). This determination is made each Portfolio Business Day as of the close of
regular trading on the Exchange (currently 4:00 p.m., New York time) (the
"Portfolio Valuation Time").
A-2
<PAGE>
Each investor in the Portfolio may add to its investment in the Portfolio
on each Portfolio Business Day as of the Portfolio Valuation Time. Each investor
may reduce its investment in the Portfolio on a quarterly basis through a
Portfolio repurchase offer. The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the Portfolio
by the percentage, determined on the prior Portfolio Business Day, which
represented that investor's share of the aggregate interests in the Portfolio on
such prior day. Any additions or withdrawals for the current Portfolio Business
Day will then be recorded. Each investor's percentage of the aggregate interests
in the Portfolio will then be recomputed as a percentage equal to a fraction (i)
the numerator of which is the value of such investor's investment in the
Portfolio as of the Portfolio Valuation Time on the prior Portfolio Business Day
plus or minus, as the case may be, the amount of any additions to or withdrawals
from the investor's investment in the Portfolio on the current Portfolio
Business Day and (ii) the denominator of which is the aggregate net asset value
of the Portfolio as of the Portfolio Valuation Time on the prior Portfolio
Business Day plus or minus, as the case may be, the amount of the net additions
to or withdrawals from the aggregate investment in the Portfolio on the current
Portfolio Business Day by all investors in the Portfolio. The percentage so
determined will then be applied to determine the value of the investor's
interest in the Portfolio for the current Portfolio Business Day.
(2) and (3) Not applicable.
(4) The Portfolio will allocate at least annually among its investors its
net investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit. The Portfolio's net investment income
consists of all income accrued on the Portfolio's assets, less all actual and
accrued expenses of the Portfolio, determined in accordance with generally
accepted accounting principles.
Under the anticipated method of operation of the Portfolio, the Portfolio
will not be subject to any federal income tax. See Item 22 in Part B. However,
each investor in the Portfolio will take into account its allocable share of the
Portfolio's ordinary income and capital gain in determining its federal income
tax liability. The determination of each such share will be made in accordance
with the governing instruments of the Portfolio, which are intended to comply
with the requirements of the Code and the regulations promulgated thereunder.
It is intended that the Portfolio's assets and income will be managed in
such a way that an investor in the Portfolio that seeks to qualify as a
regulated investment company ("RIC") under the Code will be able to satisfy the
requirements for such qualification.
(5) See Item 28 of Part C of this Registration Statement.
(6) Not applicable.
ITEM 11. DEFAULTS AND ARREARS ON SENIOR SECURITIES
Not applicable.
A-3
<PAGE>
ITEM 12. LEGAL PROCEEDINGS
Not applicable.
ITEM 13. TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Not applicable.
A-4
<PAGE>
PART B
ITEM 14. COVER PAGE
Not applicable.
ITEM 15. TABLE OF CONTENTS
Page
General Information and History.....................................B-1
Investment Objective and Policies...................................B-1
Management..........................................................B-1
Control Persons and Principal Holders of Securities.................B-2
Investment Advisory and Other Services..............................B-2
Brokerage Allocation and Other Practices............................B-2
Tax Status..........................................................B-2
Financial Statements................................................B-4
ITEM 16. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 17. INVESTMENT OBJECTIVE AND POLICIES
Part A contains additional information about the investment objective and
policies of the Portfolio. This Part B should be read in conjunction with Part
A. Capitalized terms used in this Part B and not otherwise defined have the
meanings given them in Part A.
(1) - (3) Registrant incorporates by reference additional information
concerning the investment policies of the Portfolio as well as information
concerning the investment restrictions of the Portfolio from "Additional
Information about Investment Policies" and "Investment Restrictions" in the
Feeder Fund SAI.
(4) The Portfolio's portfolio turnover rates for the fiscal years ended
December 31, 1996 and 1997 were 75% and 81%, respectively.
ITEM 18. MANAGEMENT
Registrant incorporates by reference additional information concerning the
management of the Portfolio from "Trustees and Officers" in the Feeder Fund SAI.
B-1
<PAGE>
ITEM 19. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(1) and (2) See Item 9 (3) above. The Classic Fund's and Feeder Fund's
principal business address is 24 Federal Street, Boston, Massachusetts 02110.
Because the Classic Fund controls the Portfolio, it may take actions without the
approval of any other investor. The Classic Fund and the Feeder Fund have
informed the Portfolio that whenever they are requested to vote on matters
pertaining to the fundamental policies of the Portfolio, they will hold a
meeting of shareholders and will cast their votes as instructed by their
shareholders. It is anticipated that any other investor in the Portfolio which
is an investment company registered under the 1940 Act would follow the same or
a similar practice. The Classic Fund and the Feeder Fund are each closed-end
management investment companies organized as business trusts under the laws of
the Commonwealth of Massachusetts.
(3) As of March 17, 1998, the Trustees and officers of the Portfolio, as a
group, did not own any interests in the Portfolio.
ITEM 20. INVESTMENT ADVISORY AND OTHER SERVICES
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolio from "Investment Advisory
and Other Services", "Custodian" and "Auditors " in the Feeder Fund SAI.
ITEM 21. BROKERAGE ALLOCATION AND OTHER PRACTICES
Registrant incorporates by reference information concerning the brokerage
practices of the Portfolio from "Portfolio Trading" in the Feeder Fund SAI.
ITEM 22. TAX STATUS
The Portfolio has received a revenue ruling from the Internal Revenue
Service that, provided the Portfolio is operated at all times during its
existence in accordance with certain organizational and operational documents,
the Portfolio should be classified as a partnership under the Code, and it
should not be a "publicly traded partnership" within the meaning of Section 7704
of the Code. Consequently, the Portfolio does not expect that it will be
required to pay any federal income tax, and a Holder will be required to take
into account in determining its federal income tax liability its share of the
Portfolio's income, gains, losses, deductions and credits.
Under Subchapter K of the Code, a partnership is considered to be either an
aggregate of its members or a separate entity, depending upon the factual and
legal context in which the question arises. Under the aggregate approach, each
partner is treated as an owner of an undivided interest in partnership assets
and operations. Under the entity approach, the partnership is treated as a
separate entity in which partners have no direct interest in partnership assets
and operations. The Portfolio has been advised by tax counsel that, in the case
of a Holder that seeks to qualify as a RIC, the aggregate approach should apply,
and each such Holder should accordingly be deemed to own a proportionate
B-2
<PAGE>
share of each of the assets of the Portfolio and to be entitled to the gross
income of the Portfolio attributable to that share for purposes of all
requirements of Sections 851(b), 852(b)(5), 853(a) and 854 of the Code. Further,
the Portfolio has been advised by tax counsel that each Holder that seeks to
qualify as a RIC should be deemed to hold its proportionate share of the
Portfolio's assets for the period the Portfolio has held the assets or for the
period the Holder has been an investor in the Portfolio, whichever is shorter.
Investors should consult their tax advisers regarding whether the entity or the
aggregate approach applies to their investment in the Portfolio in light of
their particular tax status and any special tax rules applicable to them.
In order to enable a Holder (that is otherwise eligible) to qualify as a
RIC under the Code, the Portfolio intends to satisfy the requirements of
Subchapter M of the Code relating to sources of income and diversification of
assets as if they were applicable to the Portfolio and to permit withdrawals in
a manner that will enable an investor which is a RIC to comply with the
distribution requirements applicable to RICs (including those under Sections 852
and 4982 of the Code). The Portfolio will allocate at least annually to each
Holder such Holder's distributive share of the Portfolio's net investment
income, net realized capital gains, and any other items of income, gain, loss,
deduction or credit in a manner intended to comply with the Code and applicable
Treasury regulations. Tax counsel has advised the Portfolio that the Portfolio's
allocations of taxable income and loss should have "economic effect" under
applicable Treasury regulations.
To the extent cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
of his interest in the Portfolio, the Holder will generally realize a gain for
federal income tax purposes. If, upon a complete withdrawal (repurchase of the
entire interest), a Holder receives only liquid proceeds (and/or unrealized
receivables) and the Holder's adjusted basis of his interest exceeds the liquid
proceeds of such withdrawal, the Holder will generally realize a loss for
federal income tax purposes. In addition, on a distribution to a Holder from the
Portfolio (whether pursuant to a partial or complete withdrawal or otherwise),
(1) income or gain will be recognized if the distribution is in liquidation of
the Holder's entire interest in the Portfolio and includes a disproportionate
share of any unrealized receivables held by the Portfolio and (2) gain or loss
may be recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in the Portfolio
will be the aggregate prices paid therefor (including the adjusted basis of
contributed property and any gain recognized on the contribution thereof),
increased by the amounts of the Holder's distributive share of items of income
(including interest income exempt from federal income tax) and realized net gain
of the Portfolio, and reduced, but not below zero, by (i) the amounts of the
Holder's distributive share of items of Portfolio loss, and (ii) the amount of
any cash distributions (including distributions of interest income exempt from
federal income tax and cash distributions on withdrawals from the Portfolio) and
the basis to the Holder of any property received by such Holder other than in
liquidation, and (iii) the Holder's distributive share of the Portfolio's
nondeductible expenditures not properly chargeable to capital account. Increases
or decreases in a Holder's share of the Portfolio's liabilities may also result
in corresponding increases or decreases in such adjusted basis.
B-3
<PAGE>
The Portfolio may be subject to foreign withholding taxes with respect to
income on certain loans to foreign Borrowers. These taxes may be reduced or
eliminated under the terms of an applicable U.S. income tax treaty. The
anticipated extent of the Portfolio's investment in foreign securities is such
that it is not expected that a Holder that is a RIC will be eligible to pass
through to its shareholders foreign taxes paid by the Portfolio and allocated to
the Holder, so that shareholders of such a RIC will not be entitled to foreign
tax credits or deductions for foreign taxes paid by the Portfolio and allocated
to the RIC. Certain foreign exchange gains and losses realized by the Portfolio
and allocated to the RIC will be treated as ordinary income and losses. Certain
uses of foreign currency and investment by the Portfolio in the stock of certain
"passive foreign investment companies" may be limited or a tax election may be
made, if available, in order to enable an investor that is a RIC to preserve its
qualification as a RIC or to avoid imposition of a tax on such an investor.
An entity that is treated as a partnership under the Code, such as the
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character. The laws of the various states and local taxing
authorities vary with respect to the taxation of such interest income, as well
as to the status of a partnership interest under state and local tax laws, and
each holder of an interest in the Portfolio is advised to consult his own tax
adviser.
The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, insurance
companies and financial institutions. Investors should consult their own tax
advisers with respect to special tax rules that may apply in their particular
situations, as well as the state, local or foreign tax consequences of investing
in the Portfolio.
ITEM 23. FINANCIAL STATEMENTS
The following audited financial statements of the Portfolio are
incorporated by reference into this Part B and have been so incorporated in
reliance upon the report of Deloitte & Touche, independent certified public
accountants, as experts in accounting and auditing.
Portfolio of Investments as of December 31, 1997
Statement of Assets and Liabilities as of December 31, 1997
Statement of Operations for the fiscal year ended December 31, 1997
Statements of Changes in Net Assets for the fiscal years ended December 31,
1997 and 1996
Statement of Cash Flows for the fiscal year ended December 31, 1997
Supplementary Data for the fiscal years ended December 31, 1997 and 1996,
and for the period from the start of business, February 22, 1995, to
December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
For purposes of the EDGAR filing of this amendment to the Portfolio's
registration statement, the Portfolio incorporates by reference the above
audited financial statements, as previously filed electronically with the
Commission (Accession Number 0000950156-98-000155).
B-4
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) FINANCIAL STATEMENTS:
The financial statements called for by this item are incorporated by
reference in Part B and listed in Item 23 hereof.
(2) EXHIBITS:
(a) Amended and Restated Declaration of Trust dated as of November
21, 1994, filed as Exhibit (a) to Amendment No. 3 and
incorporated herein by reference.
(b) By-Laws adopted May 1, 1992 filed as Exhibit (b) to Amendment No.
3 and incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Investment Advisory Agreement between the Registrant and Boston
Management and Research dated February 22, 1995 filed as Exhibit
(g) to Amendment No. 3 and incorporated herein by reference.
(h) Placement Agent Agreement with Eaton Vance Distributors, Inc.
dated November 1, 1996, filed as Exhibit (h) to Amendment No. 4
and incorporated herein by reference.
(i) The Securities and Exchange Commission has granted the Registrant
an exemptive order that permits the Registrant to enter into
deferred compensation arrangements with its independent Trustees.
See IN THE MATTER OF CAPITAL EXCHANGE FUND, INC., Release No.
IC-20671 (November 1, 1994).
(j) Custodian Agreement with Investors Bank & Trust Company dated
February 14, 1997 filed as Exhibit (j) to Amendment No. 4 and
incorporated herein by reference.
(k) (1) Accounting and Interestholder Services Agreement with IBT
Fund Services (Canada) Inc. dated December 30, 1994, filed as
Exhibit (k)(1) to Amendment No. 2 and incorporated herein by
reference.
C-1
<PAGE>
(2) Administration Agreement with IBT Trust Company (Cayman) Ltd.
dated October 23, 1995 filed as Exhibit (k)(2) to Amendment No. 3
and incorporated herein by reference.
(1) Not applicable.
(m) Not applicable.
(n) Not applicable.
(o) Not applicable.
(p) Investment representation letter of Boston Management and
Research dated October 25, 1994 filed as Exhibit (p) to Amendment
No. 3 and incorporated herein by reference.
(q) Not applicable.
(r) Not applicable.
ITEM 25. MARKETING ARRANGEMENTS
Not applicable.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable.
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
Interests As of March 17, 1998
5
ITEM 29. INDEMNIFICATION
Article V of the Registrant's Amended and Restated Declaration of Trust
contains indemnification provisions for Trustees and officers. The Trustees and
officers of the Registrant and the personnel of the Registrant's investment
adviser are insured under an errors and omissions liability insurance policy.
C-2
<PAGE>
The Placement Agent Agreement also provides for reciprocal indemnity of the
placement agent, on the one hand, and the Trustees and officers, on the other.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
To the knowledge of the Portfolio, none of the trustees or officers of the
Portfolio's investment adviser, except as set forth on its Form ADV as filed
with the Securities and Exchange Commission, is engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
trustees and officers also hold various positions with and engage in business
for affiliates of the investment adviser.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the 1940 Act, as amended, and the Rules
promulgated thereunder are in the possession and custody of the Registrant's
custodian, Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA
02116, with the exception of certain corporate documents and portfolio trading
documents that are in the possession and custody of the Registrant's investment
adviser, Boston Management and Research Management, 24 Federal Street, Boston,
MA 02110. Certain corporate documents are also maintained by IBT Trust Company
(Cayman) Ltd., The Bank of Nova Scotia Building, P.O. Box 501, George Town,
Grand Cayman, Cayman Islands, British West Indies, and certain investor account
and Portfolio accounting records are held by IBT Fund Services (Canada) Inc., 1
First Canadian Place, King Street West, Suite 2800, P.O. Box 231, Toronto,
Ontario, Canada M5X lC8. The Registrant is informed that all applicable
accounts, books and documents required to be maintained by registered investment
advisers are in the custody and possession of Registrant's investment adviser.
ITEM 32. MANAGEMENT SERVICES
None.
ITEM 33. UNDERTAKINGS
Not applicable.
C-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to the Registration Statement on Form
N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in
Boston, Massachusetts on the 30th day of March, 1998.
SENIOR DEBT PORTFOLIO
By: /s/ James B. Hawkes
--------------------
James B. Hawkes
President
C-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
Not applicable
C-5
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<NAME> SENIOR DEBT PORTFOLIO
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<PERIOD-END> DEC-31-1997
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