AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
REGISTRATION NO. 33-28452
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
DEFINED ASSET FUNDS--
GOVERNMENT SECURITIES INCOME FUND
U.S. TREASURY SERIES--7
(LADDERED ZERO COUPONS)
(A UNIT INVESTMENT TRUST)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
PAINEWEBBER INCORPORATED
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
UNIT INVESTMENT TRUSTS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SMITH BARNEY INC.
TWO WORLD TRADE CENTER
101ST FLOOR
NEW YORK, NY 10048
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. ROBERT E. HOLLEY LAURIE A. HESSLEIN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
LEE B. SPENCER, JR. COPIES TO: DOUGLAS LOWE, ESQ.
ONE NEW YORK PLAZA PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
NEW YORK, NY 10292 ESQ. TWO WORLD TRADE
450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10017 NEW YORK, NY 10048
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and will file the Rule 24f-2 Notice for the most
recent fiscal year in February, 1998.
Check box if it is proposed that this filing will become effective on February
27, 1998 pursuant to paragraph (b) of Rule 485. / x /
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DEFINED ASSET FUNDSSM
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GOVERNMENT The objective of this Defined Fund is safety of
SECURITIES capital and a high yield to maturity by investing
INCOME FUND in one or more fixed portfolios consisting
U.S. TREASURY SERIES--7 primarily of stripped U.S. Treasury securities
(LADDERED ZERO COUPONS) with laddered maturities. There can be no
UNIT INVESTMENT TRUSTS assurance that the Trusts will achieve their
- ------------------------------objective. Because stripped debt obligations do
/ / U.S. GOVERNMENT SECURITIESnot pay any interest before their maturity, their
/ / TAX-EXEMPT TO MANY FOREIGNmarket prices (and therefore the value of Trust
INVESTORS Units) will vary more than for obligations which
make periodic interest payments. Also, investors
will be deemed to have received taxable income to
the extent of accrued original issue discount on
the stripped securities, although no cash will be
distributed until maturity. Accordingly these
Trusts are best suited for tax-deferred and
tax-exempt accounts and qualifying foreign
investors.
Minimum purchase: One Unit
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------
SPONSORS: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Merrill Lynch, UNLESS ACCOMPANIED BY GOVERNMENT SECURITIES INCOME
Pierce, Fenner & Smith FUND PART B
Incorporated INVESTORS SHOULD READ BOTH PARTS OF THIS
Smith Barney Inc. PROSPECTUS CAREFULLY AND RETAIN THEM FOR FUTURE
PaineWebber Incorporated REFERENCE.
Prudential Securities INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
Incorporated 1-800-221-7771.
Dean Witter Reynolds Inc. PROSPECTUS PART A DATED FEBRUARY 27, 1998.
<PAGE>
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Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined funds are available including: insured funds, double and triple
tax-free funds and funds with 'laddered maturities' to help protect against
changing interest rates. Defined Asset Funds are offered by prospectus only.
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Defined U.S. Treasury Portfolio
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Our defined portfolios of U.S. Treasury securities offer you a simple and
convenient way to participate in the U.S. Treasury market for attractive yields
to the laddered maturities.
INVESTMENT OBJECTIVES
To obtain safety of capital and a high yield to maturity through investment in
one or both of two fixed portfolios consisting primarily of stripped U.S.
Treasury securities with laddered maturities from 2000-2004 (Assurance Trust
2000(B)) and from 2005-2009 (Assurance Trust 2005 (C)). Each Trust was
established on October 11, 1989 (the Initial Date of Deposit). Each Trust was
designed to accumulate income for a fixed period and then distribute that income
in approximately equal amounts over a five-year period. Income is accumulated at
a predictable yield to maturity, because income is not distributed on a current
basis but in effect reinvested and compounded. For each unit of a Trust
purchased, an investor will receive total distributions of approximately $1,000
for Units held until maturity of all the underlying securities of that Trust.
However, distributions could change if securities are paid or sold, or if the
expenses of the Trust change. The Fund was also formed for the purpose of
providing protection against changes in interest rates. If interest rates rise
during the life of a Trust, the portion of the portfolio that matures each year
can be invested at higher rates; if interest rates fall, the rest of the
portfolio will continue to earn the higher rates until the remaining securities
mature. This structure is known as 'laddering'.
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Defining Your Portfolio
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PROFESSIONAL SELECTION AND SUPERVISION
The securities were selected by experienced buyers. The Fund is not actively
managed; however, it is regularly reviewed and a security can be sold if
retaining it is considered detrimental to investors' interest.
CALL PROTECTION
100% of the aggregate face amount of the Portfolio is not subject to redemption
prior to maturity but is payable in full at the stated maturity amounts.
TAX INFORMATION
Investors will have significant amounts of income attributed to them annually as
original issue discount is accrued on the non-maturing securities, but there
will be no distributions of cash with which to pay those taxes. Accordingly, the
Fund is best suited for purchase by tax-advantaged accounts such as Individual
Retirement Accounts, self-employed retirement (or Keogh) plans and pension funds
and for tax-exempt accounts. For other investors, interest income is exempt from
state and local personal income taxes in all states, and from Federal
withholding taxes for qualifying foreign investors. (See Taxes.)
DISTRIBUTIONS
There will be no payments of interest on the Stripped Treasury Securities;
consequently, there should be no distributions of interest income. Nevertheless,
a Trust's gross income is taxable to investors, as explained under Taxes. As
each stripped Treasury security matures, the proceeds will be distributed to
investors, returning approximately equal portions of principal each year during
the maturity period. Distributions will be made in cash two business days
following the maturity of each security in a Trust.
LOW MINIMUM INVESTMENT
You can get started with a minimum purchase of one Unit.
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Defining Your Risks
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U.S. Government securities are not affected by credit risk but are subject to
changes in market value resulting from changes in interest rates. The Fund
itself and the units are not backed by the full faith and credit of the U.S.
Government. Unit price fluctuates and the value of units will decline if
interest rates increase. Because of the possible maturity, sale or other
disposition of securities, the size, composition and return of the Portfolio may
change at any time. Because of the sales charges, returns of principal and
fluctuations in unit price, among other reasons, the sale price will generally
be less than the cost of your units.
Stripped Treasury securities do not make any periodic payments of interest
before maturity; accordingly, each Trust is priced at a deep discount from its
face amount. Each Trust's Unit price will vary with changes in the market price
of the underlying securities in the Trust. The Fund's objectives may not be met
if Units are sold before the maturity of all of the underlying securities
because market prices of Stripped Treasury securities vary more with changes in
interest rates than prices of comparable debt obligations that pay interest
currently. This risk is greater when the period to maturity is longer.
California residents are required to have either (1) an annual income of at
least $30,000 and a net worth of at least $30,000 or (2) a net worth of $75,000.
Net worth would generally be computed exclusive of home, home furnishings and
personal automobiles.
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Defined U.S. Treasury Series 7--Assurance Trust 2000(B)
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Defining Your Investment
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PORTFOLIO COMPOSITION
The following information is as of November 30, 1997, the evaluation date.
Assurance Trust 2000(B) contains the following issues of stripped U.S. Treasury
securities: $4,586,000 maturing 8/15/00, $4,586,000 maturing 8/15/01, $4,586,000
maturing 8/15/02, $4,586,000 maturing 8/15/03 and $4,420,000 maturing 8/15/04.
It also contains an interest-bearing U.S. Treasury security to provide income to
pay Trust expenses: $166,000, 11.625%, maturing 11/15/04. Each Security in the
Trust is a direct obligation of the United States.
PUBLIC OFFERING PRICE PER UNIT $784.50
The Public Offering Price as of November 30, 1997, the evaluation date, is based
on the aggregate bid side evaluation of the underlying securities ($17,630,879)
divided by the number of units outstanding (22,930) plus a sales charge of 2.00%
of the Public Offering Price (2.041% of the value of the underlying securities).
The Public Offering Price on any subsequent date will vary. An amount equal to
principal cash, if any, as well as net accrued but undistributed interest on the
unit is added to the Public Offering Price. The underlying securities are valued
by the Trustee on the basis of their closing sale prices at 3:30 p.m. Eastern
time on every business day.
TERMINATION DATE
The Trust will generally terminate following the maturity date of the last
maturing security in the Portfolio. The Trust may be terminated earlier if its
value is less than 40% of the face amount of securities deposited. On the
evaluation date the value of the Trust was 46% of the face amount of securities
deposited.
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Defining Your Costs
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SALES CHARGES
Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
As a %
of Secondary
Market
Public Offering
Price
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Maximum Sales Charges 2.00%
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
Unit
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Trustee's Fee $ 0.16
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.38
Evaluator's Fee $ 0.06
Other Operating Expenses $ 0.04
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TOTAL $ 0.64
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell your units at any time. Your price will be based on the
lower, bid side evaluation of the securities, as determined by an independent
evaluation, plus principal cash, if any, as well as accrued interest. The
redemption and secondary market repurchase price as of the evaluation date was
$768.90 per unit ($15.69 per unit less than the Public Offering Price). There is
no fee for redeeming or selling units.
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Defined U.S. Treasury Series 7--Assurance Trust 2005(C)
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Defining Your Investment
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PORTFOLIO COMPOSITION
The following information is as of November 30, 1997, the evaluation date.
Assurance Trust 2005(C) contains the following issues of stripped U.S. Treasury
securities: $2,390,000 maturing 8/15/05, $2,390,000 maturing 8/15/06, $2,390,000
maturing 8/15/07, $2,390,000 maturing 8/15/08 and $2,308,000 maturing 8/15/09.
It also contains an interest-bearing U.S. Treasury security to provide income to
pay Trust expenses: $82,000, 9.375%, maturing 2/15/06. Each Security in the
Trust is a direct obligation of the United States.
PUBLIC OFFERING PRICE PER UNIT $585.54
The Public Offering Price as of November 30, 1997, the evaluation date, is based
on the aggregate bid side evaluation of the underlying securities ($6,787,218)
divided by the number of units outstanding (11,950) plus a sales charge of 3.00%
of the Public Offering Price (3.093% of the value of the underlying securities).
The Public Offering Price on any subsequent date will vary. An amount equal to
principal cash, if any, as well as net accrued but undistributed interest on the
unit is added to the Public Offering Price. The underlying securities are valued
by the Trustee on the basis of their closing sale prices at 3:30 p.m. Eastern
time on every business day.
TERMINATION DATE
The Trust will generally terminate following the maturity date of the last
maturing security in the Portfolio. The Trust may be terminated earlier if its
value is less than 40% of the face amount of securities deposited. On the
evaluation date the value of the Trust was 22% of the face amount of securities
deposited.
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Defining Your Costs
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SALES CHARGES
Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
As a %
of Secondary
Market
Public Offering
Price
-----------------
Maximum Sales Charges 4.00%
ESTIMATED ANNUAL FUND OPERATING EXPENSES
Amount per
Unit
--------------
Trustee's Fee $ 0.15
Portfolio Supervision, Bookkeeping and
Administrative Fees $ 0.35
Evaluator's Fee $ 0.11
Other Operating Expenses $ 0.05
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TOTAL $ 0.66
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell your units at any time. Your price will be based on the
lower, bid side evaluation of the securities, as determined by an independent
evaluation, plus principal cash, if any, as well as accrued interest. The
redemption and secondary market repurchase price as of the evaluation date was
$567.97 per unit ($17.57 per unit less than the Public Offering Price). There is
no fee for redeeming or selling units.
A-5
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Taxes
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Substitute the following for Taxes in Part B.
The following summary describes some of the important income tax consequences of
holding Units, assuming that the investor is not a dealer, financial institution
or insurance company or other investor with special circumstances. Investors
should consult their tax advisers about an investment in the Fund.
The Sponsors believe that individual investors will not be subject to any state
or local personal income taxes on the interest received by the Fund and
distributed to them. However, investors (including individuals) may be subject
to state and local taxes on any capital gains (or 'market discount' treated as
ordinary income) and to other state and local taxes (including corporate income
or franchise taxes, personal property or intangibles taxes, and estate or
inheritance taxes) on their Units or the income derived therefrom. In addition,
individual investors (and any other investors that are not subject to state and
local taxes on the interest income derived from the Fund) will probably not be
entitled to a deduction for state and local tax purposes for their share of the
fees and expenses paid by the Fund, for any amortized bond premium or for any
interest on money borrowed to purchase their Units. Investors should consult
their tax advisers regarding the state and local taxes that may result from an
investment in the Fund.
After the end of each calendar year, the Trustee will furnish to each investor
an annual statement containing information relating to the interest received and
any 'original issue discount' accrued by the Fund on the Securities, the cash
proceeds received by the Fund from the disposition of any Security, and the fees
and expenses paid by the Fund. The Trustee will also furnish annual information
returns to each investor and to the Internal Revenue Service.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors, under
existing law:
GENERAL TREATMENT OF THE FUND
The fund will not be taxed as a corporation for federal income tax purposes or
for New York State or City purposes, and each investor will be considered to own
directly a share of each Security in the Fund. Each investor will be considered
to have received the interest (and accrued the original issue discount, if any)
on his pro rata portion of each Security when interest is received (or original
issue discount is accrued) by the Fund, regardless of whether the interest is
used to pay Fund expenses.
INCOME OR LOSS UPON DISPOSITION
Upon a disposition of all or part of an investor's pro rata portion of a
Security (by sale, exchange or redemption of the Security or his Units), an
investor will generally recognize capital gain or loss. However, gain from the
disposition will generally be ordinary income to the extent of any accrued
market discount. An investor will generally have market discount to the extent
that his basis in a Security when he purchases a Unit is less than its stated
redemption price at maturity (or, in the case of a Security issued with original
issue discount, the issue price increased by original issue discount that has
accrued on the Security before his purchase). Investors should consult their tax
advisers in this regard.
The excess of a non-corporate investor's net long-term capital gains over his
net short-term capital losses may be subject to tax at a lower rate than
ordinary income. A capital gain or loss is long-term if the investment is held
for more than one year and short-term if held for one year or less. Because the
deduction of capital losses is subject to limitations, an investor may not be
able to deduct all of his capital losses. An investor who is an individual and
has held his pro rata portions of Securities for more than 18 months may be
entitled to a 20% maximum federal tax rate for gains from the sale of these
Securities or corresponding Units. (See Defining Your Investment--Termination
Date and the Maturities column under Portfolio). Investors should consult their
tax advisers in this regard.
INVESTOR'S BASIS IN THE SECURITIES
An investor's aggregate basis in the Securities will be equal to the cost of his
Units, including any sales charges and the organizational expenses borne by the
investor but excluding any amount paid for accrued interest, and adjusted to
reflect accruals of 'original issue discount', 'acquisition premium' and 'bond
premium'. Investors should consult their tax advisers in this regard.
ORIGINAL ISSUE DISCOUNT, ACQUISITION PREMIUM AND BOND PREMIUM
Original issue discount accrues in accordance with a constant yield method based
on a compounding of interest and is generally equal to the excess of a
Security's stated redemption price at maturity over its original issue price.
Original issue discount inclusions are reduced by accruals of acquisition
premium. An investor will have acquisition premium to the extent his basis in a
Security when he purchases a Unit is less than the stated redemption price at
maturity but more than the issue price increased by any original issue discount
that has accrued on the Security before his purchase.
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Generally, bond premium accruals on a Security will be based upon the excess of
an investor's basis in the Security at the time of purchasing a Unit over its
stated redemption price at maturity. If an investor has elected to amortize bond
premium, which is an election that applies to all debt obligations of an
investor and that can be revoked only with consent of the Internal Revenue
Service, the amount amortized will offset the investor's interest from the
Security and reduce the investor's basis. Investors should consult their tax
advisers in this regard.
EXPENSES
An individual investor who itemizes deductions may deduct his pro rata share of
current ongoing Fund expenses only to the extent that such amount, together with
the investor's other miscellaneous deductions, exceeds 2% of his adjusted gross
income. The Internal Revenue Code further restricts the ability of an individual
investor with an adjusted gross income in excess of a specified amount (for
1998, $124,500 or $62,250 for a married person filing a separate return) to
claim itemized deductions (including his pro rata share of Fund expenses).
FOREIGN INVESTORS
Notwithstanding the foregoing, foreign investors (including non-resident alien
individuals and foreign corporations) not engaged in U.S. trade or business will
generally not be subject to U.S. federal income tax, including withholding tax,
on the interest or gain on a Security if (i) the investor meets certain
requirements, including the certification of foreign status and other matters,
and (ii) the Security was issued after July 18, 1984. Unless otherwise stated in
Part A of the Prospectus, the Sponsors believe that all the Securities in the
Portfolio were issued after July 18, 1984. Under certain circumstances,
withholding agents will file foreign person information returns with the
Internal Revenue Service. Foreign investors should consult their own tax
advisers about the possible application of federal, state and local taxes in the
U.S. and their foreign countries of residence or organization.
Because the Fund consists primarily of Stripped Treasury Securities, the
original issue discount rules require investors to include amounts in ordinary
gross income for Federal income tax purposes in advance of the receipt of the
cash attributable to such income. Therefore, purchase of Units may be
appropriate only for tax-deferred retirement plans (such as Individual
Retirement Accounts, Keogh Plans and pension funds) or for other investors who
will not be adversely affected by the attribution of income in advance of the
receipt of the cash attributable to such income. Investors should consult their
advisers in this regard to determine whether an investment in the Fund would be
appropriate for them.
RETIREMENT PLANS
This Series of Government Securities Income Fund may be well suited for purchase
by Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging (prior to the year 2000) or tax-deferred rollover treatment.
Investors in IRAs, Keogh plans and other tax-deferred retirement plans should
consult their plan custodian as to the appropriate disposition of distributions.
Investors considering participation in any of these plans should review specific
tax laws related thereto and should consult their attorneys or tax advisers with
respect to the establishment and maintenance of any of these plans. These plans
are generally offered by brokerage firms, including the Sponsors of this Fund,
and other financial institutions. Fees and charges with respect to such plans
may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund may be
purchased by retirement plans established for self-employed individuals,
partnerships or unincorporated companies ('Keogh plans'). The assets of a Keogh
plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Keogh plan participants may also establish separate
IRAs (see below) to which they may contribute up to an additional $2,000 per
year ($4,000 in a spousal account).
Individual Retirement Account--IRA. Any individual can make use of a qualified
IRA arrangement for the purchase of Units of the Fund. Any individual (including
one covered by an employer retirement plan) can make a contribution in an IRA
equal to the lesser of $2,000 ($4,000 in a spousal account) or 100% of earned
income; such investment must be made in cash. However, the deductible amount of
a contribution by an individual covered by an employer retirement plan will be
reduced if the individual's adjusted gross income exceeds $25,000 (in the case
of a single individual), $40,000 (in the case of a married individual filing a
joint return) or $200 (in the case of a married individual filing a separate
return). These income threshholds will gradually be increased by 2004 to $50,000
for a single individual and $80,000 for a married individual filing jointly.
Certain transactions which are prohibited under Section 408 of the Code will
cause all or a portion of the amount in an IRA to be deemed to be distributed
and subject to tax at that time. Unless nondeductible contributions were made in
1987 or a later year, all distributions from an IRA will be treated as ordinary
income but generally are eligible for tax-deferred rollover treatment.
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Taxable distributions made before attainment of age 59 1/2, except in the case
of the participant's death or disability or where the amount distributed is part
of a series of substantially equal periodic (at least annual) payments that are
to be made over the life expectancies of the participant and his or her
beneficiary, are generally subject to a surtax in an amount equal to 10% of the
distribution. The 10% surtax will be waived for withdrawals for certain
educational and first-time homebuyer expenses. The Taxpayer Relief Act of 1997
also provides, subject to certain income limitations, for a special type of IRA
under which contributions would be non-deductible but distributions would be
tax-free if the account were held for at least five years and the account holder
was at least 59 1/2 at the time of distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing plan for
employees of a corporation may purchase Units of the Fund.
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DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Defined Asset Funds - Government Securities Income Fund,
U.S. Treasury Series 7 - Laddered Zero Coupons:
We have audited the accompanying statements of condition of the Assurance Trust
2000 (B) and the Assurance Trust 2005 (C) of Defined Asset Funds - Government
Securities Income Fund, U.S. Treasury Series 7 - Laddered Zero Coupons,
including the portfolios, as of November 30, 1997 and the related statements of
operations and of changes in net assets for the years ended November 30, 1997,
1996 and 1995. These financial statements are the responsibility of the
Trustee. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
November 30, 1997, as shown in such portfolios, were confirmed to us by The Bank
of New York, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the above-mentioned Trusts of
Defined Asset Funds - Government Securities Income Fund, U.S. Treasury Series 7
- - Laddered Zero Coupons at November 30, 1997 and the results of their operations
and changes in their net assets for the above-stated years in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
February 9, 1998
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DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF CONDITION
AS OF NOVEMBER 30, 1997
ASSURANCE
TRUST
2005(B)
TRUST PROPERTY:
Investment in marketable securities - at value
(see Portfolios and Note 1) $17,630,879
Accrued interest receivable 804
Cash 5,916
Total trust property 17,637,599
LESS LIABILITY - Accrued expenses 11,005
NET ASSETS (Note 2) $17,626,594
UNITS OUTSTANDING 22,930
UNIT VALUE 768.71
See Notes to Financial Statements.
D-2
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DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF CONDITION
AS OF NOVEMBER 30, 1997
ASSURANCE
TRUST
2005(C)
TRUST PROPERTY:
Investment in marketable securities - at value
(see Portfolios and Note 1) $6,787,218
Accrued interest receivable 2,242
Total trust property 6,789,460
LESS LIABILITIES:
Accrued expenses $ 7,333
Advance from Trustee 27,270 34,603
NET ASSETS (Note 2) $6,754,857
UNITS OUTSTANDING 11,950
UNIT VALUE 565.26
See Notes to Financial Statements.
D-3
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
ASSURANCE TRUST
2000(B)
Years Ended November 30,
1996 1995 1994
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income $ 19,785 $ 21,333 $ 23,854
Accretion of original issue discount 1,120,149 1,158,505 1,341,153
Trustee's fees and expenses (10,745) (11,102) (22,683)
Sponsors' fees (10,090) (3,510) (6,479)
Net investment income 1,119,099 1,165,226 1,335,845
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on securities sold or redeemed 322,700 746,244 301,872
Unrealized appreciation (depreciation) of
investments (414,636) (1,195,277) 2,726,628
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS (91,936) (449,033) 3,028,500
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $1,027,163 $ 716,193 $4,364,345
</TABLE>
See Notes to Financial Statements.
D-4
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
ASSURANCE TRUST
2005(C)
Years Ended November 30,
1997 1996 1995
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income $ 7,710 $ 8,129 $ 8,354
Accretion of original issue discount 388,239 393,165 426,082
Trustee's fees and expenses (8,141) (31,813) (7,457)
Sponsors' fees (4,768) (2,202) (2,671)
Net investment income 383,040 367,279 424,308
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain on securities sold 28,783 189,447 170,904
Unrealized appreciation (depreciation) of
investments 117,061 (392,021) 1,331,465
Net realized and unrealized gain (loss) on
investments 145,844 (202,574) 1,502,369
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 528,884 $164,705 $1,926,677
</TABLE>
See Notes to Financial Statements.
D-5
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
ASSURANCE TRUST
2000(B)
Years Ended November 30,
1996 1995 1994
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 1,119,099 $ 1,165,226 $ 1,335,845
Realized gain on securities sold 322,700 746,244 301,872
Unrealized appreciation (depreciation) of
investments (414,636) (1,195,277) 2,726,628
Net increase in net assets resulting from
operations 1,027,163 716,193 4,364,345
INCOME DISTRIBUTIONS (3,250) - -
CAPITAL SHARE TRANSACTIONS (Note 3):
Issuance of additional units - - 4,269,148
Redemption of units (1,455,489) (4,287,046) (2,420,017)
Net capital share transactions (1,455,489) (4,287,046) 1,849,131
NET INCREASE (DECREASE) IN NET ASSETS (431,576) (3,570,853) 6,213,476
NET ASSETS AT BEGINNING OF YEAR 18,058,170 21,629,023 15,415,547
NET ASSETS AT END OF YEAR $17,626,594 $18,058,170 $21,629,023
PER UNIT:
Income distributions during the year $0.138
Net asset value at end of year $768.71 $724.35 $693.68
TRUST UNITS OUTSTANDING AT END OF YEAR 22,930 24,930 31,180
</TABLE>
See Notes to Financial Statements.
D-6
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
ASSURANCE TRUST
2005(C)
Years Ended November 30,
1997 1996 1995
<S> <C> <C> <C>
OPERATIONS:
Net investment income $ 383,040 $ 367,279 $ 424,308
Realized gain on securities sold 28,783 189,447 170,904
Unrealized appreciation (depreciation) of
investments 117,061 (392,021) 1,331,465
Net increase in net assets resulting from
operations 528,884 164,705 1,926,677
INCOME DISTRIBUTIONS (1,276) - -
CAPITAL SHARE TRANSACTIONS (Note 3):
Issuance of additional units 1,962,181
Redemption of units (125,740) (965,100) (1,140,469)
Net capital share transactions (125,740) (965,100) 821,712
NET INCREASE (DECREASE) IN NET ASSETS 401,868 (800,395) 2,748,389
NET ASSETS AT BEGINNING OF YEAR 6,352,989 7,153,384 4,404,995
NET ASSETS AT END OF YEAR $6,754,857 $6,352,989 $7,153,384
PER UNIT:
Income distributions during the year $0.1068
Net asset value at end of year $565.26 $520.74 $503.76
TRUST UNITS OUTSTANDING AT END OF YEAR 11,950 12,200 14,200
</TABLE>
See Notes to Financial Statements.
D-7
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a Unit
Investment Trust. The following is a summary of significant accounting
policies consistently followed by the Fund in the preparation of its
financial statements. The policies are in conformity with generally
accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator based on
bid side evaluations for the securities.
(b) Cost of securities purchased is based on offering side evaluations at
dates of purchases and has been adjusted to include the accretion of
original issue discount on the Stripped Treasury Securities.
(c) Each Trust is not subject to income taxes. Accordingly, no provision
for such taxes is required.
2. NET ASSETS, NOVEMBER 30, 1997
ASSURANCE TRUST 2000(B)
Cost of 22,930 units at Dates of Deposit $12,347,547
Less sales charges 359,661
Net amount applicable to Holders 11,987,886
Net cost of units redeemed less redemption amounts (1,457,864)
Realized gain on securities sold 1,457,864
Unrealized appreciation of investments 811,795
Net capital applicable to Holders 12,799,681
Overdistributed net investment income (including
$4,831,199 of accretion of original issue discount) 4,826,913
Net assets $17,626,594
ASSURANCE TRUST 2005(C)
Cost of 11,950 units at Dates of Deposit $ 4,658,155
Less sales charges 179,173
Net amount applicable to Holders 4,478,982
Net cost of units redeemed less redemption amounts (696,722)
Realized gain on securities sold 696,722
Unrealized appreciation of investments 806,411
Net capital applicable to Holders 5,285,393
Overdistributed net investment income (including $1,501,825
of accretion of original issue discount) 1,469,464
Net assets $ 6,754,857
D-8
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
NOTES TO FINANCIAL STATEMENTS
3. CAPITAL SHARE TRANSACTIONS
Units were issued as follows:
Years Ended November 30,
Trust 1997 1996 1995
Assurance Trust 2000(B) - - 7,250
Assurance Trust 2005(C) - - 4,750
Units were redeemed as follows:
Years Ended November 30,
Trust 1997 1996 1995
Assurance Trust 2000(B) 2,000 6,250 3,750
Assurance Trust 2005(C) 250 2,000 2,500
Units may be redeemed at the office of The Bank of New York, the Trustee,
upon tender thereof generally on any business day or, in the case of
uncertified units, upon delivery of a request for redemption and payment of
any relevant tax. The Trustee will redeem units either in cash or in kind
at the option of the Holder as specified in writing to the Trustee. See
"Redemption" in this Prospectus, Part B.
4. INCOME TAXES
All Trust items of income received, accretion of original issue discount,
expenses paid, and realized gains and losses on securities sold are
attributable to the Holders, on a pro rata basis, for Federal income tax
purposes in accordance with the grantor trust rules of the United States
Internal Revenue Code.
At November 30, 1997, the cost of investment securities for Federal income
tax purposes was approximately equivalent to the adjusted cost as shown in
each Trust's portfolio.
5. DISTRIBUTIONS
It is anticipated that each Trust will make distributions two business days
following the maturity of each security in that Trust to Holders of record
five business days prior to the date of such distribution.
D-9
<PAGE>
DEFINED ASSET FUNDS - GOVERNMENT SECURITIES INCOME FUND,
U.S. TREASURY SERIES 7 - LADDERED ZERO COUPONS
PORTFOLIOS
AS OF NOVEMBER 30, 1997
<TABLE>
<CAPTION>
Portfolio No.
and Title of Interest Face Adjusted
Securities Rates Maturities Amount Cost(1) Value(1)
<S> <C> <C> <C> <C> <C>
ASSURANCE TRUST 2000(B)
1 Stripped Treasury
Securities (2) 0.000% 8/15/00 $ 4,586,000 $ 3,873,081 $ 3,928,505
2 Stripped Treasury
Securities (2) 0.000 8/15/01 4,586,000 3,592,749 3,703,516
3 Stripped Treasury
Securities (2) 0.000 8/15/02 4,586,000 3,325,544 3,496,045
4 Stripped Treasury
Securities (2) 0.000 8/15/03 4,586,000 3,074,010 3,292,840
5 Stripped Treasury
Securities (2) 0.000 8/15/04 4,420,000 2,738,298 2,990,749
6 U.S. Treasury Notes 11.625 11/15/04 166,000 215,402 219,224
Total $22,930,000 $16,819,084 $17,630,879
ASSURANCE TRUST 2005(C)
1 Stripped Treasury
Securities (2) 0.000% 8/15/05 $ 2,390,000 $ 1,375,183 $ 1,517,698
2 Stripped Treasury
Securities (2) 0.000 8/15/06 2,390,000 1,275,083 1,428,431
3 Stripped Treasury
Securities (2) 0.000 8/15/07 2,390,000 1,177,446 1,341,387
4 Stripped Treasury
Securities (2) 0.000 8/15/08 2,390,000 1,087,335 1,258,646
5 Stripped Treasury
Securities (2) 0.000 8/15/09 2,308,000 969,427 1,140,914
6 U.S. Treasury Bond 9.375 2/15/06 82,000 96,333 100,142
Total $11,950,000 $ 5,980,807 $ 6,787,218
</TABLE>
(1) See Notes to Financial Statements.
(2) See "Risk Factors - Special Characteristics of Stripped Treasury
Securities" in this Prospectus, Part B.
D-10
<PAGE>
DEFINED
ASSET FUNDSSM
SPONSORS: GOVERNMENT SECURITIES
Merrill Lynch, INCOME FUND
Pierce, Fenner & Smith Incorporated U.S. Treasury Series--7
Defined Asset Funds (Laddered Zero Coupons)
P.O. Box 9051 Unit Investment Trusts
Princeton, NJ 08543-9051 This Prospectus does not contain all of
(609) 282-8500 the information with respect to the
Smith Barney Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits
388 Greenwich Street--23rd Floor relating thereto which have been filed
New York, NY 10013 with the Securities and Exchange
(212) 816-4000 Commission, Washington, D.C. under the
PaineWebber Incorporated Securities Act of 1933 and the
1200 Harbor Boulevard Investment Company Act of 1940, and to
Weehawken, NJ 07087 which reference is hereby made. Copies
(201) 902-3000 of filed material can be obtained from
Prudential Securities Incorporated the Public Reference Section of the
One New York Plaza Commission, 450 Fifth Street, N.W.,
New York, NY 10292 Washington, D.C. 20549 at prescribed
(212) 778-6164 rates. The Commission also maintains a
Dean Witter Reynolds Inc. Web site that contains information
Two World Trade Center--59th Floor statements and other information
New York, N.Y. 10048 regarding registrants such as Defined
(212) 392-2222 Asset Funds that file electronically
TRUSTEE: with the Commission at
The Bank of New York http://www.sec.gov.
Unit Investment Trust Department ------------------------------
P.O. Box 974 No person is authorized to give any
Wall Street Station information or to make any
New York, NY 10268-0974 representations with respect to this
1-800-221-7771 investment company not contained in its
registration statement and exhibits
related thereto; and any information or
representation not contained therein
must not be relied upon as having been
authorized.
This Prospectus shall not constitute an
offer to sell or the solicitation of an
offer to buy nor shall there be any sale
of these securities in any State in
which such offer solicitation or sale
would be unlawful prior to registration
or qualification under the securities
laws of any such State.
12960--2/98
<PAGE>
DEFINED ASSET FUNDS--
GOVERNMENT SECURITIES INCOME FUND
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Registration
Statement on Form S-6 of Defined Asset Funds Municipal Insured Series, 1933 Act
File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
4.1 --Consent of the Evaluator.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1
to Post Effective Amendment No. 4 to the Registration Statement of
Government Securities Income Fund, Freddie Mac Series 10, 1933 Act File No.
33-46142).
R-1
<PAGE>
DEFINED ASSET FUNDS--
GOVERNMENT SECURITIES INCOME FUND
U.S. TREASURY SERIES--7
(LADDERED ZERO COUPONS)
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--GOVERNMENT SECURITIES INCOME FUND, U.S. TREASURY SERIES--7
(LADDERED ZERO COUPONS) (A UNIT INVESTMENT TRUST), CERTIFIES THAT IT MEETS ALL
OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO
RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW
YORK AND STATE OF NEW YORK ON THE 20TH DAY OF FEBRUARY, 1998.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Merrill Lynch, Pierce, have been filed
Fenner & Smith Incorporated: under
Form SE and the
following 1933 Act
File
Number: 33-43466
and 33-51607
HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By DANIEL C. TYLER
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Number:
33-41631
ALAN D. HOGAN
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
WILLIAM W. HUESTIS
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-4
<PAGE>
SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753, 33-55073
and 333-10441
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT H. LESSIN
WILLIAM J. MILLS, II
MICHAEL B. PANITCH
PAUL UNDERWOOD
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085 and
Reynolds Inc.: 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors of PaineWebber Number: 33-55073
Incorporated:
JOSEPH J. GRANO, JR.
DONALD B. MARRON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
EXHIBIT 4.1
INTERACTIVE DATA
FINANCIAL TIMES INFORMATION
14 WALL STREET, 11th FLOOR
NEW YORK, NEW YORK 10005
(212) 306-6596
FAX 212-306-6698
February 20, 1998
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Bank of New York
101 Barclay Street
New York, New York 10286
Re: Defined Asset Funds--Government Securities Income Fund
U.S. Treasury Series--7, Laddered Zero Coupons
(A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
Under the Securities Act of 1933, File No. 33-28452)
Gentlemen:
We have examined the Registration Statement for the above captioned Fund.
We hereby consent to the reference to Interactive Data Services, Inc. in
the Prospectus contained in the Post-Effective Amendment No. 8 to the
Registration Statement for the above captioned Fund and to the use of the
evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.
You are authorized to file copies of this letter with the Securities and
Exchange Commission.
Very truly yours,
JAMES PERRY
Vice President
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee
of Defined Asset Funds--Government Securities Income Fund, U.S. Treasury
Series--7--Laddered Zero Coupons
We consent to the use in Post-Effective Amendment No. 7 to Registration
Statement No. 33-28452 of our opinion dated January 17 1998 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
February 20, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>1
<NAME> ASSURANCE TRUST 2000(B) SERIES 7B
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 16,819,084
<INVESTMENTS-AT-VALUE> 17,630,879
<RECEIVABLES> 804
<ASSETS-OTHER> 5,916
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,637,599
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,005
<TOTAL-LIABILITIES> 11,005
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> (414,636)
<SHARES-COMMON-STOCK> 22,930
<SHARES-COMMON-PRIOR> 24,930
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 4,826,913
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 811,795
<NET-ASSETS> 17,626,594
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,785
<OTHER-INCOME> 1,120,149
<EXPENSES-NET> (20,835)
<NET-INVESTMENT-INCOME> 1,119,099
<REALIZED-GAINS-CURRENT> 322,700
<APPREC-INCREASE-CURRENT> (414,636)
<NET-CHANGE-FROM-OPS> 1,027,163
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,250)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (431,576)
<ACCUMULATED-NII-PRIOR> (3,803,553)
<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> 0
<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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER>2
<NAME> ASSURANCE TRUST 2005(C) SERIES 7B
<MULTIPLIER>1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> NOV-30-1997
<INVESTMENTS-AT-COST> 5,980,807
<INVESTMENTS-AT-VALUE> 6,787,218
<RECEIVABLES> 0
<ASSETS-OTHER> 2,242
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 6,789,460
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 34,603
<TOTAL-LIABILITIES> 34,603
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 117,061
<SHARES-COMMON-STOCK> 11,950
<SHARES-COMMON-PRIOR> 12,200
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 1,469,464
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 806,411
<NET-ASSETS> 6,754,857
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 7,710
<OTHER-INCOME> 388,239
<EXPENSES-NET> (12,909)
<NET-INVESTMENT-INCOME> 383,040
<REALIZED-GAINS-CURRENT> 28,783
<APPREC-INCREASE-CURRENT> 117,061
<NET-CHANGE-FROM-OPS> 528,884
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,276)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 401,868
<ACCUMULATED-NII-PRIOR> (1,091,605)
<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> 0
<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> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
February 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.
Very truly yours,
Davis Polk & Wardwell
Attachment
<PAGE>
EXHIBIT A
<TABLE>
<CAPTION>
1933 ACT 1940 ACT
FUND NAME CIK FILE NO. FILE NO.
- --------- --- -------- --------
<S> <C> <C> <C>
DEFINED ASSET FUNDS- MSS-300 DAF 1025580 333-1443 811-1777
DEFINED ASSET FUNDS-GSIF U.S. TREASURY SERIES 7 781768 33-28452 811-2810
DEFINED ASSET FUNDS-MITF IS-300 804065 333-1130 811-1777
DEFINED ASSET FUNDS-MITF ITS-201 868107 33-49173 811-1777
DEFINED ASSET FUNDS-CIF ITS-40 883651 33-48981 811-2295
DEFINED ASSET FUNDS-MITF MSS-22 892847 33-49171 811-1777
DEFINED ASSET FUNDS- MSS-301 947086 333-1249 811-1777
TOTAL: 7 FUNDS
</TABLE>
