<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995
REGISTRATION NO. 33-57173
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
GOVERNMENT SECURITIES INCOME FUND
MONTHLY PAYMENT U.S. TREASURY SERIES-22
(LADDERED MATURITIES)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE, FENNER & SMITH BARNEY INC. PAINEWEBBER INCORPORATED
SMITH INCORPORATED TWO WORLD TRADE CENTER 1285 AVENUE OF THE AMERICAS
DEFINED ASSET FUNDS 101ST FLOOR NEW YORK, N.Y. 10019
P.O. BOX 9051 NEW YORK, N.Y. 10048
PRINCETON, N.J. 08543-9051
PRUDENTIAL SECURITIES INCORPORATED DEAN WITTER REYNOLDS INC.
ONE SEAPORT PLAZA TWO WORLD TRADE CENTER--59TH FLOOR
199 WATER STREET NEW YORK, N.Y. 10048
NEW YORK, N.Y. 10292
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
<TABLE>
<S> <C> <C>
TERESA KONCICK, ESQ. LAURIE A. HESSLEIN ROBERT E. HOLLEY
P.O. BOX 9051 388 GREENWICH STREET 1200 HARBOR BLVD.
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 WEEHAWKEN, N.J. 07087
COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE, ESQ.
ONE SEAPORT PLAZA 130 LIBERTY STREET--29TH 450 LEXINGTON AVENUE
199 WATER STREET FLOOR NEW YORK, N.Y. 10017
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10006
</TABLE>
E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)
/ x /Check box if it is proposed that this filing will become effective at 9:30
a.m. on May 31, 1995 pursuant to Rule 487.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
Defined Asset FundsSM
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Government 6.11% ESTIMATED CURRENT RETURN shows the estimated annual
Securities cash to be received from interest-bearing bonds in the
Income Fund Portfolio (net of estimated annual expenses) divided
by the Public Offering Price (including the maximum sales
charge).
MONTHLY PAYMENT
6.01% ESTIMATED LONG TERM RETURN is a measure of the
estimated return over the estimated life of the Fund.
U.S. TREASURY This represents an average of the yields to maturity (or
SERIES--22 in certain cases, to an earlier call date) of the
(LADDERED individual bonds in the Portfolio, adjusted to reflect
MATURITIES) the maximum sales charge and estimated expenses. The
A UNIT INVESTMENT average yield for the Portfolio is derived by weighting
TRUST each bond's yield by
its market value and the time remaining to the call or
- --------------------
maturity date, depending on how the bond is priced.
/ /MONTHLY INCOME Unlike Estimated Current Return, Estimated Long Term
Return takes into account maturities, discounts and
/ /AAA RATED premi-
/ /FOREIGN HOLDERS
TAX EXEMPT ums of the underlying bonds.
No return estimate can be predictive of your actual
return because returns will vary with purchase price
(including sales charges), how long units are held,
changes in Portfo-
lio composition, changes in interest income and changes
in fees and expenses. Therefore, Estimated Current Return
6.11% and Estimated Long Term Return are designed to be com-
ESTIMATED CURRENT parative rather than predictive. A yield calculation
RETURN which is
6.01% more comparable to an individual bond may be higher or
ESTIMATED LONG TERM lower than Estimated Current Return or Estimated Long
RETURN Term Return which are more comparable to return calcu-
AS OF MAY 30, 1995 lations used by other investment products.
</TABLE>
<TABLE>
<S> <C>
SPONSORS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
Merrill Lynch, DISAPPROVED BY THE SECURITIES AND EXCHANGE
Pierce, Fenner & COMMISSION OR ANY STATE SECURITIES COMMISSION
Smith Incorporated NOR HAS THE COMMISSION OR ANY STATE SECURITIES
Smith Barney Inc. COMMISSION PASSED UPON THE ACCURACY OR ADE-
Prudential QUACY OF THIS DOCUMENT. ANY REPRESENTATION
Securities TO THE CONTRARY IS A CRIMINAL OFFENSE.
Incorporated Inquiries should be directed to the Trustee at
Dean Witter Reynolds 1-800-323-1508.
Inc. Prospectus dated May 31, 1995.
PaineWebber Investors should read this prospectus carefully and
Incorporated retain it for future reference.
</TABLE>
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $95 billion sponsored since 1971. 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:
Municipal portfolios
Corporate portfolios
Government portfolios
Equity portfolios
International portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond 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.
- ---------------------------------------------------------------
Defined U.S. Treasury Series
- ---------------------------------------------------------------
Our defined portfolio of U.S. Treasury securities offers you a simple and
convenient way to participate in the U.S. Treasury market and obtain monthly
income while earning an attractive return.
Investment Objectives
To obtain safety of capital and investment flexibility as well as current
monthly income distributions through investment in a fixed, laddered portfolio
of interest-bearing U.S. Treasury obligations with maturities of approximately
six to 10 years. By utilizing an investment strategy called laddering, the Fund
seeks to protect against changes in interest rates by investing a portion of the
Portfolio in longer-term Securities, while if interest rates rise investors will
be able to reinvest the proceeds of principal returned each year in higher
yielding obligations.
- ---------------------------------------------------------------
Defining Your Portfolio
- ---------------------------------------------------------------
Professional Selection and Supervision
The Portfolio of Securities is selected by experienced buyers and research
analysts. 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'
interests.
Portfolio Composition
The Portfolio consists of 5 different issues of intermediate term U.S. Treasury
obligations without conversion or equity features with an aggregate face amount
of $1,000,000. Based on the creditworthiness of the U.S. Treasury securities in
the portfolio, Standard & Poor's has rated units of the Fund AAA, its highest
rating.
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
In the opinion of special counsel to the Sponsors, each investor will be
considered to have received the interest on his pro rata portion of each
Security when interest on the Security is received by the Fund. This interest is
subject to U.S. Federal income taxes for U.S investors but exempt from state and
local personal income taxes in all states. For many foreign investors, income
from the Fund will be exempt from Federal income taxes.
- ---------------------------------------------------------------
Defining Your Investment
- ---------------------------------------------------------------
Public Offering Price per 1,000 Units $1,026.72
The Public Offering Price as of May 30, 1995, the business day prior to the
Initial Date of Deposit, is based on the aggregate offer side value of the
underlying Securities in the Fund ($1,006,184), the price at which they can be
directly purchased by the public assuming they were available, divided by the
number of units outstanding (1,000,000) times 1,000 plus a maximum sales charge
of 2.00%. The Public Offering Price on any subsequent date will vary. An amount
equal to net accrued but undistributed interest on the unit is added to the
Public Offering Price. The underlying Securities are evaluated by an independent
evaluator at 3:30 p.m. Eastern time on every business day.
A-2
<PAGE>
<PAGE>
Low Minimum Investment
You can get started with a minimum purchase of about 250 Units. There is no
minimum purchase for payroll deduction plans.
Principal Distributions
Principal from sales, redemptions and maturities of Securities in the Fund will
be distributed to investors periodically when the amount to be distributed is
more than $5.00 per 1,000 units.
Termination Date
The Fund will generally terminate no later than one year following the maturity
date of the last maturing Security listed in the Portfolio. The Fund may be
terminated earlier if the value is less than 40% of the face amount of
Securities deposited.
Sponsors' Profit or Loss
The Sponsors' profit or loss associated with the Fund will include the receipt
of applicable sales charges, fluctuations in the Public Offering Price or
secondary market price of units, a gain of $27.75 on the initial deposit of the
Securities and a gain or loss on subsequent deposits of additional Securities
(see Underwriters' and Sponsors' Profits in Part B).
- ---------------------------------------------------------------
Defining Your Risks
- ---------------------------------------------------------------
Risk Factors
U.S. Government securities are not affected by credit risk but are subject to
changes in market value resulting from changes in interest rates. 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. There is no guarantee that the Fund will achieve its investment
objective.
The Fund itself is not backed by the full faith and credit of the U.S.
Government (see Risk Factors in Part B).
- ---------------------------------------------------------------
Defining Your Costs
- ---------------------------------------------------------------
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.
<TABLE>
<CAPTION>
As a %
As a % of Secondary
of Initial Offering Market
Period Public Public Offering
Offering Price Price
<S> <C> <C>
------------------- ---------------
Maximum Sales Charges 2.00% 2.25%
</TABLE>
Estimated Annual Fund Operating Expenses
<TABLE>
<CAPTION>
As a %
of Average
Net Assets* Per Unit
<S> <C> <C>
------------------- ---------------
Trustee's Fee .060% $.60
Maximum Portfolio
Supervision,
Bookkeeping and
Administrative Fees .025% $.25
Organizational
Expenses .019% $.20
Evaluator's Fee .003% $.03
Other Operating
Expenses .022% $.22
TOTAL 1.29% $1.30
</TABLE>
- ------------
*Based on the mean of the bid and offer side evaluations.
Costs Over Time
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods:
<TABLE>
<S> <C> <C> <C>
1 Year 3 Years 5 Years 10 Years
$21 $24 $27 $36
</TABLE>
The example assumes reinvestment of all distributions into additional units of
the Fund (a reinvestment option not offered by this Fund) and uses a 5% annual
rate of return as mandated by Securities and Exchange Commission regulations
applicable to mutual funds. The Costs Over Time above reflect both sales charges
and operating expenses on an increasing investment (because the net annual
return is reinvested). The example should not be considered a representation of
past or future expenses or annual rate of return; the actual expenses and annual
rate of return may be more or less than the example.
The Fund (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds. Historically, the Sponsors of unit investment trusts have paid all the
costs of establishing those trusts.
A-3
<PAGE>
<PAGE>
Selling Your Investment
You may sell your units at any time. Your price is based on the Fund's then
current net asset value (based on the offer side evaluation of the Securities
during the initial public offering period and on the lower, bid side evaluation
thereafter, as determined by an independent evaluator), plus accrued interest.
The per unit bid side redemption and secondary market repurchase price as of May
30, 1995 was $1.01 ($0.02 less than the Public Offering Price). There is no fee
for selling your units.
- ---------------------------------------------------------------
Defining Your Income
- ---------------------------------------------------------------
Monthly Interest Income
The Fund pays monthly income, even though the Securities generally pay interest
semi-annually.
What You May Expect
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
<TABLE>
<S> <C>
First Distribution per unit
(September 25, 1995): $4.59
Regular Monthly Income per unit
(Beginning on October 25, 1995): $5.22
Annual Income per unit: $62.70
</TABLE>
These figures are estimates determined as of the business day prior to the
Initial Date of Deposit and actual payments may vary.
Estimated cash flows are available upon request from the Sponsors.
A-4
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Government Securities Income Fund, Monthly
Payment U.S. Treasury Series--22 (Laddered Maturities), Defined Asset Funds (the
'Fund'):
We have audited the accompanying statement of condition and the related
portfolio included in the prospectus of the Fund as of May 31, 1995. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statement of condition, with 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of May 31, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
NEW YORK, N.Y.
MAY 31, 1995
STATEMENT OF CONDITION AS OF MAY 31, 1995
<TABLE>
<S> <C>
TRUST PROPERTY
Investments in Securities and Contracts to Purchase Securities(1) $ 1,006,184.00
Accrued interest to initial date of deposit on underlying Securities 11,659.38
Organizational Costs(2) 50,000.00
--------------
Total $ 1,067,843.38
--------------
--------------
LIABILITIES AND INTEREST OF HOLDERS
Liabilities: Accrued interest to Initial Date of Deposit on underlying
Securities(3) $ 11,659.38
Accrued Liability (2) 50,000.00
--------------
Subtotal 61,659.38
--------------
Interest of Holders of 1,000,000 Units of fractional undivided interest
outstanding:
Cost to investors(4) 1,026,724.00
Gross underwriting commissions(5) (20,540.00)
--------------
Subtotal 1,006,184.00
--------------
Total $ 1,067,843.38
--------------
--------------
</TABLE>
- ------------
(1) Aggregate cost to the Fund of the securities listed under Defined
Portfolio is based upon the offer side evaluation determined by the Evaluator at
the evaluation time on the business day prior to the Initial Date of Deposit.
The contracts to purchase the securities are collateralized by an irrevocable
letter of credit which has been issued by The BNA Bank, New York Branch, in the
amount of $1,017,843.38 and deposited with the Trustee. The amount of the letter
of credit includes $1,006,184.00 for the purchase of $1,000,000 face amount of
the securities, plus $11,659.38 for accrued interest.
(2) Organizational costs to be paid by the Fund have been deferred and
will be amortized over a five year period. Organizational costs have been
estimated based on a projected Fund size of $50,000,000. To the extent the Fund
is larger or smaller, the estimate will vary.
(3) Representing a special distribution by the Trustee to the Sponsors
of an amount equal to the accrued interest on the securities as of the initial
date of deposit.
(4) Aggregate public offering price (exclusive of interest) computed on
the basis of the offer side evaluation of the underlying securities as of the
evaluation time on the business day prior to the initial date of deposit.
(5) Assumes the maximum sales charge of 2.00%.
A-6
<PAGE>
<PAGE>
EFFECT OF STATE PERSONAL INCOME TAX EXEMPTION
The following chart shows what the return on a security that is subject to state
personal income taxes would have to be in order to equal 6.11% Estimated Current
Return and 6.01% Estimated Long Term Return on the Monthly Payment U.S. Treasury
Series. This Trust is free from state personal income taxes in all states; the
comparable security would be subject to deduction of state personal income taxes
at the maximum state rate. Of course, if you are not in the maximum state
personal income tax bracket, the fully taxable equivalent return would be less.
<TABLE>
<CAPTION>
FULLY TAXABLE RETURN FULLY TAXABLE RETURN
EQUIVALENT TO 6.11% EQUIVALENT TO 6.01%
MAXIMUM STATE ESTIMATED CURRENT ESTIMATED LONG MAXIMUM STATE
PERSONAL RETURN ON MONTHLY TERM RETURN ON PERSONAL
INCOME PAYMENT MONTHLY PAYMENT INCOME
STATE TAX RATE (1) U.S. TREASURY SERIES U.S. TREASURY SERIES STATE TAX RATE (1)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------- ------------------------------------
Alabama 5.000%(2) 6.43% 6.33% Nebraska 6.990%
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Alaska 0.000 6.11 6.01 Nevada 0.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Arizona 6.900(2) 6.56 6.46 New Hampshire 5.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Arkansas 7.000 6.57 6.46 New Jersey 6.580
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
California 11.000 6.87 6.75 New Mexico 8.500
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Colorado 5.000 6.43 6.33 New York 7.594
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Connecticut 4.500 6.40 6.29 North Carolina 7.750
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Delaware 7.700 6.62 6.51 North Dakota 12.000(7)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Florida 0.000 6.11 6.01 Ohio 7.500
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Georgia 6.000 6.50 6.39 Oklahoma 10.000(2)(4)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Hawaii 10.000 6.79 6.68 Oregon 9.000(2)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Idaho 8.200 6.66 6.55 Pennsylvania 2.800
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Illinois 3.000 6.30 6.20 Puerto Rico 36.000(8)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Indiana 3.400 6.33 6.22 Rhode Island 10.890(5)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Iowa 9.980(2) 6.79 6.68 South Carolina 7.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Kansas 7.750 6.62 6.51 South Dakota 0.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Kentucky 6.000 6.50 6.39 Tennessee 6.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Louisiana 6.000 6.50 6.39 Texas 0.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Maine 8.600 6.68 6.58 Utah 7.200(3)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Maryland 6.000 6.50 6.39 Vermont 9.900(5)(6)
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Massachusetts 12.000 6.94 6.83 Virginia 5.750
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Michigan 4.400 6.39 6.29 Washington 0.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Minnesota 8.500 6.68 6.57 West Virginia 6.500
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Mississippi 5.000 6.43 6.33 Wisconsin 6.930
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Missouri 6.000 6.50 6.39 Wyoming 0.000
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
Montana 11.000 6.87 6.75 Dist. of Columbia 9.500
<CAPTION>
- ---------------------------------------------------------------------------------- ------------------------------------
<CAPTION>
FULLY TAXABLE RETURN FULLY TAXABLE RETURN
EQUIVALENT TO 6.11% EQUIVALENT TO 6.01%
ESTIMATED CURRENT ESTIMATED LONG
RETURN ON MONTHLY TERM RETURN ON
PAYMENT MONTHLY PAYMENT
STATE U.S. TREASURY SERIES U.S. TREASURY SERIES
<S> <C> <C>
- --------------
Alabama 6.57 % 6.46 %
- --------------
<S> <C> <C>
Alaska 6.11 6.01
- --------------
<S> <C> <C>
Arizona 6.43 6.33
- --------------
<S> <C> <C>
Arkansas 6.54 6.43
- --------------
<S> <C> <C>
California 6.68 6.57
- --------------
<S> <C> <C>
Colorado 6.61 6.50
- --------------
<S> <C> <C>
Connecticut 6.62 6.51
- --------------
<S> <C> <C>
Delaware 6.94 6.83
- --------------
<S> <C> <C>
Florida 6.61 6.50
- --------------
<S> <C> <C>
Georgia 6.79 6.68
- --------------
<S> <C> <C>
Hawaii 6.71 6.60
- --------------
<S> <C> <C>
Idaho 6.29 6.18
- --------------
<S> <C> <C>
Illinois 9.55 9.39
- --------------
<S> <C> <C>
Indiana 6.86 6.74
- --------------
<S> <C> <C>
Iowa 6.57 6.46
- --------------
<S> <C> <C>
Kansas 6.11 6.01
- --------------
<S> <C> <C>
Kentucky 6.50 6.39
- --------------
<S> <C> <C>
Louisiana 6.11 6.01
- --------------
<S> <C> <C>
Maine 6.58 6.48
- --------------
<S> <C> <C>
Maryland 6.78 6.67
- --------------
<S> <C> <C>
Massachusetts 6.48 6.38
- --------------
<S> <C> <C>
Michigan 6.11 6.01
- --------------
<S> <C> <C>
Minnesota 6.53 6.43
- --------------
<S> <C> <C>
Mississippi 6.56 6.46
- --------------
<S> <C> <C>
Missouri 6.11 6.01
- --------------
<S> <C> <C>
Montana 6.75 6.64
- --------------
</TABLE>
This Chart incorporates current applicable State income tax rates and assumes
that all income would otherwise be taxed at the investor's highest tax rate. If
you live in a locality which imposes local personal income taxes, the fully
taxable equivalent return may be greater than as shown on this chart. Yield
figures are for example only.
(1) Based upon net amount subject to State income tax after deductions and
exemptions. This Chart does not reflect other possible tax factors, such as
the alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions and the possible partial disallowance of
deductions. Consequently, Holders are urged to consult their own tax
advisors in this regard.
(2) This state allows in any taxable year, the deduction from gross income of
payments of federal tax liability in that year.
(3) This state allows in any taxable year, the deduction from gross income of
50% of amounts paid on federal tax liability in that year.
(4) The maximum applicable rate may be 7% if the taxpayer chooses not to deduct
payments of federal tax liability.
(5) This rate is calculated as a percentage of the highest federal personal
income tax rate of 39.6%.
(6) The rate shown includes the maximum surtax imposed by this state of 6% of
federal personal income tax liability.
(7) The maximum applicable rate may be 14% of adjusted federal personal income
tax liability if the state tax calculated on that basis is less than the
state tax calculated on the basis of the rate shown above.
(8) An alternate basic tax may be assessed if greater than the tax calculated on
the basis of the rate shown above.
A-7
<PAGE>
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------------
Government Securities Income Fund
Monthly Payment U.S. Treasury Series--22
(Laddered Maturities) ______________________________________________May 31, 1995
<TABLE>
<CAPTION>
FACE COST
PORTFOLIO NO. AND TITLE AMOUNT COUPON MATURITY TO FUND(1)
<C> <S> <C> <C> <C> <C>
----------- ------ --------- --------------
1. United States Treasury Notes $ 200,000 7.500% 11/15/01 $ 214,062.00
2. United States Treasury Notes 200,000 6.375 8/15/02 201,750.00
3. United States Treasury Notes 200,000 5.750 8/15/03 193,186.00
4. United States Treasury Notes 200,000 5.875 2/15/04 194,186.00
5. United States Treasury Notes 200,000 6.500 5/15/05 203,000.00
----------- --------------
$ 1,000,000 $ 1,006,184.00
----------- --------------
----------- --------------
</TABLE>
- ---------------
(1) Evaluation of the Securities by the Evaluator is made on the basis of
current offer side evaluation. On this basis, 60% of the Securities were
deposited at a premium and 40% at a discount from par. On the Initial Date
of Deposit, the bid side valuation was 6% lower than the offer side
evaluation.
A-5
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DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
GOVERNMENT SECURITIES INCOME FUND
THIS PART B OF THE PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED OR
PRECEDED BY PART A.
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS OF WRITTEN OR TELEPHONIC REQUEST TO THE TRUSTEE, AT THE ADDRESS
AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
Index
<TABLE>
<S> <C>
PAGE
Fund Description.......................... 1
Risk Factors.............................. 2
How to Buy Units.......................... 3
How to Sell Units......................... 3
Income and Distributions.................. 4
Fund Expenses............................. 4
Taxes..................................... 5
Records and Reports....................... 7
PAGE
Trust Indenture........................... 7
Miscellaneous............................. 8
Supplemental Information.................. 9
Appendix A--Description of Ratings........ a-1
Appendix B--Sales Charge Schedules........ b-1
</TABLE>
FUND DESCRIPTION
PORTFOLIO SELECTION
Professional buyers and research analysts for Defined Asset Funds, with
access to extensive research, selected the Securities for the Portfolio after
considering the Fund's investment objectives as well as the availability of the
Securities (all Securities in the Portfolio were issued after July 18, 1984),
the price of the Securities compared to similar securities and the extent to
which they were trading at discounts or premiums to par, and the maturities of
the Securities. Only issues meeting these stringent criteria of the Defined
Asset Funds team of dedicated research analysts are included in the Portfolio.
No leverage or borrowing is used nor does the Portfolio contain other kinds of
securities to enhance yield. A summary of the Securities in the Portfolio
appears in Part A of the Prospectus.
The deposit of the Securities in the Fund on the initial date of deposit
established a proportionate relationship among the face amounts of the
Securities.During the 90-day period following the initial date of deposit the
Sponsors may deposit additional Securities in order to create new Units,
maintaining to the extent possible that original proportionate relationship.
Deposits of additional Securities subsequent to the 90-day period must generally
replicate exactly the proportionate relationship among the face amounts of the
Securities at the end of the initial 90-day period.
Yields on U.S. Government securities depend on many factors including
general money market conditions, general conditions of the bond markets and
prevailing interest rates.
Because each Defined Asset Fund is a preselected portfolio of securities,
you know the terms of the Securities before you invest. Of course, the Portfolio
will change somewhat over time, as additional Securities are deposited in order
to create new Units, and as Securities mature, are redeemed or are sold to meet
Unit redemptions or in other limited circumstances. Because the Portfolio is not
actively managed and principal is returned as the Securities are disposed of,
this principal should be relatively unaffected by changes in interest rates.
PORTFOLIO SUPERVISION
The Fund follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. Experienced financial analysts regularly review the Portfolio
and a Security may be sold in certain circumstances including the occurrence of
a default in payment on the Security or any other securities backed by the full
faith and credit of the United States, institution of certain legal proceedings,
if the Security becomes inconsistent with the Fund's investment objectives, a
decline in the price of the Security or the occurrence of other market or credit
factors that, in the opinion of Defined Asset Funds research analysts, makes
retention of the Security detrimental to the interests of investors.
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The Sponsors and the Trustee are not liable for any default or defect in a
Security. If a contract to purchase any Security fails, the Sponsors may
generally deposit a replacement security so long as it is a security issued by
the U.S. Treasury, has a fixed maturity date substantially similar to the failed
Security and does not cause the Fund to cease to be rated AAA by Standard &
Poor's. A replacement security must be deposited within 110 days after deposit
of the failed contract, at a cost that does not exceed the funds reserved for
purchasing the failed Security and at a yield to maturity and current return
substantially equivalent (considering then current market conditions and
relative creditworthiness) to those of the failed Security, as of the date the
failed contract was deposited.
FUND RATING
_____Units of the Fund have been rated AAA by Standard & Poor's. (See Appendix
A.) Standard & Poor's has been compensated by the Underwriters for its services.
RISK FACTORS
An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline with increases in interest rates.
Generally speaking, securities with longer maturities will fluctuate in value
more than securities with shorter maturities. In recent years there have been
wide fluctuations in interest rates and in the value of fixed-rate bonds
generally. The Sponsors cannot predict the direction or scope of any future
fluctuations.
Certain of the Securities may have been deposited at a market discount or
premium principally because their interest rates are lower or higher than
prevailing rates on comparable debt securities. The current returns of market
discount securities are lower than comparably rated securities selling at par
because discount securities tend to increase in market value as they approach
maturity. The current returns of market premium securities are higher than
comparably rated securities selling at par because premium securities tend to
decrease in market value as they approach maturity. Because part of the purchase
price is returned through current income payments and not at maturity, an early
redemption at par of a premium security will result in a reduction in yield to
the Fund. Market premium or discount attributable to interest rate changes does
not indicate market confidence or lack of confidence in the issue.
_____The U.S. Treasury obligations included in the Portfolio, though backed by
the full faith and credit of the United States, are subject to changes in market
value when interest rates fluctuate. The Fund seeks to protect against declining
interest rates by investing a portion of the Portfolio in longer-term
Securities, while if interest rates rise investors will be able to reinvest the
proceeds of principal returned each year in higher yielding obligations. It is
anticipated that equal portions of principal invested will be returned annually
as Securities mature.
LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation as of the date of this
Prospectus which might reasonably be expected to have a material adverse effect
upon the Fund. At any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Fund.
PAYMENT OF THE SECURITIES AND LIFE OF THE FUND
The size and composition of the Fund will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units and
whether or not the Sponsors are able to sell the Units acquired by them in the
secondary market. As a result, Units offered in the secondary market may not
represent the same face amount of Securities as on the initial date of deposit.
Factors that the Sponsors will consider in determining whether or not to sell
Units acquired in the secondary market include the size of the Fund relative to
its original size, the ratio of Fund expenses to income, the Fund's current and
long-term returns, the degree to which Units may be selling at a premium over
par and the cost of maintaining a current prospectus for the Fund. These factors
may also lead the Sponsors to seek to terminate the Fund earlier than its
mandatory termination date.
FUND TERMINATION
The Fund will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It will terminate earlier upon the
disposition of the last Security or upon the consent of investors holding 51% of
the Units. The Fund may also be terminated earlier by the Sponsors once the
total assets of the Fund have fallen below the minimum value specified in Part A
of the Prospectus. A decision by the Sponsors to terminate the Fund early will
be based on factors similar to those considered by the Sponsors in determining
whether to continue the sale of Units in the secondary market.
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Notice of impending termination will be provided to investors and
thereafter Units will no longer be redeemable. On or shortly before termination,
the Fund will seek to dispose of any Securities remaining in the Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.
HOW TO BUY UNITS
PUBLIC OFFERING PRICE
Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price plus accrued interest on the Units.
The Public Offering Price varies each Business Day with changes in the value of
the Portfolio and other assets and liabilities of the Fund. In the initial
offering period, the Public Offering Price is based on the next offer side
evaluation of the Securities, and includes a sales charge based on the number of
Units of the Fund and any other Monthly Payment U.S. Treasury Series of
Government Securities Income Fund purchased on any one day by a single purchaser
(see Initial Offering sales charge schedule in Appendix B). In the secondary
market (after the initial offering period), the Public Offering Price is based
on the bid side evaluation of the Bonds, and includes a sales charge based on
the number of Units of the Fund purchased in the secondary market on the same
day by a single purchaser (see Secondary Market sales charge schedule in
Appendix B). Purchases in the secondary market of one or more Series sponsored
by the Sponsors that have the same rates of sales charge may be aggregated.
_____To qualify for a reduced sales charge, the dealer must confirm that the
sale is to a single purchaser or is purchased for its own account and not for
distribution. For these purposes, Units held in the name of the purchaser's
spouse or child under 21 years of age are deemed to be purchased by a single
purchaser. A trustee or other fiduciary purchasing securities for a single trust
estate or single fiduciary account is also considered a single purchaser. This
procedure may be amended or terminated at any time without notice.
Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at any time at prices
including a sales charge of not less than $5 per 1,000 Units.
Net accrued interest is added to the Public Offering Price, the Sponsors'
Repurchase Price and the Redemption Price per Unit. This represents the interest
accrued on the Securities, net of Fund expenses, from the initial date of
deposit to, but not including, the settlement date for Units (less any prior
distributions of interest income to investors). Securities deposited also carry
accrued but unpaid interest up to the initial date of deposit. To avoid having
investors pay this additional accrued interest (which earns no return) when they
purchase Units, the Trustee advances and distributes this amount to the
Sponsors; it recovers this advance from interest received on the Securities.
Because of varying interest payment dates on the Securities, accrued interest at
any time will exceed the interest actually received by the Fund.
EVALUATIONS
Evaluations are determined by the independent Evaluator on each Business
Day. This excludes Saturdays, Sundays and the following holidays as observed by
the New York Stock Exchange: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas, and the
following Federal holidays: Martin Luther King's Birthday, Columbus Day and
Veterans Day. Securities evaluations are generally determined on the basis of
current bid or offer prices for the Securities or comparable securities or by
appraisal or by any combination of these methods. Under current market
conditions the bid price for Treasury obligations of the type deposited in the
Portfolio are expected to be approximately .10% less than the offer price.
Neither the Sponsors, the Trustee or the Evaluator will be liable for errors in
the Evaluator's judgment. The fees of the Evaluator will be borne by the Fund.
CERTIFICATES
Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Sell Units--Trustee's Redemption of
Units). Certain Sponsors collect additional charges for registering and shipping
Certificates to purchasers. Lost or mutilated Certificates can be replaced upon
delivery of satisfactory indemnity and payment of costs.
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HOW TO SELL UNITS
SPONSORS' MARKET FOR UNITS
You can sell your Units at any time without a fee. The Sponsors (although
not obligated to do so) will normally buy any Units offered for sale at the
repurchase price next computed after receipt of the order. The Sponsors have
maintained secondary markets in Defined Asset Funds for over 20 years. Primarily
because of the sales charge and fluctuations in the market value of the
Securities, the sale price may be less than the cost of your Units. You should
consult your financial professional for current market prices to determine if
other broker-dealers or banks are offering higher prices for Units.
The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons; in that event, the
Sponsors may still purchase Units at the redemption price as a service to
investors. The Sponsors may reoffer or redeem Units repurchased.
TRUSTEE'S REDEMPTION OF UNITS
You may redeem your Units by sending the Trustee a redemption request
together with any certificates you hold. Certificates must be properly endorsed
or accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. In certain instances, additional documents may be required
such as a certificate of death, trust instrument, certificate of corporate
authority or appointment as executor, administrator or guardian. If the Sponsors
are maintaining a market for Units, they will purchase any Units tendered at the
repurchase price described above. The Fund has no back-end load or 12b-1 fees,
so there is never a fee for cashing in your investment (see Appendix B). If they
do not purchase Units tendered, the Trustee is authorized in its discretion to
sell Units in the over-the-counter market if it believes it will obtain a higher
net price for the redeeming investor.
_____All redemptions will be made in kind. By the seventh calendar day after
tender, an amount and value of Securities per Unit, together with a pro rata
portion of the cash balance in the Fund, equal to the Redemption Price per Unit,
will be paid over to the Trustee, as distribution agent, and either held for the
account of the investor or disposed of in accordance with instructions of the
investor. Any brokerage commissions on sales of Securities in connection with
in-kind redemptions will be borne by the redeeming investors.
Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the Securities not reasonably
practicable, or for any other period permitted by the SEC.
INCOME AND DISTRIBUTIONS
INCOME
Interest received is credited to an Income Account and other receipts to a
Capital Account. A Reserve Account may be created by withdrawing from the Income
and Capital Accounts amounts considered appropriate by the Trustee to reserve
for any material amount that may be payable out of the Fund.
DISTRIBUTIONS
Each Unit receives an equal share of monthly distributions of interest
income net of estimated expenses. Interest on the Securities is generally
received by the Fund on a semi-annual or annual basis. Because interest on the
Securities is not received at a constant rate throughout the year, any Monthly
Income Distribution may be more or less than the interest actually received. To
eliminate fluctuations in the Monthly Income Distribution, the Trustee will
advance amounts necessary to provide approximately equal interest distributions;
it will be reimbursed, without interest, from interest received on the
Securities, but the Trustee is compensated, in part, by holding the Fund's cash
balances in non-interest bearing accounts. Along with the Monthly Income
Distributions, the Trustee will distribute the investor's pro rata share of
principal received from any disposition of a Security to the extent available
for distribution. As each Security in the Portfolio matures, the balance in the
Capital Account will be distributed on or about the second business day
following the maturity date to investors of record on the business day
immediately preceding the distribution day.
The initial estimated annual income per Unit, after deducting estimated
annual Fund expenses as stated in Part A of the Prospectus, will change as
Securities mature, are called or sold or otherwise disposed of, as replacement
obligations are deposited and as Fund expenses change. Because the Portfolio is
not actively managed, income distributions will generally not be affected by
changes in interest rates and the amount of income should
4
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be substantially maintained as long as the Portfolio remains unchanged; however,
optional redemptions of Securities or other Portfolio changes may occur more
frequently when interest rates decline, which would result in early returns of
principal and possibly earlier termination of the Fund.
FUND EXPENSES
Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
Trustee's annual fee is payable in monthly installments. The Trustee also
benefits when it holds cash for the Fund in non-interest bearing accounts.
Possible additional charges include Trustee fees and expenses for maintaining
the Fund's registration statement current with Federal and State authorities,
extraordinary services, costs of indemnifying the Trustee and the Sponsors,
costs of action taken to protect the Fund and other legal fees and expenses,
Fund termination expenses and any governmental charges. The Trustee has a lien
on Fund assets to secure reimbursement of these amounts and may sell Securities
for this purpose if cash is not available. The Sponsors receive an annual fee of
a maximum of $0.25 per $1,000 face amount to reimburse them for the cost of
providing Portfolio supervisory services to the Fund. While the fee may exceed
their costs of providing these services to the Fund, the total supervision fees
from all Series of Government Securities Income Fund will not exceed their costs
for these services to all of those Series during any calendar year. The Sponsors
may also be reimbursed for their costs of providing bookkeeping and
administrative services to the Fund, currently estimated at $0.10 per Unit. The
Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation without
investors' approval.
All or some portion of the expenses incurred in establishing the Fund,
including the cost of the initial preparation of documents relating to the Fund,
Federal and State registration fees, the initial fees and expenses of the
Trustee, legal expenses and any other out-of-pocket expenses will be paid by the
Fund and amortized over five years. Any balance of the expenses incurred in
establishing the Fund, as well as advertising and selling expenses will be paid
from the Underwriting Account at no charge to the Fund. Sales charges on Defined
Asset Funds range from under 1.0% to 5.5%. This may be less than you might pay
to buy and hold a comparable managed fund. Defined Asset Funds can be a
cost-effective way to purchase and hold investments. Annual operating expenses
are generally lower than for managed funds. Because Defined Asset Funds have no
management fees, limited transaction costs and no ongoing marketing expenses,
operating expenses are generally less than 0.25% a year. When compounded
annually, small differences in expense ratios can make a big difference in your
investment results.
TAXES
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Fund is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Security in the Fund under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Code'). The total cost to an investor of his Units, including sales
charges, is allocated to his pro rata portion of each Security, in
proportion to the fair market values thereof on the date the investor
purchases his Units, in order to determine his tax basis for his pro rata
portion of each Security.
Each investor will be considered to have received the interest on his
pro rata portion of each Security when interest on the Security is received
by the Fund. An individual investor who itemizes deductions may deduct his
pro rata share of fees and other expenses of the Fund only to the extent
that such amount together with the investor's other miscellaneous
deductions exceeds 2% of his adjusted gross income.
If an investor's tax basis for his pro rata portion of a Security
exceeds the redemption price at maturity thereof (subject to certain
adjustments), the investor will be considered to have purchased his pro
rata portion of the Security at a 'bond premium'. The investor may elect to
amortize the bond premium prior to the maturity of the Security. The amount
amortized in any year should be applied to offset the investor's interest
from the Security and will result in a reduction of basis for his pro rata
portion of the Security.
An investor will recognize taxable gain or loss when all or part of
his pro rata portion of a Security is disposed of by the Fund or when he
sells or redeems all or some of his Units. Any such taxable gain or loss
will be capital gain or loss, except that any gain from the disposition of
an investor's pro rata portion of a Security acquired by the investor at a
'market discount' (i.e., where the investor's tax basis for his pro rata
portion of the Security is less than its stated redemption price at
maturity) will be treated as ordinary income to the extent the gain does
not exceed the accrued market discount.
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_____A distribution to an investor of Securities upon redemption of Units
will not be a taxable event to the investor or to nonredeeming investors.
The redeeming investor's basis for the Securities will be equal to the
basis for the Securities (previously represented by his Units) prior to the
redemption, and his holding period for the Securities will include the
period during which he held his Units. However, the investor will recognize
taxable gain or loss when he sells the Securities so distributed for cash.
Under the income tax laws of the State and City of New York, the Fund
is not an association taxable as a corporation and income received by the
Fund will be treated as the income of the investors.
Notwithstanding the foregoing, an investor who is a non-resident alien
individual or a foreign corporation (a 'Foreign Investor') will generally
not be subject to U.S. federal income taxes, including withholding taxes,
on the interest income on, or any gain from the sale or other disposition
of, his pro rata portion of any Security provided that (i) the interest
income or gain is not effectively connected with the conduct by the Foreign
Investor of a trade or business within the United States, (ii) with respect
to any gain, the Foreign Investor (if an individual) is not present in the
United States for 183 days or more during the taxable year and (iii) the
Foreign Investor provides the required certification of his status and of
certain other matters. Withholding agents will file with the Internal
Revenue Service foreign person information returns with respect to such
interest payments accompanied by such certifications. Foreign Investors
should consult their own tax advisers with respect to United States federal
income tax consequences of ownership of Units.
* * *
After the end of each calendar year, the Trustee will furnish to each
investor an annual statement containing information relating to the interest
received by the Fund on the Securities, the gross proceeds received by the Fund
from the disposition of any Security (resulting from redemption or payment at
maturity of any Security or the sale by the Fund 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.
_____The Sponsors believe that investors who are individuals 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) derived from the Fund 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
which 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 indebtedness incurred to purchase
or carry their Units. Therefore, even though the Sponsors believe that interest
income from the Fund is exempt from state and local personal income taxes in all
states, investors should consult their own tax advisers with respect to state
and local taxation.
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 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 advisors with respect
to the establishment and maintenance of any of these plans. These plans are
offered by brokerage firms, including the Sponsor of this Fund, and any 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 ($2,250 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 ($2,250 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute
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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 married individuals
filing a joint return) or $200 (in the case of a married individual filing a
separate return). 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. Taxable distributions made before attainment of age 59 1/2, except in
the case of a 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.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a coproration may purchase Units of the Fund.
RECORDS AND REPORTS
The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Securities and a copy of the Indenture, and
supplemental information on the operations of the Fund and the risks associated
with the Securities held by the Fund, which may be inspected by investors at
reasonable times during business hours.
With each distribution, the Trustee includes a statement of the interest
and any other receipts being distributed. Within five days after deposit of
Securities in exchange or substitution for Securities (or contracts) previously
deposited, the Trustee will send a notice to each investor, identifying both the
Securitiesremoved and the replacement Securities deposited. The Trustee sends
each investor of record an annual report summarizing transactions in the Fund's
accounts and amounts distributed during the year and Securities held, the number
of Units outstanding and the Redemption Price at year end, the interest received
by the Fund on the Securities, the gross proceeds received by the Fund from the
disposition of any Security (resulting from redemption or payment at maturity or
sale of any Security), and the fees and expenses paid by the Fund, among other
matters. The Trustee will also furnish annual information returns to each
investor. Investors may obtain copies of Security evaluations from the Trustee
to enable them to comply with federal and state tax reporting requirements. Fund
accounts are audited annually by independent accountants selected by the
Sponsors. Audited financial statements are available from the Trustee on
request.
TRUST INDENTURE
The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors, the Trustee and the Evaluator. This Prospectus
summarizes various provisions of the Indenture, but each statement is qualified
in its entirety by reference to the Indenture.
The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified on the substance of any amendment.
The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The Evaluator may resign or be removed by the Sponsors and the
Trustee without the investors' consent. The resignation or removal of either
becomes effective upon acceptance of appointment by a successor; in this case,
the Sponsors will use their best efforts to appoint a successor promptly;
however, if upon resignation no successor has accepted appointment within 30
days after notification, the resigning Trustee or Evaluator may apply to a court
of competent jurisdiction to appoint a successor.
Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains and is agreeable to the resignation. A new Sponsor may be
appointed by the remaining Sponsors and the Trustee to assume the duties of the
resigning Sponsor. If there is only one Sponsor and it fails to perform its
duties or becomes incapable of acting or bankrupt or its affairs are taken over
by public authorities, the Trustee may appoint a successor
7
<PAGE>
<PAGE>
Sponsor at reasonable rates of compensation, terminate the Indenture and
liquidate the Fund or continue to act as Trustee without a Sponsor. Merrill
Lynch, Pierce, Fenner & Smith Incorporated has been appointed as Agent for the
Sponsors by the other Sponsors.
The Sponsors, the Trustee and the Evaluator are not liable to investors or
any other party for any act or omission in the conduct of their responsibilities
absent bad faith, willful misfeasance, negligence (gross negligence in the case
of a Sponsor or the Evaluator) or reckless disregard of duty. The Indenture
contains customary provisions limiting the liability of the Trustee.
MISCELLANEOUS
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.
AUDITORS
The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.
TRUSTEE
The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and either the
Comptroller of the Currency or state banking authorities.
SPONSORS
The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect
wholly-owned subsidiary of The Travelers Inc.; Prudential Securities
Incorporated, an indirect wholly-owned subsidiary of the Prudential Insurance
Company of America; Dean Witter Reynolds, Inc., a principal operating subsidiary
of Dean Witter Discover & Co. and PaineWebber Incorporated, a wholly-owned
subsidiary of PaineWebber Group Inc. Each Sponsor, or one of its predecessor
corporations, has acted as Sponsor of a number of series of unit investment
trusts. Each Sponsor has acted as principal underwriter and managing underwriter
of other investment companies. The Sponsors, in addition to participating as
members of various selling groups or as agents of other investment companies,
execute orders on behalf of investment companies for the purchase and sale of
securities of these companies and sell securities to these companies in their
capacities as brokers or dealers in securities.
PUBLIC DISTRIBUTION
In the initial offering period Units will be distributed to the public
through the Underwriting Account and dealers who are members of the National
Association of Securities Dealers, Inc. The initial offering period is 30 days
or less if all Units are sold. If some Units initially offered have not been
sold, the Sponsors may extend the initial offering period for up to four
additional successive 30-day periods.
The Sponsors intend to qualify Units for sale in all states in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.
The Sponsors do not intend to qualify Units for sale in any foreign countries
and this Prospectus does not constitute an offer to sell Units in any country
where Units cannot lawfully be sold. Sales to dealers and to introducing
dealers, if any, will initially be made at prices which represent a concession
from the Public Offering Price, but the Agent for the Sponsors reserves the
right to change the rate of any concession from time to time. Any dealer or
introducing dealer may reallow a concession up to the concession to dealers.
UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters will be entitled to receive sales
charges. The Sponsors also realize a profit or loss on deposit of the Securities
equal to the difference between the cost of the Securities to the Fund (based on
the offer side evaluation on the initial date of deposit) and the Sponsors' cost
of the Securities. During the initial offering period, the Underwriting Account
also may realize profits or sustain losses as a result of fluctuations after the
initial date of deposit in the Public Offering Price of the Units. In
maintaining a secondary market for Units, the Sponsors will also realize profits
or sustain losses in the amount of any difference between the prices at which
they buy Units and the prices at which they resell these Units (which include
the sales charge) or the prices at which they redeem the Units. Cash, if any,
made available by buyers of Units to the Sponsors
8
<PAGE>
<PAGE>
prior to a settlement date for the purchase of Units may be used in the
Sponsors' businesses to the extent permitted by Rule 15c3-3 under the Securities
Exchange Act of 1934 and may be of benefit to the Sponsors.
FUND PERFORMANCE
Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of income and principal
distributions reinvested, may be included from time to time in advertisements,
sales literature, reports and other information furnished to current or
prospective investors. Total return figures are not averaged, and may not
reflect deduction of the sales charge, which would decrease the return. Average
annualized return figures reflect deduction of the maximum sales charge. No
provision is made for any income taxes payable.
Past performance may not be indicative of future results. The Fund is not
actively managed. Unit price and return fluctuate with the value of the
Securities in the Portfolio, so there may be a gain or loss when Units are sold.
Fund performance may be compared to performance data from publications such
as Donoghue's Money Fund Report, Lehman Brothers Intermediate Treasury Bond
Index, Lipper Analytical Services, Inc., Morningstar Publications, Inc., Money
Magazine, The New York Times, U.S. News and World Report, Barron's, Business
Week, CDA Investment Technology, Inc., Forbes Magazine or Fortune Magazine. As
with other performance data, performance comparisons should not be considered
representative of the Fund's relative performance for any future period.
DEFINED ASSET FUNDS
For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio of bonds and the return are relatively fixed) and
'hold with confidence' (because the portfolio is professionally selected and
regularly reviewed). Defined Asset Funds offers an array of simple and
convenient investment choices, suited to fit a wide variety of personal
financial goals--a buy and hold strategy for capital accumulation, such as for
children's education or retirement, or attractive, regular current income
consistent with the preservation of principal. Unit investment trusts are
particularly suited for the many investors who prefer to seek long-term income
by purchasing sound investments and holding them, rather than through active
trading. Few individuals have the knowledge, resources or capital to buy and
hold a diversified portfolio on their own; it would generally take a
considerable sum of money to obtain the breadth and diversity that Defined Asset
Funds offer. One's investment objectives may call for a combination of Defined
Asset Funds.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
SUPPLEMENTAL INFORMATION
Upon written or telephonic request to the Trustee shown on the back cover
of this Prospectus, investors will receive at no cost to the investor
supplemental information about the Fund, which has been filed with the SEC. The
supplemental information includes more detailed risk factor disclosure about the
types of Securities that may be part of the Fund's Portfolio and general
information about the structure and operation of the Fund.
9
<PAGE>
<PAGE>
APPENDIX A
DESCRIPTION OF RATINGS (AS DESCRIBED BY STANDARD & POOR'S RATINGS GROUP,
__A DIVISION OF MCGRAW HILL, INC.)
A Standard & Poor's rating on the units of an investment trust (hereinafter
referred to collectively as 'units' and 'funds') is a current assessment of
creditworthiness with respect to the investments held by the fund. This
assessment takes into consideration the financial capacity of the issuers and of
any guarantors, insurers, lessees, or mortgagors with respect to such
investments. The assessment, however, does not take into account the extent to
which fund expenses will reduce payment to an investor of the interest and
principal required to be paid on portfolio assets. In addition, the rating is
not a recommendation to purchase, sell, or hold units, as the rating does not
comment as to market price of the units or suitability for a particular
investor.
_____Funds rated AAA are composed exclusively of assets that are rated AAA by
Standard & Poor's and/or certain short-term investments. This AAA rating is the
highest rating assigned by Standard & Poor's to a security. Capacity to pay
interest and repay principal is extremely strong.
a-1
<PAGE>
<PAGE>
APPENDIX B
INITIAL OFFERING SALES CHARGE SCHEDULE
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
---------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS PRIMARY MARKET
OFFER SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC CONCESSION TO
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE INTRODUCING DEALERS
- ------------------------------------------- ----------------- ------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Less than 500,000.......................... 2.00 % 2.041 % 1.300 % $ 14.40
500,000 - 999,999.......................... 1.50 1.523 0.975 10.80
1,000,000 or more.......................... 1.00 1.010 0.650 7.20
</TABLE>
SECONDARY MARKET SALES CHARGE SCHEDULE
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
--------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS
BID SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE
--------------- ------------- --------------------
<S> <C> <C> <C>
Less than 500,000..................................... 2.25% 2.302% 1.463%
500,000 - 999,999..................................... 1.75 1.781 1.138
1,000,000 or more..................................... 1.25 1.266 0.813
</TABLE>
b-1
<PAGE>
<PAGE>
Defined
Asset FundsSM
<TABLE>
<S> <C>
Sponsors/Underwriters: Government Securities Income Fund
Merrill Lynch, Monthly Payment
Pierce, Fenner &
Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, NJ
08543-9051
(609) 282-8500
U.S. Treasury Series--22
Smith Barney Inc. (Laddered Maturities)
Unit Trust A Unit Investment Trust
Department
388 Greenwich
Street--23rd Floor
New York, NY 10013
1-800-223-2532
PaineWebber
Incorporated
1200 Harbor Blvd. Units of this Fund may no longer be available and
Weehawken, NJ 07087 therefore information contained herein may be subject to
(201) 902-3000 amendment. A registration statement relating to
securities of a future series has been filed with the
Securities and Exchange Commission.
Prudential These securities may not be sold nor may offers to buy be
Securities accepted prior to the time the registration statement
Incorporated becomes effective. For more complete information about a
One Seaport Plaza future series, including additional information on
199 Water Street charges and
New York, NY 10292
(212) 776-1000
Dean Witter Reynolds expenses, please call or write one of the Sponsors listed
Inc. here for a prospectus. Read the prospectus before you
Two World Trade invest or send money.
Center
59th Floor
New York, NY 10048
(212) 392-2222
------------------------------------
Additional
Underwriters:
Gruntal & Co. This Prospectus does not contain all of the information
Incorporated with respect to the investment company set forth in its
14 Wall Street registration statement and exhibits relating thereto
New York, NY 10005 which have been filed with the Securities and Exchange
(212) 000-0000 Commission, Washington,
Mabon Securities D.C. under the Securities Act of 1933 and the Investment
Group Company Act of 1940, and to which reference is hereby
165 Broadway made.
New York, NY 10006
(212) 000-0000
Evaluator:
Kenney S&P ------------------------------------
Evaluation Services
65 Broadway No person is authorized to give any information or to
New York, NY 10006 make any representations with respect to this investment
company not contained in this Prospectus; and any
information or
Independent representation not contained herein must not be relied
Accountants: upon as having been authorized. This Prospectus does not
Deloitte & Touche constitute an offer to sell or a solicitation of an offer
LLP to buy securities in any state in which such offer,
1633 Broadway solicitation or sale
3rd Floor
New York, NY 10019
Trustee: would be unlawful prior to registration or qualification
The Chase Manhattan under the securities laws of any such state.
Bank, N.A.
(a National Banking
Association)
Defined Asset Funds
P.O. Box 2051
New York, NY 10081
1-800-323-1508
</TABLE>
15106-5/95
<PAGE>
<PAGE>
PART II
Additional Information Not Included in the Prospectus
<TABLE>
<C> <S> <C> <C>
A. The following information relating to the Depositors is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement.
SEC FILE OR
IDENTIFICATION NUMBER DATE FILED
---------------------- -----------------
I. Bonding Arrangements and Date of Organization of the
Depositors filed pursuant to Items A and B of Part II
of the Registration Statement on Form S-6 under the
Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith Incorporated.... 2-52691 1/17/95
Prudential Securities Incorporated.................... 2-61418 6/29/89
Smith Barney Inc...................................... 33-29106 11/18/83
Dean Witter Reynolds Inc.............................. 2-60599 4/26/78
PaineWebber Incorporated.............................. 2-87965 1/4/78
II. Information as to Officers and Directors of the
Depositors filed pursuant to Schedules A and D of Form
BD under Rules 15b1-1 and 15b3-1 of the Securities
Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated.... 8-7721 5/26/94, 6/29/92
Prudential Securities Incorporated.................... 8-12321 8/29/94, 8/2/93
Smith Barney Inc...................................... 8-8177 4/20/94, 7/31/86
Dean Witter Reynolds Inc.............................. 8-14172 6/30/94, 6/20/88
PaineWebber Incorporated.............................. 8-16267 2/23/94, 4/9/91
III. Charter documents of the Depositors filed as Exhibits to
the Registration Statement on Form S-6 under the
Securities Act of 1933 (Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith Incorporated.... 2-73866, 2-77549 9/22/81, 6/15/82
Prudential Securities Incorporated.................... 2-86941, 2-86941 3/30/88
Smith Barney Inc...................................... 33-20499 11/18/83
Dean Witter Reynolds Inc.............................. 2-60599, 2-86941 3/4/75
PaineWebber Incorporated.............................. 2-87965, 2-87965 1/4/78
B. The Internal Revenue Service Employer Identification Numbers of the Sponsors and Trustee are as
follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated.... 13-5674085
Prudential Securities Incorporated.................... 13-6134767
Smith Barney Inc...................................... 13-1912900
Dean Witter Reynolds Inc.............................. 94-1671384
PaineWebber Incorporated.............................. 13-2638166
The Chase Manhattan Bank, N.A......................... 13-2633612
</TABLE>
II-1
<PAGE>
<PAGE>
SERIES OF GOVERNMENT SECURITIES INCOME FUND,
MUNICIPAL INVESTMENT TRUST FUND,
EQUITY INCOME FUND AND DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
<S> <C>
Government Securities Income Fund, Monthly Payment U.S. Treasury Series-1............... 2-81969
Municipal Investment Trust Fund, Four Hundred Thirty-Eighth Monthly Payment Series...... 33-16561
Government Securities Income Fund, Monthly Payment U.S. Treasury Series-8............... 33-31728
Municipal Investment Trust Fund, Multistate Series-48................................... 33-50247
Government Securities Income Fund, U.S. Treasury Strategy Trust-1....................... 33-48915
Defined Asset Funds Municipal Insured Series............................................ 33-54565
Equity Income Fund, Select Ten Portfolio--1995 Series................................... 33-55807
</TABLE>
CONTENTS OF REGISTRATION STATEMENT
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
Cross-Reference Sheet to the Registration
Statement of Defined Asset Funds, Municipal Insured Series, 1933 Act File No.
33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II). Consent
of independent accountants.
The following exhibits:
<TABLE>
<S> <C> <C>
1.1 -- Form of Trust Indenture.
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective 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).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by reference to Exhibit 1.2
to the Registration Statement of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in Exhibit 1.1.1).
3.1 -- Opinion of counsel as to the legality of the securities being issued including their
consent to the
use of their names under the headings 'Taxes' and 'Miscellaneous--Legal Opinion' in
the
Prospectus.
4.1.1 -- Consent of the Evaluator.
4.1.2 -- Consent of Rating Agency.
5.1 -- Consent of Independent Accountants
9.1 -- Information Supplement
</TABLE>
R-1
<PAGE>
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Government
Securities Income Fund, Municipal Investment Trust Fund, Equity Income Fund and
Defined Asset Funds Municipal Insured Series listed on page R-1 for the purposes
of the representations required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined
by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 31ST DAY OF MAY,
1995.
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 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 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 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.
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.
R-2
<PAGE>
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney have been filed under Form
the Board of Directors of Merrill Lynch, Pierce, SE and the following 1933 Act File Numbers:
Fenner & Smith Incorporated: 33-43466 and 33-51607
</TABLE>
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
ERNEST V. FABIO
-----------------------------
By: ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
<PAGE>
SMITH BARNEY INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney have been filed under the
the Board of Directors of Smith Barney Inc.: following 1933 Act File Numbers: 33-56722
and 33-51999
</TABLE>
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
GINA LEMON
------------------------
By: GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney are being filed under Form
the Executive Committee of the Board of Directors of SE and the following 1933 Act File Number:
PaineWebber Incorporated: 33-55073
</TABLE>
PAUL B. GUENTHER
DONALD B. MARRON
JOSEPH J. GRANO, JR.
LEE FENSTERSTOCK
ROBERT E. HOLLEY
---------------------------------
By: ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)
R-5
<PAGE>
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney have been filed under Form
the Board of Directors of Prudential Securities SE and the following 1933 Act File Number:
Incorporated: 33-41631
</TABLE>
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
RICHARD R. HOFFMANN
---------------------------------------
By: RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-6
<PAGE>
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney are being filed under Form
the Board of Directors of Dean Witter Reynolds Inc.: SE and the following 1933 Act File Number:
33-17085
</TABLE>
NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
MICHAEL D. BROWNE
-----------------------------------
By: MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)
R-7
<PAGE>
<PAGE>
EXHIBIT 1.1
GOVERNMENT SECURITIES INCOME FUND
MONTHLY PAYMENT U.S. TREASURY SERIES--22
DEFINED ASSET FUNDS
REFERENCE TRUST INDENTURE
DATED AS OF MAY 31, 1995
_____This Trust Indenture (the 'Indenture') sets forth certain provisions in
full and incorporates other provisions by reference to the document entitled
'Standard Terms and Conditions of Trust Effective October 21, 1993' (the
'Standard Terms and Conditions of Trust') and such provisions as are set forth
in full herein and such provisions as are incorporated by reference consititute
a single instrument. All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
_____In consideration of the premises and of the mutual agreements herein
contained, the Sponsors, the Trustee and the Evaluator agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
_____Subject to the provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
_____The following special terms and conditions are hereby agreed to:
_____(a) The Securities (or contracts for the purchase of such Securities)
listed under 'Portfolio' in the Prospectus have been deposited with (or assigned
to) the Trustee under this Indenture, and the number of Units specified under
'Investment Summary' in the Prospectus have been delivered to, or assigned in
the name of or on the order of, the Sponsors by the Trustee in exchange
therefor.
_____(b) The Sponsors are Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Smith Barney Inc., PaineWebber Incorporated, Prudential Securities Incorporated
and Dean Witter Reynolds Inc.
_____(c) The Trustee is The Chase Manhattan Bank, N.A.
_____(d) The Evaluator is Kenny S&P Evaluation Services, a Division of J.J.
Kenny Co., Inc.
_____(e) The Trust is organized as a Grantor Trust for Federal tax purposes.
_____(f) Units may be held in certificated form.
_____(g) Section 3.18 is amended to read as follows:
Section 3.18. Expenses Borne by the Trustee. The following organization and
regular and recurring expenses of the Trust shall be borne by the Trustee:
(a) to the extent not borne by the Sponsors, expenses incurred in
establishing the Trust, including the cost of the initial preparation and
typesetting of the registration statement, prospectuses (including
preliminary prospectuses), the indenture, and other documents relating to
the Trust, SEC and state blue sky registration fees, the cost of the
initial valuation of the portfolio and audit of the Trust, the initial fees
and expenses of the Trustee, and legal and other out-of-pocket expenses
related thereto, but not including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other advertising materials and
any other selling expenses, (b) the compensation of the Evaluator provided
for in Section 4.03, (c) auditing fees and, to the extent not borne by
<PAGE>
<PAGE>
the Sponsors, expenses incurred in connection with maintaining the Trust's
registration statement current with Federal and state authorities, (d)
postage, stationery, printing and reproduction charges incurred in
preparing and maintaining the statements and reports furnished pursuant to
Sections 3.07 and 8.03, and the distributions made pursuant to Section 3.05
and the Certificates issued after the Date of Deposit pursuant to Section
6.01; and (e) expenses of any Distribution Agent; provided that the Trustee
shall not be obligated to bear expenses pursuant to clauses (a) through (e)
of this Section for any calendar year of the Turst in excess of the Trustee
Expense Limit (or in excess of a prorated portion of such amount for any
period of less than one year). Expenses of the Trust for any calendar year
in excess of the Trustee Expense Limit shall be deemed to be non-routine
expenses of the Trust payable by the Trustee in accordance with Section
8.05(b).
The 'Trustee Expense Limit' shall initially mean $___ per 1,000 Units,
provided that the amount of the Trustee Expense Limit shall be reviewed at
least annually by the Trustee and the Sponsors and adjusted by the mutual
written agreement of the Trustee and the Sponsors to reflect estimated
expenses of the Trust for the succeeding year (and the 'Trustee Expense
Limit' shall mean thereafter such amount as so adjusted). In connection
with any such review, the Trustee shall furnish to the Sponsors records in
reasonable detail indicating for calendar years ended prior to such review
actual expenses incurred by the Trustee and the Trust and the amounts paid
to the Trustee pursuant to Section 3.04 (a) (1) in such calendar years.
_____(h) Paragraph (b) of Section 7.06 is amended to read as follows:
_____(b) The Sponors shall receive on or promptly after the Date of deposit
upon written certification to the Trustee, reimbursement for any
organization expenses of the Trust included in Section 3.18 (a) as payable
by the Trustee but which were paid by the Sponsors, without profit. The
Sponsors shall also receive as reimbursement for any loss, liability or
expense referred to in Section 7.05 (b) such amounts as they shall from
time to time certify to the Trustee in writing to be their losses,
liabilities and expenses without profit, directly attributable to providing
services to the Trust, increased by the cost of such services provided
directly by the Sponsors, as determined in accordance with generally
accepted accounting principles consistently applied.
<PAGE>
<PAGE>
EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
MAY 31, 1995
Government Securities Income Fund,
Monthly Payment U.S. Treasury Series-22 (Laddered Maturities)
Defined Asset Funds
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
PaineWebber Incorporated
Prudential Securities Incorporated
Dean Witter Reynolds Inc.
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Unit Investment Trusts
P.O. Box 9051
Princeton, N.J. 08543-9051
Dear Sirs:
We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Monthly Payment U.S. Treasury
Series--22 (Laddered Maturities) of Government Securities Income Fund, Defined
Asset Funds (the 'Fund'), in connection with the issuance of units of fractional
undivided interest in the Fund (the 'Units') in accordance with the Trust
Indenture relating to the Fund (the 'Indenture').
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly executed and delivered
by the Sponsors and the Trustee in accordance with the Indenture, will be
legally issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading 'Miscellaneous--Legal Opinion.'
Very truly yours,
Davis Polk & Wardwell
<PAGE>
<PAGE>
EXHIBIT 4.1.1
MAY 31, 1995
Kenny S&P Evaluation Services
A Division of Kenny Information Systems, Inc.
65 Broadway
New York, N.Y. 10006
Telephone 212/770-4405
Fax 212/797-8681
F. A. Shinal
Senior Vice President
Chief Financial Officer
Kenny Information Systems, Inc.
<TABLE>
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated The Chase Manhattan Bank, N.A.
Unit Investment Trust Division 1 Chase Manhattan Plaza-3B
P.O. Box 9051 New York, N.Y. 10081
Princeton, N.J. 08543-9051
</TABLE>
RE: GOVERNMENT SECURITIES INCOME FUND, MONTHLY PAYMENT U.S. TREASURY SERIES-22
(LADDERED MATURITIES),
DEFINED ASSET FUNDS
Gentlemen:
We have examined the Registration Statement No. 33-57173 for the above
captioned fund. We hereby acknowledge that Kenny S&P Evaluation Services, a
division of Kenny Information Systems, Inc. is currently acting as the evaluator
for the Trust. We hereby consent to the use in the Registration Statement of the
reference to Kenny S&P Evaluation Services a division of Kenny Information
Systems, Inc. as evaluator.
You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.
Sincerely,
By:
F. A. Shinal
Senior Vice President
Chief Financial Officer
<PAGE>
<PAGE>
EXHIBIT 4.1.2
MAY 31, 1995
Standard & Poor's Ratings Group
25 Broadway
New York, N.Y. 10004
Telephone 212/208-1061
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Unit Investment Trust Division
P.O. Box 9051
Princeton, N.J. 08543-9051
The Chase Manhattan Bank, N.A.
1 Chase Manhattan Plaza-3B
New York, NY 10081
RE: GOVENMENT SECURITIES INCOME FUND, MONTHLY PAYMENT U.S. TREASURY SERIES-22
(LADDERED MATURITIES),
DEFINED ASSET FUNDS 1933 ACT REGISTRATION NO. 33-57173
Dear Mr. Perini:
Pursuant to your request for a Standard & Poor's rating on the units of the
above-captioned trust, we have reviewed the information presented to us and have
assigned a 'AAA' rating to the units in the trust. The rating is a direct
reflection of the portfolio of the trust, which will be composed solely of U.S.
Treasury Debt Obligations fully guaranteed as to principal and interest by the
full faith and credit of the United States.
You have permission to use the name of Standard & Poor's and the
above-assigned rating in connection with your dissemination of information
relating to these units, provided that it is understood that the rating is not a
'market' rating nor recommendations to buy, hold, or sell the units of the
trust. Further, it should be understood that the rating does not take into
account the extent to which fund expenses or portfolio asset sales for less than
the fund's purchase price will reduce payment to the unit holders of the
interest and principal required to be paid on the portfolio assets. S&P reserves
the right to advise its own clients, subscribers, and the public of the rating.
S&P relies on the Sponsor and its counsel, accountants, and other experts for
the accuracy and completeness of the information submitted in connection with
the ratings. S&P does not independently verify the truth or accuracy of any such
information.
This letter evidences our consent to the use of the name of Standard &
Poor's Corporation and the above-assigned rating in the registration statement
or prospectus relating to the units of the trust. However, this letter should
not be construed as a consent by us, within the meaning of Section 7 of the
Securities Act of 1933, to the use of the name of Standard & Poor's Corporation
in connection with the ratings assigned to the securities contained in the
trust. You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Please be certain to send us three copies of your final prospectus as soon
as it becomes available. Should we not receive them within a reasonable time
after the closing or should they not conform to the representations made to us,
we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to you. Our bill
will be sent to you within one month. If we can be of further help, please do
not hesitate to call upon us.
Very truly yours,
Richard P. Larki
<PAGE>
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Government Securities Income Fund,
Monthly Payment U.S. Treasury Series-22 (Laddered Maturities)
Defined Asset Funds:
We hereby consent to the use in this Registration Statement No. 33-57173 of our
opinion dated May 31, 1995, relating to the Statement of Condition of Government
Securities Income Fund, Monthly Payment U.S. Treasury Series-22 (Laddered
Maturities), Defined Asset Funds, and to the reference to us under the heading
'Auditors' in the Prospectus which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, N.Y.
May 31, 1995
<PAGE>
<PAGE>
EXHIBIT 9.1
GOVERNMENT SECURITIES INCOME FUND - DEFINED ASSET FUNDS
INFORMATION SUPPLEMENT
_____This Information Supplement provides additional information concerning the
structure, operations and risks of government securities trusts (each, a 'Fund')
of Defined Asset Funds not found in the prospectuses for the Funds. This
Information Supplement is not a prospectus and does not include all of the
information that a prospective investor should consider before investing in a
Fund. This Information Supplement should be read in conjunction with the
prospectus for the Fund in which an investor is considering investing
('Prospectus'). Copies of the Prospectus can be obtained by calling or writing
the Trustee at the telephone number and address indicated in Part A of the
Prospectus.
_____This information Supplement is dated May 31, 1995. Capitalized terms have
been defined in the Prospectus.
TABLE OF CONTENTS
<TABLE>
<S> <C>
Description of Portfolio Investments......................................................... 1
Portfolio Supervision...................................................................... 1
Risk Factors................................................................................. 1
U.S. Treasury Series....................................................................... 1
Redemption................................................................................... 1
</TABLE>
DESCRIPTION OF PORTFOLIO INVESTMENT
PORTFOLIO SUPERVISION
_____Each Fund is a unit investment trust which normally follows a buy and hold
investment strategy and is not actively managed. Traditional methods of
investment management for a managed fund (such as a mutual fund) typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. Because a Fund is not actively managed, the
adverse financial condition of an issuer will not necessarily require the sale
of its securities from the Fund. Defined Asset Funds investment professionals
are dedicated exclusively to selecting and then monitoring securities held by
the various Defined Funds. On an on-going basis experienced financial analysts
regularly review the Portfolio of a Fund and may direct the disposition of
securities under any of the following circumstances; (i) a default in payment of
amounts due on any security, (ii) institution of certain legal proceedings,
(iii) existence of any other legal questions or impediments affecting a security
or the payment of amount due on the security, (iv) default under certain
documents adversely affecting debt service or default in payment of amounts due
on other securities of the same issuer or guarantor, (v) decline in price of the
security or the occurrence of other market or credit factors, including in
advance refunding (i.e., the issuance of refunding bonds and the deposit of the
proceeds therof in trust or escrow to retire the refunded securities on their
respective redemption dates), that in the opinion of the Sponsors would make the
retention of the security detrimental to the interest of investors, (vi) if as
security is not consistent with the investment objective of the Fund or (vii) if
the Trustee has a right to sell or redeem a security pursuant to any applicable
guarantee or other credit support. If a default in the payment of amounts due on
any security occurs and if the Agent for the Sponsors fails to give instructions
to sell or hold the security, the Indenture provides that the Trustee, within 30
days of the failure, shall sell the security.
RISK FACTORS
U.S. TREASURY SERIES
_____The U.S. Treasury obligations included in the Portfolio of a U.S. Treasury
Series, though backed by the full faith and credit of the United States, are
subject to changes in market value when interest rates fluctuate. The Fund seeks
to protect against declining interest rates by investing a portion of the
Portfolio in longer-term Securities, while if interest rates rise Investors will
be able to reinvest the proceeds of principal returned each year in higher
yielding obligations. It is anticipated that equal portions of principal
invested will be returned annually as Securities mature. In
<PAGE>
<PAGE>
order for the Securities to be elibible for inclusion in the Fund, they must
have been issued after July 18, 1984. The Portfolio contains information
concerning the coupon rates and maturities of the Securities in the Fund.
REDEMPTION
_____The Trustee will effect all redemptions in kind, except that the Investor's
pro rata portion of the cash balance in the Fund will be paid in cash. Thus, on
the seventh calendar day following the tender (or if the seventh calendar day is
not a business day, on the first business day prior thereto), the Investor will
be entitled to receive in kind an amount and value of Securities per Unit equal
to the Redemption Price per Unit as determined as of the Evaluation Time next
following the tender, except that if the Sponsors are maintaining a secondary
market for Units at a price which will return to the Investor an amount in cash,
net after deducting any commissions or expenses, equal to or in excess of the
Redeption Price per Unit, the Trustee will deliver tendered Units for sale to
the Sponsors. The Trustee will then pay the net proceeds of the sale to the
Investor on the day the Investor would otherwise be entitled to receive the
redemption distrubution. The value of Securities received upon redemption and
the proceeds received by the Distribution Agent for the account of the redeeming
Investor may be more or less than the amount paid by the Investor depending on
the value of the Securities in the Fund at the time of redemption. In an in kind
redemption the Investor will receive his pro rata portion of the principal
amount of the Portfolio and the net cash in the Fund (Section 5.02).
_____Distributions in kind on redemption of Units shall be held by the Trustee
as Distribution Agent, for the account, and for disposition in accordance with
the instructions of, the tendering Investor, as follows:
_____(a) If the tendering Investor requests cash payment, the Distribution Agent
shall sell the Securities distributed as of the close of business on the date of
tender and remit to the Investor not later than seven calendar days thereafter
the net proceeds of sale after deducting brokerage commissions and transfer
taxes, if any, on the sale.
_____(b) If the tendering Investor requests distribution in kind, the
Distribution Agent shall sell any portion of the Securities distributed
represented by fractional interest in accordance with the foregoing and
distribute net cash proceeds to the tendering Investor together with whole
Securities received on the in kind distribution.
_____To the extent that the securities are redeemed in kind, the size of the
Fund will be reduced but each remaining Unit will continue to represent the
identical principal amount of Securities with specified interest rates,
maturities and call provisions, if any.
_____The right of redemption may be suspended and payment postponed for any
period (1) during which the New York Stock Exchange, Inc. is closed other than
for customary weekend and holiday closings or (2) during which, as determined by
the Securities and Exchange Commission ('SEC'), (i) trading on that Exchange is
restricted or (ii) an emergency exists as a result of which disposal or
evaluation of the Securities is not reasonably practicable, or (3) for any other
periods which the SEC may by order permit (Section 5.02).
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-29-1995
<PERIOD-END> MAY-31-1995
<INVESTMENTS-AT-COST> 1,006,184
<INVESTMENTS-AT-VALUE> 1,006,184
<RECEIVABLES> 11,659
<ASSETS-OTHER> 50,000
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,067,843
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 61,659
<TOTAL-LIABILITIES> 61,659
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,006,184
<SHARES-COMMON-STOCK> 1,000,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
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<NET-ASSETS> 1,006,184
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<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,000,000
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<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
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<GROSS-EXPENSE> 0
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<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
<PAGE>
<PAGE>
</TABLE>
