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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1999
REGISTRATION NO. 333-48861
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO--10
(BBB QUALITY OR BETTER)
LONG INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SALOMON SMITH BARNEY INC.
388 GREENWICH
STREET--23RD FLOOR
NEW YORK, NY 10013
PAINEWEBBER INCORPORATED
1285 AVENUE OF THE
AMERICAS
NEW YORK, NY 10019 DEAN WITTER REYNOLDS INC.
TWO WORLD TRADE
CENTER--59TH FLOOR
NEW YORK, NY 10048
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ.
P.O. BOX 9051
PRINCETON, NJ 08543-9051 MICHAEL KOCHMANN
388 GREENWICH ST.
NEW YORK, NY 10013
COPIES TO: DOUGLAS LOWE, ESQ.
PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
ROBERT E. HOLLEY ESQ. TWO WORLD TRADE
1200 HARBOR BLVD. 450 LEXINGTON AVENUE CENTER--59TH FLOOR
WEEHAWKEN, NJ 07087 NEW YORK, NY 10017 NEW YORK, NY 10048
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 25, 1999.
Check box if it is proposed that this filing will become effective on November
19, 1999 pursuant to paragraph (b) of Rule 485. / x /
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DEFINED ASSET FUNDSSM
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MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO--10
(BBB QUALITY OR BETTER)
LONG INTERMEDIATE TERM SERIES
(A UNIT INVESTMENT TRUST)
O PORTFOLIO OF LONG-INTERMEDIATE TERM MUNICIPAL
BONDS
O DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME
TAX
O MONTHLY INCOME DISTRIBUTIONS
O AMT BONDS
SPONSORS: -------------------------------------------------
Merrill Lynch, The Securities and Exchange Commission has not
Pierce, Fenner & Smith approved or disapproved these Securities or
Incorporated passed upon the adequacy of this prospectus. Any
Salomon Smith Barney Inc. representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated November 19, 1999.
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Def ined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $160 billion sponsored over the last 28 years. Defined Asset
Funds has been a leader in unit investment trust research and product
innovation. Our family of Funds helps investors work toward their financial
goals with a full range of quality investments, including municipal, corporate
and government bond portfolios, as well as domestic and international equity
portfolios.
Defined Asset Funds offer a number of advantages:
o A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
o Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.
THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF THE EVALUATION DATE. JULY
31, 1999.
CONTENTS
PAGE
---------
Risk/Return Summary.................................... 3
What You Can Expect From Your Investment............... 7
Monthly Income...................................... 7
Return Figures...................................... 7
Records and Reports................................. 7
The Risks You Face..................................... 8
Interest Rate Risk.................................. 8
Call Risk........................................... 8
Reduced Diversification Risk........................ 8
Liquidity Risk...................................... 8
Concentration Risk.................................. 8
Bond Quality Risk................................... 8
Litigation and Legislation Risks.................... 8
Selling or Exchanging Units............................ 9
Sponsors' Secondary Market.......................... 9
Selling Units to the Trustee........................ 9
Exchange Option..................................... 10
How The Fund Works..................................... 10
Pricing............................................. 10
Evaluations......................................... 10
Income.............................................. 10
Expenses............................................ 10
Portfolio Changes................................... 11
Fund Termination.................................... 11
Certificates........................................ 12
Trust Indenture..................................... 12
Legal Opinion....................................... 13
Auditors............................................ 13
Sponsors............................................ 13
Trustee............................................. 13
Underwriters' and Sponsors' Profits................. 13
Public Distribution................................. 13
Code of Ethics...................................... 14
Year 2000 Issues.................................... 14
Taxes.................................................. 14
Supplemental Information............................... 15
Financial Statements................................... D-1
2
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RISK/RETURN SUMMARY
1. WHAT IS THE FUND'S OBJECTIVE?
The Fund seeks interest income that is exempt from regular
federal income taxes by investing in a fixed portfolio
consisting primarily of municipal revenue bonds with an
estimated average life of 13 years.
2. WHAT ARE MUNICIPAL REVENUE BONDS?
Municipal revenue bonds are bonds issued by states,
municipalities and public authorities to finance the cost
of buying, building or improving various projects intended
to generate revenue, such as airports, health care
facilities, housing and municipal electric, water and sewer
utilities. Generally, payments on these bonds depend solely
on the revenues generated by the projects, excise taxes or
state appropriations, and are not backed by the
government's taxing power.
3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 24 long-intermediate
term tax-exempt municipal bonds with a current aggregate
face amount of $10,355,000.00.
o The Fund is a unit investment trust which means that,
unlike a mutual fund, the Fund's portfolio is not managed.
o The bonds in the Fund were selected by the agent for the
Sponsors with the help of Fitch IBCA, Inc., the Credit
Consultant, which reviewed the bonds proposed by the agent
for the Sponsors. When initially deposited in the Fund,
each bond was considered to be investment grade quality by
Fitch. In some cases, Standard & Poor's and/or Moody's
rated the bonds as investment grade. Fitch as Credit
Consultant has an ongoing responsibility to monitor the
bonds and to inform the agent for the Sponsors if in
Fitch's opinion any bond no longer has investment grade
characteristics. If the Credit Consultant does not believe
it has enough information to continue to monitor a bond, it
may withdraw its opinion as to the investment grade quality
of the bond unless the agent for the Sponsors provides
adequate information about the bond.
o Many of the bonds can be called at a premium declining over
time to par value. Some bonds may be called earlier at par
for extraordinary reasons.
o 24% of the bonds are backed by bank letters of credit.
Letters of credit guarantee timely payments of principal
and interest on the bonds (but not Fund units or the market
value of the bonds before they mature).
The Portfolio consists of municipal bonds of the following
types:
APPROXIMATE
PORTFOLIO
PERCENTAGE
o Airports/Ports/Highways 11%
o General Obligation 23%
o Hospital/Health Care 14%
o Industrial Development 24%
o Solid Waste Disposal 9%
o Special Tax 1%
o Universities/Colleges 18%
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o Assuming no changes in interest rates, when you sell your
units, they will generally be worth less than your cost
because your cost included a sales fee.
o The Fund will receive early returns of principal if bonds
are called or sold before they mature. If this happens your
income will decline and you may not be able to reinvest the
money you receive at as high a yield or as long a maturity.
3
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5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want monthly income free from regular federal
income tax. You will benefit from a professionally selected
and supervised portfolio whose risk is reduced by investing
in bonds of several different issuers.
The Fund is not appropriate for you if you want a
speculative investment that changes to take advantage of
market movements, if you do not want a tax-advantaged
investment, if you are subject to AMT or if you cannot
tolerate any risk.
DEFINING YOUR INCOME
WHAT YOU MAY EXPECT (PAYABLE ON THE 25TH DAY OF
EACH MONTH):
Regular Monthly Income per unit $ 4.33
Annual Income per unit $ 52.02
RECORD DAY: 10th day of each month
These figures are estimates on the evaluation date; actual
payments may vary.
6. WHAT ARE THE FUND'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Fund.
INVESTOR FEES
2.75%
Maximum Sales Fee (Load) on new purchases
(as a percentage of $1,000 invested)
Employees of some of the Sponsors and their affiliates may
be charged a reduced sales fee of no less than $5.00 per
Unit.
The maximum sales fee is reduced if you invest at least
$100,000, as follows:
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
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Less than $100,000 2.75%
$100,000 to $249,999 2.50%
$250,000 to $499,999 2.25%
$500,000 to $999,999 2.00%
$1,000,000 and over 1.75%
Maximum Exchange Fee 1.75%
ESTIMATED ANNUAL FUND OPERATING EXPENSES
AMOUNT
PER UNIT
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$ 0.71
Trustee's Fee
$ 0.91
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.13
Evaluator's Fee
$ 0.32
Other Operating Expenses
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$ 2.07
TOTAL
The Sponsors historically paid updating expenses.
7. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not managed and bonds are
not sold because of market changes. Rather, experienced
Defined Asset Funds financial analysts regularly review the
bonds in the Fund. The Fund may sell a bond if certain
adverse credit or other conditions exist.
8. HOW DO I BUY UNITS?
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
The minimum investment is one unit.
UNIT PRICE PER UNIT $961.20
(as of July 31, 1999)
Unit price is based on the net asset value of the Fund plus
the sales fee. An amount equal to any principal cash, as
well as net accrued but undistributed interest on the unit,
is added to the unit price. An independent evaluator prices
the bonds at 3:30 p.m. Eastern time every business day.
Unit price changes every day with changes in the prices of
the bonds in the Fund.
9. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale. You will not pay any other
fee when you sell your units.
4
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10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly. In the opinion of bond
counsel when each bond was issued, interest on the bonds in
this Fund is generally 100% exempt from regular federal
income tax.
Interest on approximately 28% of the bonds will be a
preference item for Alternative Minimum Tax. A portion of
the income may also be exempt from state and local personal
income taxes, depending on where you live.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your monthly income in cash unless you
choose to compound your income by reinvesting at no sales
fee in the Municipal Fund Investment Accumulation Program,
Inc. This Program is an open-end mutual fund with a
comparable investment objective. Income from this Program
will generally be subject to state and local income taxes.
For more complete information about the Program, including
charges and fees, ask the Trustee for the Program's
prospectus. Read it carefully before you invest. The
Trustee must receive your written election to reinvest at
least 10 days before the record day of an income payment.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain
other Defined Asset Funds. You may also exchange into this
Fund from certain other funds. We charge a reduced sales
fee on exchanges.
5
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TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
<TABLE>
<CAPTION>
EFFECTIVE
TAXABLE INCOME 1999* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,750 $ 0- 43,050 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06 7.65
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$ 25,751- 62,450 $ 43,051-104,050 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33 9.03
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$ 62,451-130,250 $104,051-158,550 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70 9.42
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$130,251-283,150 $158,551-283,150 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38 10.16
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OVER $283,151 OVER $283,151 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93 10.76
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</TABLE>
To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 1999 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase-out of
exemptions, itemized deductions, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisors in this regard.
MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX
INCOME+ MAXIMUM 'PREFERENCE' INCOME
WITHOUT TRIGGERING AMT
(STATE INCOME TAX RATES)
SINGLE ++ JOINT ++ 0% 7% 11%
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$50,000 $21,000 $16,000 $13,000
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$30,000 $20,000 $16,000 $14,000
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$100,000 $25,000 $16,000 $11,000
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$55,000 $22,000 $16,000 $13,000
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$225,000 $30,000 $13,000 $4,000
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NOTES:
+ Regular taxable income plus state income
taxes and personal exemptions.
++ Assuming no dependents.
Under federal tax law, interest income on certain municipal bonds, although
exempt from regular income tax, is treated as a 'preference' item for purposes
of AMT. The table above shows amounts of such municipal bond 'preference'
interest income, assuming no other 'preference' or similar items apply, that
individual taxpayers could receive in 1999 without becoming subject to the AMT.
The table gives information for single and joint returns of U.S. individuals
having no dependents. The table provides three income levels and three
hypothetical state income tax rates. The table further assumes that the stated
amount of municipal bond 'preference' interest income is subject to state income
taxes.
6
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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
MONTHLY INCOME
The Fund will pay you regular monthly income. Your monthly income may vary
because of:
o elimination of one or more bonds from the Fund's portfolio because of
calls, redemptions or sales;
o a change in the Fund's expenses; or
o the failure by a bond's issuer to pay interest.
Changes in interest rates generally will not affect your monthly income because
the portfolio is fixed.
Along with your monthly income, you will receive your share of any available
bond principal.
RETURN FIGURES
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
Estimated Current Return equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):
Estimated Annual Estimated
Interest Income - Annual Expenses
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Unit Price
Estimated Long Term Return is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.
Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.
These return quotations are designed to be comparative rather than predictive.
RECORDS AND REPORTS
You will receive:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
o an annual report on Fund activity; and
o annual tax information. This will also be sent to the IRS. You must report the
amount of tax-exempt interest received during the year.
You may request:
o copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
o audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
7
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THE RISKS YOU FACE
INTEREST RATE RISK
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
CALL RISK
Many bonds can be prepaid or 'called' by the issuer before their stated
maturity.
Some bonds may be required to be called incrementally pursuant to mandatory
sinking fund provisions.
Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.
In extraordinary cases, an issuer might be able to call its bonds if, for
example:
o it no longer needs the money for the original purpose;
o the project is condemned or sold;
o the project is destroyed and insurance proceeds are used to redeem the
bonds;
o any related credit support expires and is not replaced; or
o interest on the bonds become taxable.
If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.
REDUCED DIVERSIFICATION RISK
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
LIQUIDITY RISK
The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. The value of the bonds, and
of your investment, may be reduced if trading in bonds is limited or absent.
CONCENTRATION RISK
When a certain type of bond makes up 25% or more of the portfolio, the Fund is
said to be 'concentrated' in that bond type, which makes the Fund less
diversified.
However, this Fund is not concentrated in any particular category of bonds.
Changes to the portfolio from bond redemptions, maturities and sales may affect
the Fund's concentration over time.
BOND QUALITY RISK
A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
Future tax legislation could affect the value of the portfolio by:
o limiting real property taxes,
o reducing tax rates,
o imposing a flat or other form of tax, or
8
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o exempting investment income from tax.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
o adding the value of the bonds, net accrued interest, cash and any other
Fund assets;
o subtracting accrued but unpaid Fund expenses, unreimbursed Trustee
advances, cash held to buy back units or for distribution to investors and
any other Fund liabilities; and
o dividing the result by the number of outstanding units.
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge other than any remaining deferred sales charge.
We may resell the units to other buyers or to the Trustee. You should consult
your financial professional for current market prices to determine if other
broker-dealers or banks are offering higher prices.
We have maintained a secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.
If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.
There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
bonds not reasonably practicable; and
9
<PAGE>
o for any other period permitted by SEC order.
EXCHANGE OPTION
You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.75%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
To exchange units, you should talk to your financial professional about what
funds are exchangeable, suitable and currently available.
Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.
We may amend or terminate this exchange option at any time without notice.
HOW THE FUND WORKS
PRICING
The price of a unit includes interest accrued on the bonds, less expenses, from
the most recent Record Day up to, but not including, the settlement date, which
is usually three business days after the purchase date of the unit.
A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.
In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
o cost of initial preparation of legal documents;
o federal and state registration fees;
o initial fees and expenses of the Trustee;
o initial audit; and
o legal expenses and other out-of-pocket expenses.
These costs are amortized over the first five years of the Fund.
EVALUATIONS
An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.
INCOME
The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.
EXPENSES
The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest
10
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bearing accounts. The Trustee may also receive additional amounts:
o to reimburse the Trustee for the Fund's operating expenses;
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Fund and other legal fees and
expenses;
o expenses for keeping the Fund's registration statement current; and
o Fund termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 55 cents per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. While this
fee may exceed the amount of these costs and expenses attributable to this Fund,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
The Fund also pays the Evaluator's fees.
The Trustee's, Credit Consultant's, Sponsors' and Evaluator's fees may be
adjusted for inflation without investors' approval.
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell bonds if cash is not available.
PORTFOLIO CHANGES
The Sponsors and Trustee are not liable for any default or defect in a bond.
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
o diversity of the portfolio;
o size of the Fund relative to its original size;
o ratio of Fund expenses to income;
o current and long-term returns;
o degree to which units may be selling at a premium over par; and
o cost of maintaining a current prospectus.
FUND TERMINATION
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell
11
<PAGE>
your units after that time. On or shortly before termination, we will sell any
remaining bonds, and you will receive your final distribution. Any bond that
cannot be sold at a reasonable price may continue to be held by the Trustee in a
liquidating trust pending its final sale.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
TRUST INDENTURE
The Fund is a 'unit investment trust' governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
o it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
o it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
o remove it and appoint a replacement Sponsor;
o liquidate the Fund; or
o continue to act as Trustee without a Sponsor.
12
<PAGE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Bank of New York, 101 Barclay Street, 17W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial deposit of the bonds. Any cash made
available by you to the Sponsors before the settlement date for those units may
be used in the Sponsors' businesses to the extent permitted by federal law and
may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.
In maintaining a secondary market, 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 or redeem them.
PUBLIC DISTRIBUTION
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus
13
<PAGE>
does not constitute an offer to sell units in any country where units cannot
lawfully be sold.
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its employees
with access to information on portfolio transactions. The goal of the code is to
prevent fraud, deception or misconduct against the Fund and to provide
reasonable standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of bonds contained
in the Portfolio, but we cannot predict whether any impact will be material to
the Fund as a whole.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and federal
alternative minimum tax. Neither we nor our counsel have reviewed the issuance
of the bonds, related proceedings or the basis for the opinions of counsel for
the issuers. We cannot assure you that the issuer (or other users) have complied
or will comply with any requirements necessary for a bond to be tax-exempt. If
any of the bonds were determined not to be tax-exempt, you could be required to
pay income tax for current and prior years, and if the Fund were to sell the
bond, it might have to sell it at a substantial discount.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.
GAIN OR LOSS UPON DISPOSITION
When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued 'market
discount'. Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, the issue price
increased by original issue discount that has accrued on the bond before your
purchase). You should consult your tax adviser in this regard.
14
<PAGE>
If you are an individual and your net long-term capital gains exceed your net
short-term capital losses, the excess may be subject to tax at a lower rate than
ordinary income. Any capital gain from the Fund will be long-term if you are
considered to have held your investment on each bond for more than one year and
short-term otherwise. Because the deductibility of capital losses is subject to
limitations, you may not be able to deduct all of your capital losses. Consult
your tax adviser in this regard.
YOUR BASIS IN THE BONDS
Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of 'original issue discount,' 'acquisition premium' and
'bond premium'. You should consult your tax adviser in this regard.
EXPENSES
If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolio, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.
15
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Investment Grade Portfolio - 10 Long Intermediate Term Series,
Defined Asset Funds:
We have audited the accompanying statement of condition of Municipal
Investment Trust Fund, Investment Grade Portfolio - 10 Long
Intermediate Term Series, Defined Asset Funds, including the
portfolio, as of July 31, 1999 and the related statements of
operations and of changes in net assets for the period August 21, 1998
to July 31, 1999. These financial statements are the responsibility
of the Trustee. Our responsibility is to express an opinion on these
financial statements 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
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Securities owned at July 31,
1999, as shown in such portfolio, were confirmed to us by The Bank of
New York, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Municipal
Investment Trust Fund, Investment Grade Portfolio - 10 Long
Intermediate Term Series, Defined Asset Funds at July 31, 1999
and the results of its operations and changes in its net assets
for the above-stated period in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
October 12, 1999
D - 1
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
AS OF JULY 31, 1999
<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $10,467,621)(Note 1)................ $10,049,381
Accrued interest receivable................. 174,259
Accrued interest on segregated bonds........ 1,487
_____________
Total trust property............ 10,225,127
LESS LIABILITIES:
Advance from Trustee........................ $ 45,097
Accrued expenses............................ 8,113
Deferred sales charge (Note 5).............. 38,420 91,630
_____________ _____________
NET ASSETS, REPRESENTED BY:
10,279,000 units of fractional undivided
interest outstanding (Note 3)............. 10,105,193
Undistributed net investment income......... 28,304
____________
$10,133,497
UNIT VALUE ($10,133,497/10,279,000 units).......... $0.98584
</TABLE>
See Notes to Financial Statements.
D - 2
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
August 21,
1998
to
July 31,
1999
_____________
<S> <C>
INVESTMENT INCOME:
Interest income........................... $526,671
Interest income on segregated bonds....... 6,834
Trustee's fees and expenses............... (16,388)
Sponsors' fees............................ (6,370)
_____________
Net investment income..................... 510,747
_____________
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized and unrealized loss on
investments............................. (418,240)
_____________
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $ 92,507
</TABLE>
See Notes to Financial Statements.
D - 3
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
August 21,
1998
to
July 31,
1999
_____________
<S> <C>
OPERATIONS:
Net investment income....................... $ 510,747
Unrealized depreciation of investments...... (418,240)
_____________
Net increase in net assets resulting
from operations........................... 92,507
_____________
INCOME DISTRIBUTIONS TO HOLDERS (Note 2)...... (475,609)
DEFERRED SALES CHARGE (Note 5)................ (45,022)
_____________
NET DECREASE IN NET ASSETS.................... (428,124)
NET ASSETS AT BEGINNING OF PERIOD............. 10,561,621
_____________
NET ASSETS AT END OF PERIOD................... $10,133,497
PER UNIT:
Income distributions during period.......... $0.04627
Net asset value at end of period............ $0.98584
TRUST UNITS OUTSTANDING AT END OF PERIOD...... 10,279,000
</TABLE>
See Notes to Financial Statements.
D - 4
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as
a Unit Investment Trust. The following is a summary of significant
accounting policies consistently followed by the Fund in the
preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
(a) Securities are stated at value as determined by the Evaluator
based on bid side evaluations for the securities except that value
on August 21, 1998, was based upon offer side evaluations at August
19, 1998 the day prior to the Date of Deposit. Cost of securities at
August 21, 1998 was also based on such offer side evaluations.
(b) The Fund is not subject to income taxes. Accordingly, no
provision for such taxes is required.
(c) Interest income is recorded as earned.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each
month. Receipts other than interest, after deductions for
redemptions and applicable expenses, are also distributed periodically.
3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 10,279,000 units at Date of Deposit......... $10,561,621
Interest income on segregated bonds................. 6,834
Deferred sales charge (Note 5)...................... (45,022)
Net unrealized depreciation of investments.......... (418,240)
______________
Net capital applicable to Holders................... $10,105,193
</TABLE>
4. INCOME TAXES
As of July 31, 1999, net unrealized depreciation of investments, based
on cost for Federal income tax purposes, aggregated $418,240, of
which $4 related to appreciated securities and $418,244 related to
depreciated securities. The cost of investment securities for Federal
income tax purposes was $10,467,621 at July 31, 1999.
D - 5
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
5. DEFERRED SALES CHARGE
A deferred sales charge of $17.50 per 1,000 units is payable over a two
-year period ($2.19 per 1,000 units quarterly in the first six quarters
and $2.18 per 1,000 units quarterly in the next two quarters.)
D - 6
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
PORTFOLIO
AS OF JULY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
__________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 Indl. Dev. Bd. of Crenshaw Cnty., Al Aa3(m)(a) $ 1,300,000 5.600% 2013 03/01/05 $ 1,319,136 $ 1,265,719
Indl. Rev. Bonds (Sister Schubert's @ 103.000
Homemade Rolls, Inc. Proj.), Ser.
1998 (AmSouth Bank - Letter of
Credit)(AMT)(4)(7)
2 City of Dothan, AL, Gen. Oblig. AAA 10,000 4.350 1999 None 10,073 10,008
Warrants, Ser. 1998 (FSA Ins.)(5)(6)
3 Western Iowa Tech Cmnty. Coll., IA A2(m) 20,000 4.450 2000 None 20,152 20,036
(Merged Area XII) Indl. New Jobs
Training Cert., Ser. 1998-1B
(AMT)(4)(6)
4 Massachusetts Indl., Fin. Agy. Rev. Baa1(m) 500,000 5.550 2013 10/01/08 513,290 487,050
Bonds (Wentworth Inst. of @ 102.000
Technology, Inc. Issue), Ser. 1998
5 Massachusetts Indl. Fin. Agy. BBB+(f) 1,000,000 5.450 2012 12/01/08 1,004,350 974,050
Resource Recovery Rev. Rfdg. Bonds @ 102.000
(Ogden Haverhill Proj., Wentworth
Inst. of Tech., Inc. Issue), Ser.
1998 A (AMT)(4)
6 Michigan State Hosp. Fin. Auth., BBB(f) 500,000 5.350 2013 05/15/08 500,000 471,995
Hosp. Rev. and Rfdg. Bonds (Chelsea @ 101.000
Cmnty. Hosp.), Ser. 1998
7 The Econ. Dev. Corp. of the Village BBB(f) 260,000 5.300 2011 11/15/08 261,139 251,277
of Chelsea, MI, Rev. and Rev. Rfdg @ 101.000
Bonds (United Methodist Retirement 435,000 5.400 2012 11/15/08 436,892 419,536
Cmnty., Inc.), Ser. 1998 @ 101.000
8 Olmstead Cnty., MN, Hlth. Care Fac. NR 650,000 5.450 2013 07/01/05 652,412 609,030
Rev. Bonds (olmstead Med. Ctr.), @ 103.000
Ser. 1998
</TABLE>
D - 7
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
PORTFOLIO
AS OF JULY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
__________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
9 City of Sauk Centre, MN, Indl. Dev. Aa3(m)(a) $ 425,000 5.500% 2012 04/01/05 $ 428,485 $ 410,678
Rev. Bonds (Seluemed Ltd. Liability @ 100.000
Partnership Proj.), Ser. 1998 (U.S.
Bank N.A.-Letter of Credit)(AMT)
(4)(7)
10 County of Chautauqua NY, Indl. Dev. AA 415,000 5.100 2013 08/01/08 410,709 398,935
Agy., Tax-Exempt Civic Fac. Rev. @ 102.000
Bonds (Jamestown Cmnty. Coll.
Foundation, Inc. Proj.), Ser. 1998 A
(Asset Guaranty Ins.)(5)
11 The City of New York, NY, G.O. A(f) 795,000 5.250 2013 08/15/08 805,590 785,659
Bonds, Fiscal Ser. 1999 C @ 101.000
12 The City of New York, NY, G.O. A(f) 200,000 5.000 2013 08/01/08 197,918 192,780
Bonds, Fiscal Ser. 1999 D @ 101.000
13 State of Ohio Pub. Facs., Comm., AAA 70,000 4.250 1999 None 70,518 70,202
Higher Educ. Cap. Fac. Bonds, Ser.
II- 1994 A, (AMBAC Ins.)(5)(6)
14 City of Toledo, OH (Limited Tax), AAA 55,000 4.200 2000 None 55,474 55,296
G.O Bonds, Var. Purp. Rfdg. Bonds,
Ser. 1997 B (Financial Guaranty
Ins.)(5)(6)
15 The Oklahoma Dev. Fin. Auth., Pub. (b) 500,000 5.500 2013 07/01/06 500,000 468,535
Fac. Fin. Prog. Rev. Bonds (Univ. @ 100.000
of Science and Arts of Oklahoma
Sparks Hall Proj.), Ser. 1998 B
16 Mount Union Area Sch. Dist., AAA 15,000 4.000 2000 None 15,045 15,049
Huntington and Miffin Cntys., PA,
G.O. Bonds, Ser. 1998 (Financial
Guaranty Ins.)(5)(6)
</TABLE>
D - 8
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
PORTFOLIO
AS OF JULY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
__________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
17 City of Del Rio, TX (Val Verde AA $ 180,000 7.500% 2009 04/01/08 $ 212,500 $ 203,281
Cnty.), Combination Tax and Rev. @ 100.000
Certs. of Oblig., Ser. 1998 (Asset 75,000 6.500 2010 04/01/08 82,598 79,579
Guaranty Ins.)(5) @ 100.000
150,000 5.600 2012 04/01/08 154,485 148,380
@ 100.000
100,000 5.650 2013 04/01/08 102,983 98,960
@ 100.000
18 Edgewood TX, I.S.D. Pub. Fac. Corp., BBB 800,000 5.250 2013 08/15/08 800,000 764,760
Lease Rev. Bonds, Ser. 1998 @ 100.000
19 Port of Anacortes WA, Revenue and NR 1,100,000 5.400 2011 09/01/08 1,100,000 1,071,026
Rfdg. Bonds, Ser. 1998 A (AMT)(4) @ 101.000
20 West Virginia Econ. Dev. Auth., A2(m)(a) 800,000 5.500 2010 05/15/06 813,872 777,560
Indl. Dev. Rev. Bonds (Central @ 104.000
Supply Co. of West Virginia Proj.),
Ser. 1998 (One Valley Bank N.A.-
Letter of Credit)(AMT)(4)(7)
______________ ______________ ______________
TOTAL $10,355,000 $10,467,621 $10,049,381
</TABLE>
See Notes to Portfolio.
D - 9
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
NOTES TO PORTFOLIO
AS OF JULY 31, 1999
(1) These ratings are ratings of the bonds themselves by Standard &
Poor's Ratings group, or by Moody's Investor's Service, Inc. if
followed by "(m)", or by Fitch Investors Service, Inc. if
followed by "(f)"; "(a)" indicates that it is a rating of the
outstanding debt obligations of the institution providing the
letter of credit or guarantee; "(b)" indicates that while there
is no such available rating, in the opinion of Defined Asset Funds
research analysts, the bond has credit characteristics comparable
to bonds rated "A" or better; "(c)" indicates that while there is no
such available rating, in the opinion of Defined Asset Funds research
analysts, the bond does not have credit characteristics comparable to
bonds rated "A" or better. These ratings have been furnished by the
Evaluator but not confirmed with the rating agencies.
(2) See Notes to Financial Statements.
(3) Optional redemption provisions, which may be exercised in whole
or in part, are initially at prices of par plus a premium, then
subsequently at prices declining to par. Certain securities may
provide for redemption at par prior or in addition to any
optional or mandatory redemption dates or maturity, for
example, through the operation of a maintenance and replacement
fund, if proceeds are not able to be used as contemplated, the
project is condemned or sold or the project is destroyed and
insurance proceeds are used to redeem the securities. Many of
the securities are also subject to mandatory sinking fund
redemption commencing on dates which may be prior to the date
on which securities may be optionally redeemed. Sinking fund
redemptions are at par and redeem only part of the issue. Some
of the securities have mandatory sinking funds which contain
optional provisions permitting the issuer to increase the
principal amount of securities called on a mandatory redemption
date. The sinking fund redemptions with optional provisions
may, and optional refunding redemptions generally will, occur
at times when the redeemed securities have an offering side
evaluation which represents a premium over par. To the extent
that the securities were acquired at a price higher than the
redemption price, this will represent a loss of capital when
compared with the Public Offering Price of the Units when
acquired. Distributions will generally be reduced by the amount
of the income which would otherwise have been paid with respect
to redeemed securities and there will be distributed to Holders
any principal amount and premium received on such redemption
after satisfying any redemption requests for Units received by
the Fund. The estimated current return may be affected by
redemptions.
(4) Securities that are tax preferences items for purposes of the
Alternative Minimum Tax are indicated by "(AMT)".
(5) Insured by the indicated municipal bond insurance company.
D - 10
<PAGE>
INVESTMENT GRADE PORTFOLIO - 10 INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
NOTES TO PORTFOLIO
AS OF JULY 31, 1999
(6) It is anticipated that interest and principal received from
these bonds will be applied to the payment of the Trust's
deferred sales charges.
(7) Certain bonds are covered by letters of credit which may
expire prior to maturity dates of the bonds. Upon expiration
of a letter of credit, the issuer of the bond is obligated to
obtain a replacement letter of credit or call the bond.
D - 11
Defined
Asset FundsSM
HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free INVESTMENT GRADE PORTFOLIO--10
Information Supplement (BBB QUALITY OR BETTER)
that gives more details about LONG INTERMEDIATE TERM SERIES
the Fund, by calling: (A Unit Investment Trust)
The Bank of New York ---------------------------------------
1-800-221-7771 This Prospectus does not contain
complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-48861) and
o Investment Company Act of 1940 (file
no. 811-1777).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
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No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
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When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
Units of any future series may not be
sold nor may offers to buy be accepted
until that series has become effective
with the Securities and Exchange
Commission. No units can be sold in any
State where a sale would be illegal.
70105--11/99
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
LONG INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund,
Multi-state Series--409, 1933 Act File No. 333-81777).
4.1 --Consent of the Evaluator.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
Amendment No. 4 to the Registration Statement of Municipal
Investment Trust Fund, Multistate Series--409, 1933 Act File No.
333-81777).
R-1
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO--10
LONG INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, INVESTMENT GRADE PORTFOLIO--10,
LONG-INTERMEDIATE TERM SERIES, DEFINED ASSET FUNDS CERTIFIES THAT IT MEETS ALL
OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO
RULE 485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW
YORK AND STATE OF NEW YORK ON THE 10TH DAY OF NOVEMBER, 1999.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5 AND R-6.
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 Salomon 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>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Numbers: 33-43466 and 33-51607
HERBERT M. ALLISON, JR.
JOHN L. STEFFENS
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>
SALOMON SMITH BARNEY INC.
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Numbers:
33-41631 and
333-15919
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085 and
Reynolds Inc.: 333-13039
RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 33-55073
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-7
<PAGE>
EXHIBIT 4.1
STANDARD & POOR'S
A DIVISION OF THE McGRAW-HILL COMPANIES
J. J. KENNY
65 BROADWAY
NEW YORK, N.Y. 10006-2551
TELEPHONE (212) 770-4422
FAX 212/797-8681
November 10, 1999
Frank A. Ciccotto, Jr
Vice President
Tax-Exempt Evaluations
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Bank of New York
101 Barclay Street
New York, New York 10286
RE: MUNICIPAL INVESTMENT TRUST FUND, INVESTMENT GRADE PORTFOLIO--10 (Long
Intermediate Term Series), DEFINED ASSET FUNDS
Gentlemen:
We have examined the post-effective Amendment to the Registration Statement
File No. 333-48861 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in our
KENNYBASE database.
You are hereby authorized to file copies of this letter with the Securities
and Exchange Commission.
Sincerely,
FRANK A. CICCOTTO
Vice President
<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund--Investment Grade Portfolio--10 (BBB Quality or
Better) Long Intermediate Term Series, Defined Asset Funds
We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-48861 of our opinion dated October 12, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
November 10, 1999
