DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
----------------------------------------------------
CORPORATE INCOME FUND
MONTHLY PAYMENT SERIES--320
(A UNIT INVESTMENT TRUST)
- PORTFOLIO OF LONG TERM CORPORATE BONDS
- DESIGNED FOR HIGH CURRENT INCOME
- MONTHLY INCOME DISTRIBUTIONS
- U.S. TAX EXEMPT FOR MANY FOREIGN HOLDERS
SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED -----------------------------------------------------
SALOMON SMITH BARNEY INC. The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated November 27, 2000.
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Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- 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:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or
bonds appropriate for a particular fund's objectives.
- 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,
AUGUST 31, 2000.
CONTENTS
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PAGE
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Risk/Return Summary............................... 3
What You Can Expect From Your Investment.......... 6
Monthly Income.................................. 6
Return Figures.................................. 6
Records and Reports............................. 6
The Risks You Face................................ 7
Interest Rate Risk.............................. 7
Call Risk....................................... 7
Reduced Diversification Risk.................... 7
Liquidity Risk.................................. 7
Concentration Risk.............................. 7
Bond Quality Risk............................... 7
Litigation Risk................................. 8
Selling or Exchanging Units....................... 8
Sponsors' Secondary Market...................... 8
Selling Units to the Trustee.................... 8
Exchange Option................................. 9
How The Fund Works................................ 9
Pricing......................................... 9
Evaluations..................................... 9
Income.......................................... 9
Expenses........................................ 10
Portfolio Changes............................... 10
Fund Termination................................ 11
Certificates.................................... 11
Trust Indenture................................. 11
Legal Opinion................................... 12
Auditors........................................ 12
Sponsors........................................ 12
Trustee......................................... 12
Underwriters' and Sponsors' Profits............. 13
Public Distribution............................. 13
Code of Ethics.................................. 13
Year 2000 Issues................................ 13
Taxes............................................. 13
Supplemental Information.......................... 14
Financial Statements.............................. D-1
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2
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RISK/RETURN SUMMARY
1. WHAT IS THE FUND'S OBJECTIVE?
The Fund seeks high current interest income by investing in a fixed portfolio
consisting primarily of corporate bonds.
2. WHAT ARE CORPORATE BONDS?
Corporate bonds are bonds issued by companies, governments or other
institutions to raise money to use in their business or to fund their
activities. In return, they pay a fixed rate of interest and principal at
maturity.
3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
- The Fund plans to hold to maturity 11 long-term corporate bonds with a
current aggregate face amount of $17,230,000.
- The Fund is a unit investment trust which means that, unlike a mutual fund,
the Fund's portfolio is not managed.
- When the bonds were initially deposited (September 13, 1995), they were rated
A or better by Standard & Poor's, Moody's or Fitch. THE CREDIT QUALITY OF THE
BONDS MAY CURRENTLY BE LOWER.
- None of the bonds are subject to optional redemption or sinking fund
redemption provisions. Some bonds may be called at par for extraordinary
reasons.
The Portfolio consists of corporate bonds of the following types of issuers:
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APPROXIMATE
PORTFOLIO
PERCENTAGE
<S> <C>
-Corporate Utilities 65%
-Foreign Government 21%
-Medical Technology/Services 14%
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4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Rising interest rates, an issuer's worsening financial condition or a drop in
bond ratings can reduce the price of your units.
- Because the Fund is concentrated in corporate utilities bonds, adverse
developments in this industry may affect the value of your units.
- 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.
- 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.
5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want current monthly income. 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 or if you cannot tolerate any
risk.
3
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DEFINING YOUR INCOME
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WHAT YOU MAY EXPECT (Payable on the 25th day each
month):
Regular Monthly Income per unit: $5.57
Annual Income per unit: $66.84
RECORD DAY: 10th day of each month
THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE; ACTUAL
PAYMENTS MAY VARY.
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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.
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INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of $1,000
invested) 3.50%
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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:
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YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
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Less than $100,000 3.50%
$100,000 to $249,999 3.25%
$250,000 to $499,999 3.00%
$500,000 to $999,999 2.75%
$1,000,000 and over 2.50%
Maximum Exchange Fee 2.50%
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ESTIMATED ANNUAL FUND OPERATING EXPENSES
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<CAPTION>
AMOUNT
PER UNIT
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Trustee's Fee $0.59
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses) $0.54
Evaluator's Fee $0.18
Organization Costs $0.20
Other Operating Expenses $0.41
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TOTAL $1.92
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The Sponsors historically paid organization costs and updating expenses.
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE OF PRIOR MONTHLY PAYMENT
SERIES OF CORPORATE INCOME FUND, WHICH HAD THE SAME INVESTMENT OBJECTIVES,
STRATEGIES AND TYPES OF BONDS AS THIS FUND. THESE PRIOR SERIES DIFFERED IN
THAT THEY CHARGED A HIGHER SALES FEE. These prior Monthly Payment Series were
offered after 1987 and were outstanding on September 30, 2000. OF COURSE,
PAST PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS
FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
REFLECTING ALL EXPENSES. FOR PERIODS ENDED 9/30/00.
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WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 1 YEAR 5 YEARS
<S> <C> <C> <C> <C>
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High 3.61% 5.25% 7.27% 6.42%
Average 0.84 4.67 4.41 5.82
Low -2.88 4.09 0.53 5.25
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Average
Sales fee 3.34% 5.72%
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NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
INTO THE CORPORATE FUND INVESTMENT ACCUMULATION PROGRAM.
8. 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.
9. HOW DO I BUY UNITS?
The minimum investment is one unit.
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.
4
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UNIT PRICE PER UNIT $922.51
(as of August 31, 2000)
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Unit price is based on the net asset value of the Fund plus the up-front
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.
10. 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.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly. Interest on the bonds in this Fund is subject
to federal income taxes for U.S. investors, but if you are a non-U.S.
investor, your interest may be exempt from U.S. federal income taxes,
including withholding taxes.
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.
12. 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 Corporate Fund Investment
Accumulation program, Inc. This program is an open-end mutual fund with a
comparable investment objective. Income from this program will be subject to
U.S. federal income taxes for both U.S. and foreign investors. 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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WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
MONTHLY INCOME
The Fund will pay you regular monthly income. Your monthly income may vary
because of:
- elimination of one or more bonds from the Fund's portfolio because of calls,
redemptions or sales;
- a change in the Fund's expenses; or
- 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):
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Estimated Annual Estimated
Interest Income - Annual Expenses
------------------------------------
Unit Price
</TABLE>
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:
- a monthly statement of income payments and any principal payments;
- a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
- an annual report on Fund activity; and
- annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF INTEREST RECEIVED DURING THE YEAR.
You may request:
- copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
- audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
6
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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. For example, some bonds may be required to be called 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.
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.
Here is what you should know about the Fund's concentration in corporate utility
bonds, including telecommunications bonds:
- payment for these bonds depends on rates that the utility companies may
charge, the demand for their services and their operating costs;
- electric utilities face pressure to keep rates low, which may make it
difficult to recover investments in generating plant;
- utilities generally are sensitive to costs and availability of fuel;
- some electric utilities are subject to the risks of the nuclear industry;
- telecommunications companies are extensively regulated and the industry is
increasingly competitive; and
- the rate of technological innovation has a major impact on
telecommunications companies.
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.
7
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LITIGATION RISK
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
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:
- ADDING the value of the bonds, net accrued interest, cash and any other Fund
assets;
- 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
- 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. 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 28 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.
8
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There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- 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
- 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 2.50%. 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:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
- legal expenses and other out-of-pocket expenses.
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 bonds has ranged from 0.25% of face amount on actively traded issues to
1.5% on inactively traded issues; the difference has averaged between 0.5% and
1%.
INCOME
The Trustee credits interest to an Income Account and other receipts to a
Capital
9
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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 bearing accounts. The Trustee may also receive additional amounts:
- to reimburse the Trustee for the Fund's operating expenses;
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Fund and other legal fees and
expenses;
- expenses for keeping the Fund's registration statement current; and
- 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. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. 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, 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 or certain other conditions exist.
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 may affect the
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:
- diversity of the portfolio;
- size of the Fund relative to its original size;
- ratio of Fund expenses to income;
- current and long-term returns;
- degree to which units may be selling at a premium over par; and
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- 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 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:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- 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:
- it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
- 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.
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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:
- remove it and appoint a replacement Sponsor;
- liquidate the Fund; or
- continue to act as Trustee without a Sponsor.
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
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
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 Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the
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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 does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
CODE OF ETHICS
The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.
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"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the bonds contained in the Portfolio. 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.
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
13
<PAGE>
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.
If 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. You should 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 an individual who itemizes deductions, you may deduct your share of
Fund expenses, but only to the extent that such amount, together with your other
miscellaneous deductions, exceeds 2% of your adjusted gross income. Your ability
to deduct Fund expenses will be limited further if your adjusted gross income
exceeds a specified amount currently $128,950 ($64,475 for a married person
filing separately).
FOREIGN INVESTORS
If you are a foreign investor and you are not engaged in a U.S. trade or
business, you generally will not be subject to U.S. federal income tax,
including withholding tax, on the interest or gain on a bond issued after July
18, 1984 if you meet certain requirements, including the certification of
foreign status and other matters. You should consult your tax adviser about the
possible application of federal, state and local, and foreign taxes.
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.
14
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Corporate Income Fund, Monthly
Payment Series - 320, Defined Asset Funds:
We have audited the accompanying statement of condition of Corporate
Income Fund, Monthly Payment Series - 320, Defined Asset Funds,
including the portfolio, as of August 31, 2000 and the related
statements of operations and of changes in net assets for the years
ended August 31, 2000, 1999 and 1998. These financial statements are
the responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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 August 31, 2000, as shown in such portfolio, were
confirmed to us by The Chase Manhattan Bank, the Trustee. An audit
also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Corporate
Income Fund, Monthly Payment Series - 320, Defined Asset Funds at
August 31, 2000 and the results of its operations and changes in its
net assets for the above-stated years in accordance with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
New York, N.Y.
October 23, 2000
D - 1.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
As of August 31, 2000
<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities
at value (cost $ 16,406,939)(Note 1) ........ $15,663,469
Accrued interest................................ 392,663
Deferred organization cost...................... 101
Cash - income .................................. 94,033
Cash - principal ............................... 279,001
-------------
Total trust property ......................... 16,429,267
LESS LIABILITIES:
Income advance from Trustee..................... $ 411,042
Accrued Sponsors' fees ......................... 6,957
Other liabilities .............................. 101 418,100
------------- -------------
NET ASSETS, REPRESENTED BY:
17,595 units of fractional undivided
interest outstanding (Note 3) ............... 15,942,470
Undistributed net investment income ............ 68,697 $16,011,167
------------- =============
UNIT VALUE ($ 16,011,167 / 17,595 units).......... $ 909.98
=============
</TABLE>
See Notes to Financial Statements.
D - 2.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended August 31,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 1,312,697 $ 1,572,951 $ 1,833,396
Trustee's fees and expenses ............ (24,888) (28,888) (29,466)
Sponsors' fees ......................... (10,955) (9,066) (12,441)
----------------------------------------------
Net investment income .................. 1,276,854 1,534,997 1,791,489
----------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain (loss) on
securities sold or redeemed .......... (151,239) 40,543 125,797
Unrealized appreciation (depreciation)
of investments ....................... 73,487 (2,433,098) 1,676,192
----------------------------------------------
Net realized and unrealized
gain (loss) on investments ........... (77,752) (2,392,555) 1,801,989
----------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 1,199,102 $ (857,558) $ 3,593,478
==============================================
</TABLE>
See Notes to Financial Statements.
D - 3.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Years Ended August 31,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
OPERATIONS:
Net investment income .................. $ 1,276,854 $ 1,534,997 $ 1,791,489
Realized gain (loss) on
securities sold or redeemed .......... (151,239) 40,543 125,797
Unrealized appreciation (depreciation)
of investments ....................... 73,487 (2,433,098) 1,676,192
----------------------------------------------
Net increase (decrease) in net assets
resulting from operations ............ 1,199,102 (857,558) 3,593,478
----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
Income ................................ (1,280,009) (1,539,688) (1,796,294)
Principal .............................. (124,160) (62,097) (65,057)
----------------------------------------------
Total distributions .................... (1,404,169) (1,601,785) (1,861,351)
----------------------------------------------
SHARE TRANSACTIONS:
Redemption amounts - income ............ (9,187) (7,734) (17,628)
Redemption amounts - principal ......... (2,741,773) (2,871,691) (5,282,267)
----------------------------------------------
Total share transactions ............... (2,750,960) (2,879,425) (5,299,895)
----------------------------------------------
NET DECREASE IN NET ASSETS ............... (2,956,027) (5,338,768) (3,567,768)
NET ASSETS AT BEGINNING OF YEAR .......... 18,967,194 24,305,962 27,873,730
----------------------------------------------
NET ASSETS AT END OF YEAR ................ $16,011,167 $18,967,194 $24,305,962
==============================================
PER UNIT:
Income distributions during
year ................................. $ 66.94 $ 67.63 $ 68.42
==============================================
Principal distributions during
year ................................. $ 6.05 $ 2.65 $ 2.37
==============================================
Net asset value at end of
year ................................. $ 909.98 $ 916.25 $ 1,027.65
==============================================
TRUST UNITS:
Redeemed during year ................... 3,106 2,951 5,249
Outstanding at end of year ............. 17,595 20,701 23,652
==============================================
</TABLE>
See Notes to Financial Statements.
D - 4.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
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
accordance with accounting principles generally accepted in the United
States of America.
(A) Securities are stated at value as determined by the Evaluator
based on bid side evaluations for the securities. Realized
gains and losses on sales of securities are determined using
the first-in, first-out method.
(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 17,595 units at Date of Deposit ..................... $17,785,827
Less sales charge .......................................... 800,355
-----------
Net amount applicable to Holders ........................... 16,985,472
Redemptions of units - net cost of 15,349 units redeemed
less redemption amounts (principal)....................... 89,409
Realized loss on securities sold or redeemed ............... (105,076)
Principal distributions .................................... (283,865)
Net unrealized depreciation of investments.................. (743,470)
-----------
Net capital applicable to Holders .......................... $15,942,470
===========
</TABLE>
4. INCOME TAXES
As of August 31, 2000, net unrealized depreciation of investments,
based on cost for Federal income tax purposes, aggregated $743,470, of
which $870,430 related to depreciated securities and $126,960 related
to appreciated securities. The cost of investment securities for
Federal income tax purposes was $16,406,939 at August 31, 2000.
5. DEFERRED ORGANIZATION COSTS
Deferred organization costs are being amortized over a period of five
years. Included in "Other liabilities" in the accompanying Statement
of Condition is $101 payable to the Trustee for reimbursement of costs
related to the organization of the Trust.
D - 5.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
PORTFOLIO
As of August 31, 2000
<TABLE>
<CAPTION>
Rating of Issues (1)
----------------
Moody's Standard Optional
Portfolio No. and Title of Investors & Poor's Face Redemption
Securities Service Corporation Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
---------- --------- ----------- ------- ------ ---------- ----------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 Aetna Life & Casualty Company, A3 A $ 2,425,000 7.250% 2023 None $ 2,331,813 $ 2,253,356
Debentures
2 Atlantic City Electric Company, First A3 A- 2,500,000 7.000 2023 None 2,365,625 2,242,065
and Refunding Mortgage Bonds
3 Bell South Telecommunications AA2 AA- 2,320,000 6.750 2033 None 2,181,400 1,987,300
Incorporated, Debentures
4 New York Telephone Company, Debentures A1 A+ 1,200,000 7.000 2025 None 1,165,188 1,072,993
5 Pacific Bell Telephone Company, AA3 AA- 135,000 7.500 2033 None 137,025 126,608
Debentures
6 Pacific Gas and Electric Company, A1 AA- 60,000 7.250 2026 None 59,250 54,882
First and Refunding Mortgage Bonds Ser.
93 A
7 Public Service Electric and Gas A3 A- 35,000 7.000 2024 None 33,644 31,342
Company, First and Refunding Mortgage
Bonds,Ser. SS
8 Quebec Province Government, Debentures A2 A+ 1,690,000 7.125 2024 None 1,625,525 1,635,773
9 Republic of Italy Government, AA3 AA 1,980,000 6.875 2023 None 1,845,100 1,961,812
Debentures
10 Southern California Edison Company, A1 A+ 2,385,000 7.250 2026 None 2,320,494 2,181,805
First and Refunding Mortgage Bonds
Ser. 93 C
11 US West Communications Company, A2 BBB+ 2,500,000 6.875 2033 None 2,341,875 2,115,533
Debentures
---------- ---------- ----------
$17,230,000 $16,406,939 $15,663,469
========== ========== ==========
</TABLE>
See Notes to Portfolio.
D - 6.
<PAGE>
CORPORATE INCOME FUND,
MONTHLY PAYMENT SERIES - 320,
DEFINED ASSET FUNDS
NOTES TO PORTFOLIO
As of August 31, 2000
(1) "NR", if applicable, indicates that this security is not currently
rated by the indicated rating service. 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.
D - 7.
<PAGE>
Defined
Asset Funds-Registered Trademark-
<TABLE>
<S> <C>
HAVE QUESTIONS ? CORPORATE INCOME FUND
Request the most MONTHLY PAYMENT SERIES--320
recent free Information (A Unit Investment Trust)
Supplement that gives more ---------------------------------------
details about the Fund, This Prospectus does not contain
by calling: complete information about the
The Chase Manhattan Bank investment company filed with the
1-800-323-1508 Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
33-60603) and
- Investment Company Act of 1940 (file
no. 811-2295).
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.
---------------------------------------
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.
---------------------------------------
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.
15147--11/00
</TABLE>
