<PAGE>
Defined Asset FundsSM
<TABLE>
<CAPTION>
<S> <C>
CORPORATE 7.14% ESTIMATED CURRENT RETURN shows the estimated annual cash to be
INCOME FUND received from interest-bearing bonds in the Portfolio (net of estimated
MONTHLY PAYMENT SERIES--323 annual expenses) divided by the Public Offering Price (including the
(A UNIT INVESTMENT maximum sales charge).
TRUST)
7.35% ESTIMATED LONG TERM RETURN is a measure of the estimated return
over the estimated life of the Fund. This represents an average of the
- ----------------------------------- yields to maturity (or in certain cases, to an earlier call date) of
/ / DESIGNED FOR HIGH the individual bonds in the Portfolio, adjusted to reflect the maximum
CURRENT INCOME sales charge and estimated expenses. The average yield for the
/ / DEFINED PORTFOLIO OF Portfolio is derived by weighting each bond's yield by its market value
CORPORATE BONDS and the time remaining to the call or maturity date, depending on how
/ / MONTHLY INCOME the bond is priced. Unlike Estimated Current Return, Estimated Long
/ / INVESTMENT GRADE Term Return takes into account maturities, discounts and premiums of
the underlying bonds.
7.14% No return estimate can be predictive of your actual return because
ESTIMATED CURRENT RETURN returns will vary with purchase price (including sales charges), how
long units are held, changes in Portfolio composition, changes in
interest income and changes in fees and expenses. Therefore, Estimated
7.35% Current Return and Estimated Long Term Return are designed to be
ESTIMATED LONG TERM RETURN comparative rather than predictive. A yield calculation which is more
comparable to an individual bond may be higher or lower than Estimated
Current Return or Estimated Long Term Return which are more comparable
to return calculations used by other investment products.
AS OF SEPTEMBER 30, 1996
------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADE-
QUACY OF THIS DOCUMENT. ANY REPRESENTATION TO
SPONSORS: THE CONTRARY IS A CRIMINAL OFFENSE.
Merrill Lynch, Inquiries should be directed to the Trustee at 1-800-221-7771.
Pierce, Fenner & Smith Incorporated Prospectus dated October 1, 1996.
Smith Barney Inc.
Prudential Securities Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR
Dean Witter Reynolds Inc. FUTURE REFERENCE.
PaineWebber Incorporated
</TABLE>
<PAGE>
Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into "units" representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined "distinctives". You know in advance
what you are investing in and that changes in the portfolio are limited -- a
defined portfolio. Most defined bond funds pay interest monthly -- defined
income. The portfolio offers a convenient and simple way to invest -- simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
- Municipal portfolios
- Corporate portfolios
- Government portfolios
- Equity portfolios
- International portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with "laddered maturities" to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- --------------------------------------------------------------------------
Defined Monthly Payment Series
- --------------------------------------------------------------------------
Our defined portfolio of long term corporate bonds offers you a simple and
convenient way to earn a high level of current monthly income. And by purchasing
Defined Asset Funds, you not only receive professional selection but also gain
the advantage of reduced risk by investing in bonds of several different
issuers.
INVESTMENT OBJECTIVE
To provide a high level of current income through investment in a fixed
portfolio consisting primarily of long-term corporate bonds.
DIVERSIFICATION
The Portfolio is diversified among 12 bond issues. Spreading your investment
among different issuers reduces your risk, but does not eliminate it. Because of
deposits of additional bonds during the initial offering period of the Fund and
maturities, sales or other dispositions of bonds, the size, composition and
return of the Portfolio will change over time.
- --------------------------------------------------------------------------
Defining Your Portfolio
- --------------------------------------------------------------------------
PROFESSIONAL SELECTION AND SUPERVISION
The Portfolio contains a variety of bonds selected by experienced buyers The
Fund is not actively managed; however, it is regularly reviewed and a bond can
be sold if retaining it is considered detrimental to investors' interests.
TYPES OF BONDS
The Portfolio consists of $6,000,000 face amount of long term bonds issued by 12
different corporate issuers.
<TABLE>
<CAPTION>
APPROXIMATE
PERCENTAGE OF
ISSUERS PORTFOLIO
- ---------------------------------------
<S> <C>
Corporate Utilities 67%
Financial Institutions 8
Foreign Government 8
Manufacturing 17
</TABLE>
BOND CALL FEATURES
It is possible that during periods of falling interest rates, a bond with a
coupon higher than current market rates will be prepaid or "called", at the
option of the bond issuer, before its expected maturity. When bonds are
initially callable, the price is usually at a premium to par which then declines
to par over time. Bonds may also be subject to a mandatory sinking fund or have
extraordinary redemption provisions. For example, if the bond's proceeds are not
able to be used as intended the bond may be redeemed. This redemption and the
sinking fund are often at par.
CALL PROTECTION
Although many bonds are subject to optional refunding or call provisions, we
have selected bonds with call protection. This call protection means that any
bond in the Portfolio generally cannot be called for a number of years and
thereafter at a declining premium over par.
TAX INFORMATION
In the opinion of special counsel to the Sponsors, each Holder will be
considered to have received the interest on his pro rata portion of each bond
when interest on the bond is received by the Fund. This interest is taxable for
U.S. investors but exempt from U.S. Federal income taxes, including withholding
taxes, for many foreign investors. (See Taxes.)
A-2
<PAGE>
- --------------------------------------------------------------------------
Defining Your Investment
- --------------------------------------------------------------------------
PUBLIC OFFERING PRICE PER UNIT $981.47
The Public Offering Price as of September 30, 1996, the business day prior to
the Initial Date of Deposit, is based on the aggregate offer side value of the
underlying bonds in the Fund ($5,622,500.00), plus a maximum sales charge of
4.712% of the value of the bonds, plus cash ($74,000.00), divided by the number
of units (6,074). The Public Offering Price on any subsequent date will vary. An
amount equal to net accrued but undistributed interest on the unit is added to
the Public Offering Price. The underlying bonds are evaluated by an independent
evaluator at 3:30 p.m. Eastern time.
LOW MINIMUM INVESTMENT
You can get started with a minimum purchase of about $1,000.
UNIT PAR VALUE
The par value of your unit--the amount of money you will receive by termination
of the Fund, assuming all the bonds are paid at maturity or are redeemed by the
issuer at par or sold by the Fund at par to meet redemptions--is $1,000.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into a separate
portfolio of corporate bonds. Reinvesting helps to compound your income.
PRINCIPAL DISTRIBUTIONS
Principal from sales, redemptions and maturities of bonds in the Fund will be
distributed to investors periodically when the amount to be distributed is more
than $5.00 per unit.
TERMINATION DATE
The Fund will generally terminate following the maturity date of the last
maturing bond listed in the Portfolio. The Fund may be terminated earlier if the
value is less than 40% of the face amount of bonds deposited.
SPONSORS' PROFIT OR LOSS
The Sponsors' profit or loss associated with the Fund will include the receipt
of applicable sales charges, any fees for underwriting or placing bonds,
fluctuations in the Public Offering Price or secondary market price of units, a
gain of $24,660.00 on the initial deposit of the bonds and a gain or loss on
subsequent deposits of additional bonds (see Underwriters' and Sponsors' Profits
in Part B).
UNDERWRITING ACCOUNT
None of the Sponsors has participated as sole underwriter, managing underwriter
or member of an underwriting syndicate from which any of the bonds in the
Portfolio were acquired.
<TABLE>
<CAPTION>
<S> <C>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
P.O. Box 9051,
Princeton, NJ 08543-9051 66.25%
SMITH BARNEY INC.
388 Greenwich Street--23rd Floor,
New York, NY 10013 12.35%
PRUDENTIAL SECURITIES INCORPORATED
One New York Plaza
New York, NY 10292 4.94%
DEAN WITTER REYNOLDS INC.
Two World Trade Center--59th Floor,
New York, NY 10048 8.23%
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas,
New York, NY 10019 4.12%
GRUNTAL & CO. INCORPORATED
14 Wall Street
New York, NY 10005 1.65%
OPPENHEIMER & CO.
1 World Financial Center
Oppenheimer Tower, 8th Floor
New York, NY 10281 1.23%
RAYMOND JAMES
880 Carillon Parkway
Department 11-C
St. Petersburg, FL 33716 1.23%
------------
100.00%
------------
</TABLE>
- --------------------------------------------------------------------------
Defining Your Risks
- --------------------------------------------------------------------------
RISK FACTORS
The Fund is concentrated in bonds issued by Corporate Utilities and is therefore
dependent to a significant degree on revenues generated from those particular
activities (see Risk Factors in Part B).
Unit price fluctuates and could be adversely affected by increasing interest
rates as well as the financial condition of the issuers of the bonds. Because of
the possible maturity, sale or other disposition of securities, the size,
composition and return of the portfolio may change at any time. Because of the
sales charges, returns of principal and fluctuations in unit price, among other
reasons, the sale price will generally be less than the cost of your units. Unit
A-3
<PAGE>
prices could also be adversely affected if a limited trading market exists in
any security to be sold. There is no guarantee that the Fund will achieve its
investment objective.
- --------------------------------------------------------------------------
Defining Your Costs
- --------------------------------------------------------------------------
SALES CHARGES
Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
<TABLE>
<CAPTION>
As a %
As a % of Secondary
of Initial Offering Market
Period Public Public Offering
Offering Price Price
------------------- ----------------
<S> <C> <C>
Maximum Sales Charges 4.50% 5.50%
</TABLE>
The Fund (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds.
ESTIMATED ANNUAL FUND OPERATING EXPENSES
<TABLE>
<CAPTION>
As a %
of Average
Net Assets* Per Unit
------------- ----------
<S> <C> <C>
Trustee's Fee .074% $0.69
Portfolio Supervision,
Bookkeeping and
Administrative Fees .048% $0.45
Organizational Expenses .020% $0.19
Evaluator's Fee .021% $0.20
Other Operating Expenses .024% $0.22
------------ ----------
TOTAL .187% $1.75
</TABLE>
- ---------
*Based on the mean of the bid and offer side evaluations.
COSTS OVER TIME
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods:
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C>
$47 $51 $55 $68
</TABLE>
The example assumes reinvestment of all distributions into additional units of
the Fund (a reinvestment option different from that offered by this Fund) and
uses a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. The Costs Over Time above
reflect both sales charges and operating expenses on an increasing investment
(because the net annual return is reinvested). The example should not be
considered a representation of past or future expenses or annual rate of return;
the actual expenses and annual rate of return may be more or less than the
example.
REDEEMING OR SELLING YOUR INVESTMENT
You may redeem or sell your units at any time. Your price is based on the Fund's
then current net asset value (generally based on the lower, bid side evaluation
of the bonds, as determined by an independent evaluator), plus principal cash,
if any, as well as accrued interest. The per unit bid side redemption and
secondary market repurchase price as of September 30, 1996 was $932.91 ($48.56
less than the Public Offering Price). There is no fee for redeeming or selling
your units.
- --------------------------------------------------------------------------
Defining Your Income
- --------------------------------------------------------------------------
MONTHLY INTEREST INCOME
The Fund pays monthly income, even though the bonds generally pay interest
semi-annually.
WHAT YOU MAY EXPECT
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
<TABLE>
<CAPTION>
<S> <C>
First Distribution per unit
(October 25, 1996): $ 1.75
Regular Monthly Income per unit
(Beginning on November 25, 1996): $ 5.84
Annual Income per unit: $70.08
</TABLE>
These figures are estimates determined as of the business day prior to the
Initial Date of Deposit and actual payments may vary.
Estimated cash flows are available upon request from the Sponsors.
A-4
<PAGE>
- --------------------------------------------------------------------------
Defined Portfolio
- --------------------------------------------------------------------------
Corporate Income Fund
Monthly Payment Series--323
October 1, 1996
<TABLE>
<CAPTION>
RATINGS OF ISSUES (1)
-----------------------
OPTIONAL SINKING
STANDARD REFUNDING FUND COST
PORTFOLIO TITLE & POOR'S MOODY'S FITCH REDEMPTIONS (2) REDEMPTIONS (2) TO FUND (3)
- -------------------------------------- --------- ------- ----- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
1. $500,000 Consolidated Edison A+ A1 NR 6/15/[email protected] -- $ 480,625.00
Company, Debentures, 7.500%, 6/15/23
2. $500,000 Ford Motor Company, A+ A1 NR -- -- 466,875.00
Debentures, 7.125%, 11/15/25
3. $500,000 IBM Corporation, A A1 NR -- -- 465,625.00
Debentures, 7.000%, 10/30/25
4. $500,000 General Motors A- A3 A- -- -- 476,875.00
Corporation, Debentures, 7.40%, 9/1/25
5. $500,000 New York Telephone A A2 NR 2/01/[email protected] -- 485,000.00
Company, Debentures, 7.625%, 2/1/23
6. $500,000 Pacific Bell Telephone AA- A1 NR 2/01/[email protected] -- 478,125.00
Company, Debentures, 7.500%, 2/01/33
7. $500,000 Pacific Gas & Electric A A2 A 6/01/[email protected] -- 467,500.00
Company, First and Refunding Mortgage
Bonds, Series 93A, 7.250%, 3/1/26
8. $500,000 PECO Energy, First and BBB+ Baa1 A- 11/01/[email protected] -- 460,000.00
Refunding Mortgage Bonds, 7.250%,
11/1/24
9. $500,000 Public Service Electric & A- A3 A- 9/01/[email protected] -- 451,250.00
Gas Company, First and Refunding
Mortgage Bonds, Series SS, 7.000%,
9/01/24
10. $500,000 NationsBank Corporation, A- A3 A -- -- 468,750.00
Subordinated Notes, 7.25%, 10/15/25
11. $500,000 Quebec Province A+ A2 NR -- -- 481,250.00
Government, Debentures, 7.50%, 7/15/23
12. $500,000 US West Communications A+ Aa3 NR 9/15/[email protected] -- 440,625.00
Company, Debentures, 6.875%, 9/15/33
$5,622,500.00
--------------
</TABLE>
- ---------
(1) These ratings have been furnished by the Evaluator but not confirmed with
the rating agencies. See Appendix A to Part B.
(2) Bonds are first subject to optional redemptions (which may be exercised in
whole or in part) on the dates and at the prices indicated under the Optional
Refunding Redemptions column. In subsequent years, bonds are redeemable at
declining prices, but typically not below par value. Some issues may be subject
to sinking fund redemption or extraordinary redemption without premium prior to
the dates shown.
(3) Evaluation of the bonds by the Evaluator is made on the basis of current
offer side evaluation. On this basis, 100% of the bonds were deposited at a
discount from par. On the business day prior to the Initial Date of Deposit, the
bid side evaluation was .53% lower than the offer side evaluation.
A-5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders of Corporate Income Fund, Monthly Payment
Series--323, Defined Asset Funds (the "Fund"):
We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Fund as of October 1, 1996. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of cash and an irrevocable letter of credit deposited for the
purchase of securities, as described in the statement of condition, with the
Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of October 1, 1996
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
NEW YORK, N.Y.
OCTOBER 1, 1996
STATEMENT OF CONDITION AS OF OCTOBER 1, 1996
<TABLE>
<CAPTION>
<S> <C>
TRUST PROPERTY
Investments--Bonds and Contracts to purchase Bonds(1) $5,622,500.00
Cash 74,000.00
Accrued interest to initial date of deposit on underlying Bonds 111,131.96
Organizational Costs(2) 18,222.00
------------
$5,825,853.96
Total ------------
------------
LIABILITIES AND INTEREST OF HOLDERS
Liabilities: Advance by the Trustee for accrued interest(3) $ 111,131.96
Accrued Liability(2) 18,222.00
------------
Subtotal 129,353.96
------------
Interest of Holders of 6,074 Units of fractional undivided interest outstanding:
Cost to investors(4) $5,961,447.88
Gross underwriting commissions(5) (264,947.88)
------------
Subtotal 5,696,500.00
------------
Total $5,825,853.96
------------
------------
</TABLE>
- ---------
(1) Aggregate cost to the Fund of the bonds listed under Defined Portfolio is
based on the offering side evaluation determined by the Evaluator at the
evaluation time on the business day prior to the Initial Date of Deposit. The
contracts to purchase the bonds are collateralized by an irrevocable letter of
credit which has been issued by The Development Bank of Singapore, New York
Agency, in the amount of $5,711,396.24 and deposited with the Trustee. The
amount of the letter of credit includes $5,597,840.00 for the purchase of
$6,000,000.00 face amount of the bonds, plus $113,556.24 for accrued interest.
(2) This represents a portion of the Fund's organizational costs, which will be
deferred and amortized over five years. Organizational costs have been estimated
based on a projected Fund size of 18,222 Units. To the extent the Fund is larger
or smaller, the amount paid may vary.
(3) Representing a special distribution by the Trustee to the Sponsors, of an
amount equal to the accrued interest on the bonds as of the initial date of
deposit.
(4) Aggregate public offering price (exclusive of interest) computed on the
basis of the offering side evaluation of the underlying bonds as of the
evaluation time on the business day prior to the initial date of deposit.
(5) Assumes the maximum sales charge of 4.50% of the Public Offering Price
(4.712% of the value of the bonds).
A-6
<PAGE>
CORPORATE INCOME FUND
MONTHLY PAYMENT SERIES
DEFINED ASSET FUNDS
I want to learn more about automatic reinvestment in the
Investment Accumulation Program. Please send me
information about participation in the Corporate Fund
Accumulation Program, Inc. and a current Prospectus.
My name (please print)
My address (please print):
Street and Apt. No.
City, State, Zip Code
This page is a self-mailer. Please complete the
information above, cut along the dotted line, fold along
the lines on the reverse side, tape, and mail with the
Trustee's address displayed on the outside.
1 2 3 4 5 6 7 8
<PAGE>
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
BUSINESS REPLY MAIL
FIRST CLASS PERMIT NO. 1313 NEW YORK, NY
POSTAGE WILL BE PAID BY ADDRESSEE
THE BANK OF NEW YORK
P.O. BOX 974
WALL STREET STATION
NEW YORK, NY 10268-0974
(Fold along this line.)
(Fold along this line.)
<PAGE>
APPENDIX A
DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)
STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW HILL, INC.
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay
principal, and differs from the highest rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC--Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
The ratings may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
A provisional rating, indicated by "p" following a rating, assumes the
successful completion of the project being financed by the issuance of the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion.
MOODY'S INVESTORS SERVICE INC.
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
a-1
<PAGE>
Rating symbols may include numerical modifiers 1, 2 or 3. The numerical
modifier 1 indicates that the security ranks at the high end, 2 in the
mid-range, and 3 nearer the low end, of the generic category. These modifiers of
rating symbols are to give investors a more precise indication of relative debt
quality in each of the historically defined categories.
Conditional ratings, indicated by "Con.", are sometimes given when the
security for the bond depends upon the completion of some act or the fulfillment
of some condition. Such bonds are given a conditional rating that denotes their
probable credit stature upon completion of that act or fulfillment of that
condition.
FITCH INVESTORS SERVICES, INC.
AAA--These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--These bonds are considered to be investment grade and of high quality. The
obligor's ability to pay interest and repay principal, which very strong, is
somewhat less than for AAA rated securities or more subject to possible change
over the term of the issue.
A--These bonds are considered to be investment grade and of good quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however are more likely to weaken this ability than bonds with higher ratings.
A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.
DUFF & PHELPS CREDIT RATING CO.
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but may
vary slightly from time to time because of economic stress.
A--Protection factors are average but adequate. However, risk factors are more
variable and greater in periods of economic stress.
A "+" or a "-" sign after a rating symbol indicates relative standing in its
rating.
a-2
<PAGE>
APPENDIX B
INITIAL OFFERING SALES CHARGE SCHEDULE
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
------------------------------------
AS PERCENT OF AS PERCENT OF
OFFER SIDE PUBLIC NET AMOUNT
NUMBER OF UNITS OFFERING PRICE INVESTED
- ---------------------------------------- ------------------ --------------
MONTHLY PAYMENT SERIES, INSURED SERIES:
<S> <C> <C> <C> <C> <C>
Less than 250. . . . . . . . . . . . . 4.50% 4.712%
250 - 499. . . . . . . . . . . . . . . 3.50 3.627
500 - 749. . . . . . . . . . . . . . . 3.00 3.093
750 - 999. . . . . . . . . . . . . . . 2.50 2.564
1,000 or more. . . . . . . . . . . . . 2.00 2.041
INTERMEDIATE SERIES:
Less than 250. . . . . . . . . . . . . 4.00% 4.167%
250 - 499. . . . . . . . . . . . . . . 3.00 3.093
500 - 749. . . . . . . . . . . . . . . 2.50 2.564
750 - 999. . . . . . . . . . . . . . . 2.00 2.040
1,000 or more. . . . . . . . . . . . . 1.50 1.523
</TABLE>
SECONDARY MARKET SALES CHARGE SCHEDULE
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
----------------------------------
AS PERCENT OF AS PERCENT OF
BID SIDE PUBLIC NET AMOUNT
NUMBER OF UNITS OFFERING PRICE INVESTED
- ------------------------------------ ---------------- --------------
<S> <C> <C> <C> <C> <C>
Less than 250. . . . . . . . . . . 5.50% 5.820%
250 - 499. . . . . . . . . . . . . 4.50 4.712
500 - 749. . . . . . . . . . . . . 3.50 3.627
750 - 999. . . . . . . . . . . . . 2.50 2.564
1,000 or more. . . . . . . . . . . 2.00 2.041
INTERMEDIATE SERIES:
Less than 250. . . . . . . . . . . 4.75% 4.987%
250 - 499. . . . . . . . . . . . . 3.75 3.896
500 - 749. . . . . . . . . . . . . 2.75 2.828
750 - 999. . . . . . . . . . . . . 2.00 2.041
1,000 or more. . . . . . . . . . . 1.50 1.523
</TABLE>
The concession to dealers will be 65% of the effective sales charge.
b-1
<PAGE>
Defined
Asset FundsSM
<TABLE>
<CAPTION>
<S> <C>
SPONSORS: CORPORATE INCOME FUND
Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Defined Asset Funds Monthly Payment Series--323
P.O. Box 9051 (A Unit Investment Trust)
Princeton, NJ 08543-9051
(609) 282-8500 This Prospectus does not contain all of the information with respect
to the investment company set forth in its registration statement
Smith Barney Inc. and exhibits relating thereto which have been filed with the
Unit Trust Department Securities and Exchange Commission, Washington, D.C. under the
388 Greenwich Street--23rd Floor Securities Act of 1933 and the Investment Company Act of 1940, and
New York, NY 10013 to which reference is hereby made. Copies of filed material can be
(212) 816-4000 obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The
PaineWebber Incorporated Commission also maintains a Web site that contains information
1200 Harbor Blvd. statements and other information regarding registrants such as
Weehawken, NJ 07087 Defined Asset Funds that file electronically with the Commission at
(201) 902-3000 http://www.sec.gov.
---------------------
Prudential Securities Incorporated
One New York Plaza No person is authorized to give any information or to make any
New York, NY 10292 representations with respect to this investment company not
(212) 778-6164 contained in its registration statement and related exhibits; and
any information or representation not contained therein must not be
Dean Witter Reynolds Inc. relied upon as having been authorized.
Two World Trade Center ---------------------
59th Floor
New York, NY 10048 When Units of this Series are no longer available, this Prospectus
(212) 392-2222 may be used as a preliminary prospectus for a future series, and
investors should note the following:
Information contained herein is subject to amendment. A registration
statement relating to those securities has been filed with the
Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there
be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
EVALUATOR:
Interactive Data Corporation
14 Wall Street
New York, NY 10005
TRUSTEE:
The Bank of New York
Box 974 -- Wall Street Division
New York, NY 10268-0974
1-800-221-7771
</TABLE>
UT6294 J6
