<PAGE>
Def ined
Asset FundsSM
MUNICIPAL INVESTMENT This Defined Fund is a portfolio of preselected
TRUST FUND securities, formed for the purpose of providing
- ------------------------------interest income which in the opinion of counsel
is, with certain exceptions, exempt from regular
Intermediate Term Series--225 Federal income taxes under existing law through
(Short Intermediate investment in a fixed portfolio of fixed rate Debt
Maturities) Obligations with fixed maturity or disposition
A Unit Investment Trust dates ranging from 1997 to 2001, issued primarily
12,000 Units by states, municipalities, public authorities and
/ / Tax-Free similar entities or by certain U.S. territories or
/ / Monthly Income possessions, and rated investment grade or having,
/ / Professional Selection in the opinion of Defined Asset Funds research
4.30% analysts, comparable credit characteristics.
ESTIMATED CURRENT RETURN Although interest on certain of the Debt
AS OF FEBRUARY 10, 1994 Obligations in this Fund may be a preference item
4.28% for purposes of Alternative Minimum Tax, the yield
ESTIMATED LONG TERM RETURN on these obligations is generally higher than on
AS OF FEBRUARY 10, 1994 obligations of comparable quality that are not
subject to AMT. The value of the Units of the Fund
will fluctuate with the value of the Portfolio of
underlying Securities.
The Estimated Current Return and Estimated Long
Term Return figures shown give different
information about the return to investors.
Estimated Current Return on a Unit shows a net
annual current cash return based on the initial
Public Offering Price and the maximum applicable
sales charge and is computed by multiplying the
estimated net annual interest rate per Unit by
$1,000 and dividing the result by the Public
Offering Price per Unit (including the sales
charge but not including accrued interest).
Estimated Long Term Return shows a net annual
long-term return to investors holding to maturity
based on the yield on the individual bonds in the
Portfolio, weighted to reflect the time to
maturity (or in certain cases to an earlier call
date) and market value of each bond in the
Portfolio, adjusted to reflect the Public Offering
Price (including the sales charge) and estimated
expenses. Unlike Estimated Current Return,
Estimated Long Term Return takes into account
maturities of the underlying Securities and
discounts and premiums. Distributions of income on
Units are generally subject to certain delays; if
the Estimated Long Term Return figure shown took
these delays into account, it would be lower. Both
Estimated Current Return and Estimated Long Term
Return are subject to fluctuations with changes in
Portfolio composition (including the redemption,
sale or other disposition of Securities in the
Portfolio), changes in the market value of the
underlying Securities and changes in fees and
expenses. Estimated cash flows for the Fund are
set forth in the Prospectus.
Minimum purchase: 1 Unit.
--------------------------------------------------
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
SPONSORS: ACCURACY
Merrill Lynch, OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
Pierce, Fenner & Smith Inc. TO THE CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Shearson Inc. INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
PaineWebber Incorporated 1-800-338-6019.
Prudential Securities PROSPECTUS DATED FEBRUARY 11, 1994.
Incorporated READ AND RETAIN THIS PROSPECTUS FOR FUTURE
Dean Witter Reynolds Inc. REFERENCE.
<PAGE>
- --------------------------------------------------------------------------------
DEFINED ASSET FUNDSSM is America's oldest and largest family of unit
investment trusts with over $90 billion sponsored since 1970. Each Defined
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.
With Defined Asset Funds you know in advance what you are investing in and
that changes in the portfolio are limited. Most defined bond funds pay
interest monthly and repay principal as bonds are called, redeemed, sold or
as they mature. Defined equity funds offer preselected stock portfolios with
defined termination dates.
Your financial advisor can help you select a Defined Fund to meet your
personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. Defined Funds are available in the
following types of securities: municipal bonds, corporate bonds, government
bonds, utility stocks, growth stocks, even international securities
denominated in foreign currencies.
Termination dates are as short as one year or as long as 30 years. Special
funds are available for investors seeking extra features: insured funds,
double and triple tax-free funds, and funds with 'laddered maturities' to
help protect against rising interest rates. Defined Funds are offered by
prospectus only.
- -----------------------------------------------------------------------------
CONTENTS
Investment Summary....................................... A-3
Tax-Free vs. Taxable Income.............................. A-5
Underwriting Account..................................... A-7
Report of Independent Accountants........................ A-8
Statement of Condition................................... A-9
Portfolio................................................ A-10
Estimated Cash Flow to Holders........................... A-13
Fund Structure........................................... 1
Risk Factors............................................. 2
Description of the Fund.................................. 19
Taxes.................................................... 22
Public Sale of Units..................................... 24
Market for Units......................................... 27
Redemption............................................... 28
Expenses and Charges..................................... 29
Administration of the Fund............................... 30
Resignation, Removal and Limitations on Liability........ 34
Miscellaneous............................................ 35
Description of Ratings................................... 37
A-2
<PAGE>
INVESTMENT SUMMARY AS OF FEBRUARY 10, 1994 (THE BUSINESS DAY PRIOR TO THE
INITIAL DATE OF DEPOSIT)+
ESTIMATED CURRENT RETURN*
(based on Public Offering Price) 4.30%
ESTIMATED LONG TERM RETURN*
(based on Public Offering Price) 4.28%
PUBLIC OFFERING PRICE PER UNIT
(including 2.75% sales charge) $ 1,030.00**
FACE AMOUNT OF SECURITIES-- $ 12,000,000
INITIAL NUMBER OF UNITS--*** 12,000
SPONSORS' REPURCHASE PRICE AND
REDEMPTION PRICE PER UNIT****
(based on bid side evaluation) $ 994.67**
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT-- 1/12,000TH
CALCULATION OF PUBLIC OFFERING PRICE
Aggregate offering side evaluation of Securities in
Fund..................................................$ 12,020,088.85
------------------
Divided by 12,000 Units..................................$ 1,001.67
Plus sales charge of 2.75% of Public Offering Price
(2.828% of net amount invested in Securities)++.......$ 28.33
------------------
Public Offering Price per Unit...........................$ 1,030.00
Plus accrued interest+++.................................$ 0.86
------------------
Total.................................................$ 1,030.86
------------------
------------------
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO
Face amount of Securities with offering side
evaluation: over par--54%
at par--26%
at a discount from par--20%
PERCENTAGE OF AGGREGATE FACE AMOUNT OF
DEBT OBLIGATIONS ISSUED AT 'ORIGINAL
ISSUE DISCOUNT' (SEE TAXES)............................... 34%
CALCULATION OF ESTIMATED NET ANNUAL INTEREST RATE PER UNIT
(based on face amount of $1,000 per Unit)
Annual interest rate per Unit............................. 4.601%
Less estimated annual expenses per Unit ($1.73) expressed
as a percentage........................................ .173%
------------------
Estimated net annual interest rate per Unit............... 4.428%
------------------
------------------
DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT-- .0123%
MONTHLY INCOME DISTRIBUTIONS
First distribution to be paid on the 25th day of May, 1994
to Holders of record on the 10th day of May, 1994.........$ 3.44
Calculation of second and following
distributions, to be paid on the 25th
day of each month:
Estimated net annual interest rate per Unit times
$1,000.................................................$ 44.28
Divided by 12.............................................$ 3.69
REDEMPTION PRICE PER UNIT LESS THAN:
Public Offering Price by....................................$ 35.33
Sponsors' Initial Repurchase Price by $ 7.00
RECORD DAY--The 10th day of each month
DISTRIBUTION DAY--The 25th day of each month
MINIMUM CAPITAL DISTRIBUTION
No distribution need be made from Capital Account if
balance is less than $5.00 per Unit
SPONSORS' PROFIT (LOSS) ON DEPOSIT............................$ 27,582.85
TRUSTEE'S ANNUAL FEE AND EXPENSES++++
$1.73 per Unit commencing May, 1994 (see Expenses and Charges)
PORTFOLIO SUPERVISION FEE+++++
Maximum of $0.25 per $1,000 face amount of underlying Debt Obligations (see
Expenses and Charges)
EVALUATOR'S FEE FOR EACH EVALUATION
Minimum of $10.00 (see Expenses and Charges)
EVALUATION TIME
3:30 P.M. New York Time
MANDATORY TERMINATION DATE
Trust must be terminated no later than one year after the maturity date of
the last maturing Debt Obligation listed under Portfolio (see Portfolio).
MINIMUM VALUE OF FUND
Trust may be terminated if value of Fund is less than 40% of the face
amount of Securities in the Portfolio on the date of their deposit.
- ------------------
* Estimated Current Return represents annual interest income after estimated
annual expenses divided by the maximum public offering price including a 2.75%
maximum sales charge. Estimated Long Term Return is the net annual percentage
return based on the yield on each underlying Debt Obligation weighted to reflect
market value and time to maturity or earlier call date. Estimated Long Term
Return is adjusted for estimated expenses and the maximum offering price but not
for delays in the Fund's distribution of income. Estimated Current Return shows
current annual cash return to investors while Estimated Long Term Return shows
the return on Units held to maturity, reflecting maturities, discounts and
premiums on underlying Debt Obligations. Each figure will vary with purchase
price including sales charge, changes in the net interest income and the
redemption, sale or other disposition of Debt Obligations in the Portfolio.
** Plus accrued interest.
*** The Sponsors may create additional Units during the offering period of the
fund.
**** During the initial offering period, the Sponsors intend to offer to
purchase Units at prices based on the offer side value of the underlying
Securities. Thereafter, the Sponsors intend to maintain such a market based on
the bid side value of the underlying Securities, which will be equal to the
Redemption Price. (See Market for Units.)
+ The Indenture was signed and the deposit was made on the date of this
Prospectus.
++ The sales charge during the initial offering period and in the secondary
market will be reduced on a graduated scale in the case of purchases of 250 or
more Units; the secondary market sales charge will also vary depending on the
maturities of the underlying Securities (see Public Sale of Units--Public
Offering Price). Any resulting reduction in the Public Offering Price will
increase the effective current and long term returns on a Unit.
+++ Figure shown represents interest accrued on underlying Securities from the
Initial Date of Deposit to expected date of settlement (normally five business
days after purchase) for Units purchased on Initial Date of Deposit (see
Description of the Fund--Income; Estimated Current Return; Estimated Long Term
Return).
++++ During the first year the Trustee's Annual Fee and Expenses will be reduced
by $0.41 per Unit. Estimated annual interest income per Unit (estimated annual
interest rate per Unit times $1,000) will be $45.60, estimated expenses per Unit
will be $1.32 and estimated net annual income per Unit will remain the same (see
Description of the Fund--Income; Estimated Current Return; Estimated Long Term
Return).
+++++ The Sponsors may also be reimbursed for bookkeeping or other
administrative expenses not exceeding their actual costs, currently at a maximum
annual rate of $0.10 per Unit.
A-3
<PAGE>
INVESTMENT SUMMARY AS OF FEBRUARY 10, 1994 (CONTINUED)
OBJECTIVES OF THE FUND--To provide higher tax exempt income for investors
who are not subject to Alternative Minimum Tax through investment in a fixed
portfolio consisting of short-intermediate term fixed-income Debt Obligations
with fixed maturity or disposition dates, issued by states, municipalities,
public authorities and similar entities or by certain United States territories
or possessions and either rated investment grade or backed by third-party
obligations that are rated investment grade or having, in the opinion of Defined
Asset Funds research analysts, credit characteristics comparable to those of
investment grade securities. There is no assurance that this objective will be
met because it is subject to the continuing ability of issuers of the Debt
Obligations held by the Fund to meet their principal and interest requirements
or of individual third-party obligors to meet their obligations under their
third-party obligations, as well as to investors not being subject to the
Alternative Minimum Tax. Furthermore, the market value of the underlying Debt
Obligations, and therefore the value of the Units, will fluctuate with changes
in interest rates and other factors. (See Risk Factors.)
PORTFOLIO AT A GLANCE--
DIVERSIFICATION--The Portfolio contains 14 different issues of state,
municipal and public authority short intermediate-term Debt Obligations.
Approximately 45% of the aggregate face amount of the Portfolio consists of Debt
Obligations of issuers in California (29%) and Michigan (16%). Because of
possible maturity, sale or other disposition of Securities, the size,
composition, and return of the Portfolio may change at any time.
INVESTMENT QUALITY--13 issues are rated investment grade: Standard & Poor's
rated 2 issues AAA, 1 issue AA and 4 issues A; Moody's rated 1 issue Aaa, 2
issues Aa and 3 issues A. The remaining issue is not rated, however, in the
opinion of the Agent for the Sponsors, the issue has credit characteristics
comparable to debt obligations rated A or better.
SHORT INTERMEDIATE-TERM MATURITIES--The issues have maturity or disposition
dates ranging from 1997 to 2001. These maturities give investors an opportunity
to take advantage of current short intermediate-term rates.
CALL PROTECTION--Issuers are usually able to redeem bonds under optional
refunding and sinking fund provisions. Optional refunding redemptions, which may
redeem all or part of an issue, are in most cases initially at a premium, and
then in subsequent years at declining prices, but typically not below par value.
Approximately 88% of the aggregate face amount of the Portfolio is not subject
to optional refunding redemptions prior to maturity; approximately 12% of the
aggregate face amount of the Portfolio is subject to optional refunding
redemption but not before 1996 and then at prices initially not less than 100%
of par. Bonds are also generally subject to mandatory sinking fund redemptions
at par over the life of the issue and may also provide for redemption at par
prior or in addition to optional or mandatory redemption dates or maturity (see
Footnote (2) to Portfolio).
RISK FACTORS--The Sponsors may deposit additional Securities in the Fund
(where additional Units are to be offered to the public) subsequent to the
Initial Date of Deposit (see Fund Structure). Investment in the Fund should be
made with an understanding that the value of the underlying Portfolio may
decline with increases in interest rates. In recent years, there have been wide
fluctuations in interest rates and thus in the value of fixed-rate debt
obligations generally. The Sponsors cannot predict future economic policies or
their consequences or, therefore, the course or extent of any similar
fluctuations in the future. Since the interest on certain of the Debt
Obligations is a preference item for purposes of Alternative Minimum Tax, the
Fund may be appropriate only for investors who are not subject to Alternative
Minimum Tax (see Taxation below).
One issue is a general obligation bond; the remaining issues (approximately
92% of the aggregate face amount of the Portfolio) are payable from the income
of a specific project or authority and can be divided by source of revenue as
follows: Hospitals, 3; Financial Institutions, 2; Industrial Development
Revenue, 2; Municipal Water/Sewer Utilities, 1; Universities/Colleges, 2;
Housing, 2; and Miscellaneous, 1. In addition, approximately 29% of the
aggregate face amount of the Portfolio represents Housing issues.* (See Risk
Factors for a brief summary of certain investment risks pertaining to the
obligations held by the Fund.)
Approximately 26% of the aggregate face amount of the Portfolio is backed
by letters of credit, guarantees (other than insurance policies) or similar
obligations of domestic banks, insurance companies, other corporate obligors or
government agencies, which are irrevocable obligations of the issuing entities
(see Risk Factors-- Obligations Backed by Letters of Credit or Guarantees).
Approximately 29% of the Portfolio is insured or guaranteed as to payment of
principal and interest by insurance policies issued by certain insurance
companies (see Risk Factors--Obligations Backed by Insurance). The names of the
institutions providing the foregoing credit support are listed in the Portfolio
under the description of the Debt Obligation to which the credit support applies
(see Portfolio).
- ---------------
* A Fund is considered to be 'concentrated' in a particular category when the
Debt Obligations in that category constitute 25% or more of the Portfolio (see
Risk Factors).
A-4
<PAGE>
Def ined
Asset Funds
INVESTOR'S GUIDE DEFINED MUNICIPAL INVESTMENT TRUST FUNDS
MUNICIPAL INVESTMENT Our defined portfolios of municipal bonds offer investors
TRUST FUND a simple and convenient way to earn monthly income. And by
- -------------------- purchasing municipal Defined Funds, investors not only
INTERMEDIATE TERM avoid the problem of selecting municipal bonds by
SERIES themselves, but also gain the advantage of diversification
(SHORT INTERMEDIATE by investing in bonds of several different issuers.
MATURITIES) Spreading your investment among different securities and
issuers reduces your risk, but does not eliminate it.
MONTHLY TAX-FREE INTEREST INCOME
The Fund pays monthly income, even though the underlying
bonds pay interest semi-annually. This income is generally
100% exempt under existing laws from regular federal
income tax, but not from Alternative Minimum Tax (AMT).
The portfolio contains AMT municipal bonds which generally
offer higher rates than other types of municipals for
investors not subject to AMT. Depending on where you live,
some of the income also may be exempt from certain state
and local personal income taxes. Any gain on disposition
of the underlying bonds will be subject to tax.
SHORT-INTERMEDIATE MATURITIES
Most of the bonds in the Fund's portfolio will mature or
can be resold by the Fund in about 5 years. These
maturities give investors an opportunity to take advantage
of current short-intermediate term rates.
ENHANCED PROTECTION
To further protect your investment, some of the bonds in
the Fund may be secured by letters of credit, guarantees
or other third party obligations. This enchanced
protection pertains only to these bonds and not to the
Units themselves. The remaining bonds in the Fund are
either rated at least A by Moody's or Standard & Poor's
or, in the opinion of Defined Asset Funds research
analysts, have comparable credit characteristics. Of
course, the market value of the underlying bonds and the
value of the units, will fluctuate with changes in
interest rates and other factors.
PROFESSIONAL SELECTION AND SUPERVISION
The Fund contains a variety of securities selected by
experienced buyers and market analysts. The Fund is not
actively managed. However, the portfolio is regularly
reviewed and a security can be sold if retaining it would
be detrimental to investors' interests.
A LIQUID INVESTMENT
Although not legally required to do so, the Sponsors have
maintained a secondary market for Defined Asset Funds for
over 20 years. You can cash in your units at any time.
Your price is based on the market value of the bonds in
the Fund's portfolio at that time as determined by an
independent evaluator. Or, you can exchange your
investment for another Defined Fund at a reduced sales
charge. There is never a fee for cashing in your
investments.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions
into a separate portfolio of tax-exempt bonds. Reinvesting
helps to compound your income federally tax-free.
RISK FACTORS
Unit price fluctuates and is affected by interest rates as
well as the financial condition of the issuers of the
bonds.
A-5
<PAGE>
TAX-FREE VS. TAXABLE INCOME
A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
<TABLE><CAPTION>
TAXABLE INCOME 1994* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5%
IS EQUIVALENT TO A TAXABLE YIELD OF
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$0-36,900 15.00 3.53 4.12 4.71 5.29 5.88 6.47
- ---------------------------------------------------------------------------------------------------------------------------
$0-22,100 15.00 3.53 4.12 4.71 5.29 5.88 6.47
- ---------------------------------------------------------------------------------------------------------------------------
$36,900-89,150 28.00 4.17 4.86 5.56 6.25 6.94 7.64
- ---------------------------------------------------------------------------------------------------------------------------
$22,100-53,500 28.00 4.17 4.86 5.56 6.25 6.94 7.64
- ---------------------------------------------------------------------------------------------------------------------------
$89,150-140,000 31.00 4.35 5.07 5.80 6.52 7.25 7.97
- ---------------------------------------------------------------------------------------------------------------------------
$53,500-115,000 31.00 4.35 5.07 5.80 6.52 7.25 7.97
- ---------------------------------------------------------------------------------------------------------------------------
$140,000-250,000 36.00 4.69 5.47 6.25 7.03 7.81 8.59
- ---------------------------------------------------------------------------------------------------------------------------
$115,000-250,000 36.00 4.69 5.47 6.25 7.03 7.81 8.59
- ---------------------------------------------------------------------------------------------------------------------------
OVER $250,000 39.60 4.97 5.79 6.62 7.45 8.28 9.11
- ---------------------------------------------------------------------------------------------------------------------------
OVER $250,000 39.60 4.97 5.79 6.62 7.45 8.28 9.11
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
TAXABLE INCOME 1994*
SINGLE RETURN 6% 6.5% 7%
- ------------------
7.06 7.65 8.24
- ------------------
$0-22,100 7.06 7.65 8.24
- ------------------
8.33 9.03 9.72
- ------------------
$22,100-53,500 8.33 9.03 9.72
- ------------------
8.70 9.42 10.14
- ------------------
$53,500-115,000 8.70 9.42 10.14
- ------------------
9.38 10.16 10.94
- ------------------
$115,000-250,000 9.38 10.16 10.94
- ------------------
9.93 10.76 11.59
- ------------------
OVER $250,000 9.93 10.76 11.59
- ------------------
To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates
current Federal income tax rates and assumes that all income would otherwise be
taxed at the 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 the alternative minimum tax, personal exemptions, the phase out
of the tax benefit of exemptions, itemized deductions or the possible partial
disallowance of deductions. Consequently, holders are urged to consult their own
tax advisers in this regard.
MUNICIPAL BONDS AND
THE ALTERNATIVE MINIMUM TAX
INCOME+ MUNICIPAL BOND 'PREFERENCE'
INTEREST INCOME*
(STATE INCOME TAX RATES)
SINGLE ++ JOINT ++ 0% 7% 11%
- --------------------------------------------------
$50,000 $25,000 $20,000 $17,000
- --------------------------------------------------
$30,000 $22,000 $18,000 $16,000
- --------------------------------------------------
$100,000 $29,000 $20,000 $15,000
- --------------------------------------------------
$55,000 $24,000 $18,000 $15,000
- --------------------------------------------------
$225,000 $36,000 $18,000 $9,000
- --------------------------------------------------
$205,000 $33,000 $17,000 $9,000
- --------------------------------------------------
Notes:* Assuming no "preference" or similar itmes except for municipal
bond "preference" interest income and state income taxes.
+ Regular taxable income plus state income taxes and personal exemptions.
++ Assuming no dependents.
Under the tax law, interest income on certain municipal bonds, although
exempt from regular federal income tax, is treated as a 'preference' item for
purposes of the alternative minimum tax (the 'AMT').
The table above shows amounts of such municipal bond 'preference' interest
income that individual taxpayers could receive in 1994 without becoming subject
to the AMT. The table gives information for single and joint returns of
individuals having no dependents. The table provides three income levels and
three hypothetical state income tax rates.
The table assumes that the taxpayer has no 'preference' or similar items
which must be added to 'regular' taxable income in computing the alternative
minimum taxable income, other than the stated amount of municipal bond
'preference' interest income and state income taxes. The table does not reflect
the phase out of the tax benefit of personal exemptions, the possible
disallowance of deductions. The table further assumes that the stated amount of
municipal bond 'preference' interest income is subject to state income taxes. If
the taxpayer has any other 'preference' or similar items (e.g., real estate
taxes, accelerated depreciation, losses from passive activities and certain
interest deductions) then the amount of municipal bond 'preference' interest
income that the taxpayer could have before being subject to the AMT would be
less. Home mortgage interest, charitable contributions and certain other items
are deductible from adjusted gross income in computing 'regular' taxable income
and are not added back in computing alternative minimum taxable income. Holders
are urged to consult their own tax advisers.
A-5
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM 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 Municipal 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.
<PAGE>
BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 7036 BOSTON, MA NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
INVESTORS BANK & TRUST COMPANY UNITED STATES
P.O. BOX 1537
BOSTON, MA 02205-1537
- --------------------------------------------------------------------------------
(Fold along this line.)
- --------------------------------------------------------------------------------
(Fold along this line.)
<PAGE>
INVESTMENT SUMMARY AS OF FEBRUARY 10, 1994 (CONTINUED)
Certain Debt Obligations may have been issued under bond resolutions or
trust indentures which provided for the issuance of bonds in small
denominations. The Sponsors believe that all the Debt Obligations in the
Portfolio would be readily marketable or, in the case of certain Debt
Obligations which are guaranteed, insured or otherwise secured by banks,
thrifts, insurance companies or other corporations or entities, marketable to
institutions should it be necessary for the Trustee to sell Debt Obligations to
meet redemptions (see Risk Factors--Liquidity).
The Securities are generally not listed on a national securities exchange.
Whether or not the Securities are listed, the principal trading market for the
Securities will generally be in the over-the-counter market. As a result, the
existence of a liquid trading market for the Securities may depend on whether
dealers will make a market in the Securities. There can be no assurance that a
market will be made for any of the Securities, that any market for the
Securities will be maintained or of the liquidity of the Securities in any
markets made. In addition, the Fund may be restricted under the Investment
Company Act of 1940 from selling Securities to any Sponsor. The price at which
the Securities may be sold to meet redemptions and the value of the Fund will be
adversely affected if trading markets for the Securities are limited or absent.
PUBLIC OFFERING PRICE--During the initial offering period and any offering
of additional Units, the Public Offering Price of the Units is based on the
aggregate offering side evaluation of the underlying Securities (the price at
which they could be directly purchased by the public assuming they were
available) divided by the number of Units outstanding, plus a sales charge of
2.828%* of the offering side evaluation per Unit (the net amount invested); this
results in a sales charge of 2.75%* of the Public Offering Price. For secondary
market sales charges, see Public Sale of Units--Public Offering Price. Units are
offered at the Public Offering Price computed as of the Evaluation Time for all
sales made subsequent to the previous evaluation, plus cash per Unit in the
Capital Account not allocated to the purchase of specific Securities and net
interest accrued. The Public Offering Price on the Initial Date of Deposit, and
on subsequent dates, will vary from the Public Offering Price set forth on page
A-3 (see Public Sale of Units--Public Offering Price and Redemption.)
MONTHLY DISTRIBUTIONS--Monthly distributions of interest and any principal
or premium received by the Fund will be made in cash, on or shortly after the
25th day of each month to Holders of record on the 10th day of the month
commencing with the first distribution on the date indicated on page A-3 (see
Administration of the Fund-- Accounts and Distributions). Alternatively, Holders
may elect to have their monthly distributions reinvested in The Municipal Fund
Accumulation Program, Inc. Further information about the program, including a
current prospectus, may be obtained by returning the enclosed form. (See
Administration of the Fund--Investment Accumulation Program.)
ESTIMATED CURRENT RETURN; ESTIMATED LONG TERM RETURN--Estimated Current
Return on a Unit shows the return based on the Public Offering Price and the
maximum applicable sales charge of 2.75%* and is computed by multiplying the
estimated net annual interest rate per Unit (which shows the return per Unit
based on $1,000 face amount) by $1,000 and dividing the result by the Public
Offering Price per Unit (not including accrued interest). Estimated Long Term
Return on a Unit of the Fund shows a net annual long-term return to investors
holding to maturity based on the yield on the individual Debt Obligations in the
Portfolio weighted to reflect the time to maturity (or in certain cases to an
earlier call date) and market value of each Debt Obligation in the Portfolio,
adjusted to reflect the Public Offering Price (including the maximum applicable
sales charge of 2.75%*) and estimated expenses. The net annual interest rate per
Unit and the net annual long-term return to investors will vary with changes in
the fees and expenses of the Trustee and Sponsors and the fees of the Evaluator
which are paid by the Fund, and with the exchange, redemption, sale, prepayment
or maturity of the underlying Securities; the Public Offering Price will vary
with any reduction in sales charges paid in the case of purchases of 250 or more
Units, as well as with fluctuations in the offering side evaluation of the
underlying Securities. Therefore, it can be expected that the Estimated Current
Return and Estimated Long Term Return will fluctuate in the future. (See
Description of the Fund--Income; Estimated Current Return; Estimated Long Term
Return.)
- ---------------
* This sales charge during the initial offering period and in the secondary
market will be reduced on a graduated scale in the case of purchases of 250 or
more Units (see Public Sale of Units--Public Offering Price).
A-6
<PAGE>
INVESTMENT SUMMARY AS OF FEBRUARY 10, 1994 (CONTINUED)
TAXATION--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
Debt Obligation when interest on the Debt Obligation is received by the Fund. In
the opinion of bond counsel rendered on the date of issuance of the Debt
Obligation, this interest is exempt under existing law from regular Federal
income taxes (except in certain circumstances depending on the Holder) but may
be subject to state and local taxes. In addition, interest on certain of the
Debt Obligations, as indicated under Portfolio (approximately 38% of the
aggregate face amount of the Portfolio), will be a preference item for purposes
of Alterntive Minimum Tax ('AMT'). Any gain on the disposition of a Holder's pro
rata portion of a Debt Obligation will be subject to tax. (See Portfolio;
Taxes.)
MARKET FOR UNITS--The Sponsors, though not obligated to do so, intend to
maintain a secondary market for Units based on the aggregate bid side evaluation
of the underlying Securities (see Market for Units). If this market is not
maintained a Holder will be able to dispose of his Units through redemption at
prices also based on the aggregate bid side evaluation of the underlying
Securities (see Redemption). There is no fee for selling your Units. Market
conditions may cause the prices available in the market maintained by the
Sponsors or available upon exercise of redemption rights to be more or less than
the total of the amount paid for Units plus accrued interest.
UNDERWRITING--Four of the Sponsors have participated as sole underwriter,
managing underwriter or members of an underwriting syndicate from which
approximately 32% of the aggregate face amount of the Portfolio was acquired.
None of the Sponsors has acted as agent in the direct placement of any of the
Debt Obligations.
REPLACEMENT SECURITIES--The Indenture permits the deposit of Replacement
Securities under certain circumstances described under Administration of the
Fund--Portfolio Supervision. The Securities on the current list from which
Replacement Securities are to be selected are:
Michigan State Hosp. Fin. Auth., Hosp. Rev. Rfdg. Bonds
(Crittenton Hosp.), Series 1993 A, 4.625%, due 3/1/00.
New Mexico Educl. Assistance Foundation, Student Loan Purchase
Bonds, Senior 1994 Series II-A, 4.75%, due 12/1/00.
Washington Hlth. Care Fac. Auth., Rev. Bonds (Sisters of St.
Joseph of Peace, Hlth. and Hosp. Services), Series 1994 (MBIA
Ins.), 4.50%, due 3/1/00.
UNDERWRITING ACCOUNT
The names and addresses of the Underwriters and their several interests in
the Underwriting Account are:
<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith P.O. Box 9051, Princeton, N.J. 08543-9051 56.38%
Incorporated
Smith Barney Shearson Inc. Two World Trade Center--101st Floor, New York, N.Y. 10048
24.12
PaineWebber Incorporated 1285 Avenue of the Americas, New York, N.Y. 10019 9.04
Prudential Securities Incorporated One Seaport Plaza--199 Water Street, New York, N.Y. 10292 5.08
Dean Witter Reynolds Inc. Two World Trade Center--69th Floor, New York, N.Y. 10048 4.96
Gruntal & Co. Inc. 14 Wall Street, New York, N.Y. 10005 .42
--------------------
100.00%
--------------------
--------------------
</TABLE>
A-7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Co-Trustees and Holders of Municipal Investment Trust Fund,
Intermediate Term Series--225, Defined Asset Funds:
We have audited the accompanying statement of condition, including the
portfolio, of Municipal Investment Trust Fund, Intermediate Term Series--225,
Defined Asset Funds as of February 11, 1994. This financial statement is the
responsibility of the Co-Trustees. 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. The deposit on February
11, 1994 of securities and an irrevocable letter or letters of credit for the
purchase of securities, as described in the statement of condition, was
confirmed to us by Investors Bank & Trust Company, a Co-Trustee. An audit also
includes assessing the accounting principles used and significant estimates made
by the Co-Trustees, 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 Municipal Investment Trust
Fund, Intermediate Term Series--225, Defined Asset Funds at February 11, 1994 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
New York, N.Y.
February 11, 1994
A-8
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES--225
DEFINED ASSET FUNDS
STATEMENT OF CONDITION AS OF INITIAL DATE OF DEPOSIT, FEBRUARY 11, 1994
TRUST PROPERTY
Investment in Debt Obligations(1):
Debt Obligations deposited in
the Trust...............................$ 2,200,255.90
Contracts to purchase Debt
Obligations................... 9,819,832.95$ 12,020,088.85
--------------------
Accrued interest to Initial Date of
Deposit on underlying Debt
Obligations........................ 18,976.85
--------------------
Total....................... $ 12,039,065.70
--------------------
--------------------
LIABILITY AND INTEREST OF HOLDERS
Liability--Accrued interest to Initial
Date of Deposit on underlying
Debt Obligations(2)................ $ 18,976.85
Interest of Holders--
12,000 Units of fractional
undivided interest outstanding:
Cost to investors(3).............$ 12,360,048.85
Gross underwriting
commissions(4)................... (339,960.00)
--------------------
Net amount applicable to investors...... 12,020,088.85
--------------------
Total....................... $ 12,039,065.70
--------------------
--------------------
- ------------------
(1) Aggregate cost to the Fund of the Debt Obligations listed under Portfolio is
based upon the offering side evaluation determined by the Evaluator at the
Evaluation Time on the business day prior to the Initial Date of Deposit as
set forth under Public Sale of Units--Public Offering Price. See also the
column headed Cost of Debt Obligations to Fund under Portfolio. An
irrevocable letter or letters of credit in the amount of $9,808,509.22 has
been deposited with the Trustee. The amount of such letter or letters of
credit includes $9,790,448.50 (equal to the purchase price to the Sponsors)
for the purchase of $9,795,000 face amount of Debt Obligations in connection
with contracts to purchase Debt Obligations, plus $18,060.72 covering
accrued interest to the earlier of the date of settlement for the purchase
of Units or the date of delivery of the Debt Obligations. The letter or
letters of credit has been issued by Banca Popolare Di Milano, New York
Branch.
(2) Representing, as set forth under Description of the Fund--Income; Estimated
Current Return; Estimated Long Term Return, a special distribution by the
Trustee of an amount equal to accrued interest on the Debt Obligations as of
the Initial Date of Deposit.
(3) Aggregate public offering price (exclusive of interest) computed on the
basis of the offering side evaluation of the underlying Debt Obligations as
of the Evaluation Time on the Business Day prior to the Initial Date of
Deposit.
(4) Assumes a sales charge of 2.75% computed on the basis set forth under Public
Sale of Units--Public Offering Price.
A-9
<PAGE>
PORTFOLIO OF MUNICIPAL INVESTMENT TRUST FUND, ON THE INITIAL DATE OF DEPOSIT,
INTERMEDIATE TERM SERIES--225 (SHORT INTERMEDIATE MATURITIES) FEBRUARY 11,
1994
DEFINED ASSET FUNDS
<TABLE><CAPTION>
MATURITY OR
PORTFOLIO NO. AND TITLE OF RATINGS FACE DISPOSITION
DEBT OBLIGATIONS CONTRACTED FOR (1) AMOUNT COUPON DATE
-------------------------------------------------- --------- --------------------------------------
<S> <C> <C> <C> <C>
1)Cheaha Reg'l Mental Hlth.-Mental Retardation Bd., Aa2(m)* $ 75,000 4.60% 2/1/00
Inc., Alabama Rev. Bonds (Cheaha Reg'l Mental 80,000 4.75 2/1/01
Hlth. Proj.), Series 1994 (First Alabama
Bank-Letter of Credit)
2)The Indl. Dev. Brd. of the City of Bessemer, AL, Aa3(m)* 65,000 4.35 2/1/97
Indl. Dev. Rev. Bonds (Royal Switchgear 80,000 4.55 2/1/98
Manufacturing Co. Proj.) (AmSouth Bank, 80,000 4.75 2/1/99
N.A.-Letter of Credit)++ 80,000 4.95 2/1/00
90,000 5.125 2/1/01
3)City of Fresno, CA, Multi-Family Hsg. Rev. Rfdg. AA- 2,500,000 4.75 9/1/99
Bonds (Jackson Park Place II Apartments Proj.),
Series 1994 A (Continental Ins.)++
4)County of Orange, CA, Apt. Dev. Rev. Bonds (Villa A2(m) 1,000,000 4.50 8/15/97
La Paz), Series 1985 O (The Tokai Bank,
Ltd.-Letter of Credit)
5)FSU Financial Assistance, Inc., FL, Educl., A+ 1,330,000 4.35 10/1/00
Including Athletic, Fac. Improvement Rev. and
Rfdg. Bonds, Series 1994 (NationsBank-Letter of
Credit)
6)Illinois Hlth. Fac. Auth., Rev. Rfdg. Bonds (The A- 355,000 5.00 10/1/99
Passavant Mem. Area Hosp. Assoc.), Series 1994 370,000 5.15 10/1/00
7)Indiana Bond Bank, Spec. Prog. Bonds (City of A(m) 340,000 4.35 11/1/99
Elkhart, Indiana, Rfdg. Prog.), Series 1994 A-2
8)Michigan State Hosp. Fin. Auth., Hosp. Rev. Rfdg. A(m) 535,000 4.50 3/1/99
Bonds (Crittenton Hosp.), Series 1993 A
</TABLE>
COST OF
OPTIONAL SINKING DEBT YIELD TO MATURITY ON
REFUNDING FUND OBLIGATIONS INITIAL DATE OF
REDEMPTIONS (2) REDEMPTIONS (2) TO FUND (3) DEPOSIT (3)
--------------------------------------------------------------------------
1) -- -- $ 75,192.75 4.550%
-- -- 80,234.40 4.700
2) -- -- 65,178.75 4.250
-- -- 80,287.20 4.450
-- -- 80,350.40 4.650
2/1/99 @ 103 -- 80,408.80 4.850
2/1/99 @ 103 -- 90,653.40 5.000
3) -- -- 2,512,050.00 4.650
4) -- -- 1,003,210.00 4.400
5) -- -- 1,326,129.70 4.400
6) -- -- 356,707.55 4.900
-- -- 372,038.70 5.050
7) -- -- 339,126.20 4.400
8) -- -- 535,000.00 4.500
A-10
<PAGE>
PORTFOLIO OF MUNICIPAL INVESTMENT TRUST FUND, ON THE INITIAL DATE OF DEPOSIT,
INTERMEDIATE TERM SERIES--225 (SHORT INTERMEDIATE MATURITIES) FEBRUARY 11,
1994
DEFINED ASSET FUNDS
(continued)
<TABLE><CAPTION>
MATURITY OR
PORTFOLIO NO. AND TITLE OF RATINGS FACE DISPOSITION
DEBT OBLIGATIONS CONTRACTED FOR (1) AMOUNT COUPON DATE
-------------------------------------------------- --------- --------------------------------------
<S> <C> <C> <C> <C>
9)Michigan Higher Educ. Fac. Auth., Ltd. Oblig. Rev. *** $ 210,0004.20% 12/1/98
and Rev. Rfdg. Bonds (Calvin College Proj.), 500,0004.40 12/1/99
Series 1994 620,0004.65 12/1/00
10)New Mexico Educl. Assistance Foundation, Student Aaa(m) 1,500,0004.75 12/1/00
Loan Purchase Bonds, Senior 1994 Series II-A++
11)The City of New York, NY, G.O. Bonds, Fiscal A- 1,000,0004.60 8/1/98
Series 1994 F
12)York Cnty. Indl. Dev. Auth., PA, Indl. Rev. Bonds A 190,0004.55 12/15/98
(Engel USA Investments Ltd. Proj.), Series 1988
(The York Bank and Trust Co.-Letter of Credit)++
13)Washington Hlth. Care Fac. Auth., Rev. Bonds AAA 300,0004.15 8/15/99
(Harrison Mem. Hosp., Bremerton), Series 1994 450,0004.35 8/15/00
(AMBAC Ins.)
14)Washington Hlth. Care Fac. Auth., Rev. Bonds AAA 250,0004.50 3/1/00
(Sisters of St. Joseph of Peace, Hlth. and Hosp.
Services), Series 1994 (MBIA Ins.)
----------------
$ 12,000,000
----------------
----------------
</TABLE>
COST OF
OPTIONAL SINKING DEBT YIELD TO MATURITY ON
REFUNDING FUND OBLIGATIONS INITIAL DATE OF
REDEMPTIONS (2) REDEMPTIONS (2) TO FUND (3) DEPOSIT (3)
--------------------------------------------------------------------------
9) -- -- $ 210,000.00 4.200%
12/1/98 @ 103 -- 500,000.00 4.400
12/1/98 @ 103 -- 620,000.00 4.650
10) -- -- 1,504,215.00 4.700
11) -- -- 1,000,000.00 4.600
12) 12/15/96 @ 100 -- 190,000.00 4.550
13) -- -- 299,265.00 4.200
-- -- 448,731.00 4.400
14) -- -- 251,310.00 4.400
------------------
$ 12,020,088.85
------------------
------------------
(See Footnotes on following page)
A-11
<PAGE>
- ------------
NOTES
(1) These ratings are (i) ratings of the issues themselves by Standard & Poor's
or, if followed by '(m)', by Moody's or by '(dp)', by Duff & Phelps; except
that, (ii) '*' following a rating indicates that it is a rating of the
letter of credit securing the Debt Obligation, (iii) '**' indicates that it
is a rating of the outstanding debt obligations of the institution
providing the letter of credit or guarantee (or a rating of the
claims-paying ability of the insurance company insuring the issue), and
(iv) '***' indicates that while there is no such available rating, in the
opinion of Defined Asset Funds research analysts, the issue has credit
characteristics comparable to debt obligations rated A or better. (See
Description of Ratings.)
(2) Certain Debt Obligations 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 the table. In
subsequent years Debt Obligations 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.
Debt Obligations may provide for redemption at par prior or in addition to
any optional or mandatory redemption dates or maturity, for example, if
proceeds are not able to be used as contemplated, if the project is sold by
the owner, if the project is condemned and sold, if the project is
destroyed and insurance proceeds are used to redeem the Debt Obligations,
if interest on the Debt Obligations becomes subject to taxation, if any
related credit support expires prior to maturity and is not renewed or
substitute credit support not obtained, if, in the case of housing
obligations, mortgages are prepaid, or in other special circumstances.
Sinking fund redemptions are all at par and generally redeem only part of an
issue. Some Debt Obligations may have mandatory sinking funds which contain
optional provisions permitting the issuer to increase the principal amount of
bonds 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 Debt Obligations have an offering side
evaluation which represents a premium over par. To the extent that the Debt
Obligations were deposited in the Fund at a price higher than the redemption
price, this will represent a loss of capital when compared with the original
Public Offering Price of the Units. Monthly distributions will generally be
reduced by the amount of the income which would otherwise have been paid with
respect to redeemed Debt Obligations and there will be distributed to Holders
any principal amount and premium received on such redemption after satisfying
any redemption requests received by the Fund. The estimated current return
and estimated long term return in this event may be affected by redemptions.
The tax effect on Holders of redemptions and related distributions is
described under Taxes.
(3) Evaluation of Debt Obligations by the Evaluator is made on the basis of
current offering side evaluation. The offering side evaluation is greater
than the current bid side evaluation of the Debt Obligations, which is the
basis on which Redemption Price per Unit is determined (see Redemption).
The aggregate value based on the bid side evaluation at the Evaluation Time
on the business day prior to the Initial Date of Deposit was
$11,936,088.85, which is $84,000.00 (.70% of the aggregate face amount)
lower than the aggregate Cost of Debt Obligations to Fund based on the
offering side evaluation.
Yield to Maturity on Initial Date of Deposit of Debt Obligations was computed
on the basis of the offering side evaluation at the Evaluation Time on the
business day prior to Initial Date of Deposit. Percentages in this column
represent Yield to Maturity on Initial Date of Deposit unless followed by
'+' which indicates yield to an earlier redemption date. (See Description of
the Fund--Income; Estimated Current Return; Estimated Long Term Return for a
description of the computation of yield price.)
------------------------------------
The Debt Obligations in Portfolio Numbers 5, 7 and 8 have been deposited
with the Trustee. All other Debt Obligations are represented entirely by
contracts to purchase such Debt Obligations, which were entered into by the
Sponsors during the period January 28, 1994 to February 10, 1994. All
contracts are expected to be settled by the settlement date for the purchase
of Units except the Debt Obligations in Portfolio Numbers 2, 6, 10 and 14
(approximately 24% of the aggregate face amount of the Portfolio) which have
been purchased on a when, as and if issued basis, or have a delayed delivery
and are expected to be settled 19 days after the settlement date for
purchase of Units.
++ Subject to AMT (see Taxes).
A-12
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES--225
DEFINED ASSET FUNDS
ESTIMATED CASH FLOW TO HOLDERS
The table below sets forth the per Unit estimated monthly distributions of
principal and interest to Holders. The table assumes no changes in expenses, no
changes in current interest rates and no exchanges, redemptions, sales or
prepayments of the underlying Securities prior to maturity or disposition and
the receipt of principal upon maturity (or, for a Security, if any, that was
trading on the Initial Date of Deposit at or above an earlier call price,
receipt of principal on the respective call date or pursuant to mandatory
sinking fund redemption) and therefore actual distributions may vary. All
fractions have been rounded.
TABLE OF ESTIMATED CASH FLOW
DATE AMOUNT
- ------------------------------
May 1994 $ 3.44
June 1994-January
1997 3.69
February 1997 9.15
March 1997-August
1997 3.67
September 1997 87.62
October 1997-January
1998 3.36
February 1998 10.07
March 1998-July 1998 3.33
August 1998 87.29
September
1998-November 1998 3.01
December 1998 20.63
January 1999 18.90
February 1999 9.61
March 1999 47.78
April 1999-August
1999 2.70
DATE AMOUNT
- ------------------------------
September 1999 $ 237.82
October 1999 31.61
November 1999 30.20
December 1999 43.53
January 2000 1.41
February 2000 14.43
March 2000 22.34
April 2000-August
2000 1.28
September 2000 39.04
October 2000 143.86
November 2000 0.61
December 2000 178.64
January 2001 0.00
February 2001 14.19
A-13
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
FUND STRUCTURE
This Series (the 'Fund') is a 'unit investment trust' created under New
York law by a Trust Indenture (the 'Indenture') among the Sponsors, the Trustee
and the Evaluator. Unless otherwise indicated, when Investors Bank & Trust
Company and The First National Bank of Chicago act as Co-Trustees to the Fund,
references to the Trustee in the Prospectus shall be deemed to refer to
Investors Bank & Trust Company and The First National Bank of Chicago, as
Co-Trustees. To the extent that references in this Prospectus are to articles
and sections of the Indenture, which are hereby incorporated by reference, the
statements made herein are qualified in their entirety by this reference. On the
date of this Prospectus (the 'Initial Date of Deposit') the Sponsors, acting as
managers for the underwriters named under the Underwriting Account above,
deposited the underlying Securities with the Trustee at a price equal to the
evaluation of the Securities on the offering side of the market on that date as
determined by the Evaluator, and the Trustee delivered to the Sponsors units of
interest ('Units') representing the entire ownership of the Fund. Except as
otherwise indicated under Portfolio (the 'Portfolio'), the Securities so
deposited were represented by purchase contracts assigned to the Trustee
together with an irrevocable letter or letters of credit issued by a commercial
bank or banks in the amount necessary to complete the purchase thereof.
The Portfolio contains different issues of debt obligations with fixed
final maturity or disposition dates. As used herein, the term 'Debt Obligations'
or 'Securities' means the intermediate-term debt obligations initially deposited
in the Fund and described under Portfolio and any replacement and additional
obligations acquired and held by the Fund pursuant to the provisions of the
Indenture (see Description of the Fund--The Portfolio; Administration of the
Fund--Portfolio Supervision.)
With the deposit of the Securities in the Fund on the Initial Date of
Deposit, the Sponsors established a proportionate relationship among the face
amounts of each Security in the Portfolio. During the 90-day period following
the Initial Date of Deposit, the Sponsors may deposit additional Securities
('Additional Securities'), contracts to purchase Additional Securities or cash
(or a bank letter of credit in lieu of cash) with instructions to purchase
Additional Securities, in order to create new Units, maintaining to the extent
practicable the original proportionate relationship among the face amounts of
each Security in the Portfolio. It may not be possible to maintain the exact
original proportionate relationship among the Securities deposited on the
Initial Date of Deposit because of, among other reasons, purchase requirements,
changes in prices, or unavailability of Securities. Replacement Securities may
be acquired under specified conditions (see Description of the Fund--The
Portfolio; Administration of the Fund--Portfolio Supervision). Units may be
continuously offered to the public by means of this Prospectus (see Public Sale
of Units--Public Distribution) resulting in a potential increase in the number
of Units outstanding. Deposits of Additional Securities subsequent to the 90-day
period following the Initial Date of Deposit must replicate exactly the
proportionate relationship among the face amounts of Securities comprising the
Portfolio at the end of the initial 90-day period, subject to certain events as
discussed under Administration of the Fund--Portfolio Supervision.
Certain of the Securities in the Fund may have been valued at a market
discount. Securities trade at less than par value because the interest rates on
the Securities are lower than interest on comparable debt securities being
issued at currently prevailing interest rates. The current returns of securities
trading at a market discount are lower than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because discount securities tend to increase in market value as they
approach maturity and the full principal amount becomes payable. If currently
prevailing interest rates for newly issued and otherwise comparable securities
increase, the market discount of previously issued securities will become deeper
and if currently prevailing interest rates for newly issued comparable
securities decline, the market discount of previously issued securities will be
reduced, other things being equal. Market discount attributable to interest rate
changes does not indicate a lack of market confidence in the issue.
Certain of the Securities in the Fund may have been valued at a market
premium. Securities trade at a premium because the interest rates on the
Securities are higher than interest on comparable debt securities being issued
at currently prevailing interest rates. The current returns of securities
trading at a market premium are higher than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because premium securities tend to decrease in market value as they
approach maturity when the face amount becomes payable. Because part of the
purchase price is thus returned not at maturity but through
1
<PAGE>
current income payments, an early redemption of a premium security at par will
result in a reduction in yield. If currently prevailing interest rates for newly
issued and otherwise comparable securities increase, the market premium of
previously issued securities will decline and if currently prevailing interest
rates for newly issued comparable securities decline, the market premium of
previously issued securities will increase, other things being equal. Market
premium attributable to interest rate changes does not indicate market
confidence in the issue.
The holders ('Holders') of Units will have the right to have their Units
redeemed (see Redemption) at a price based on the aggregate bid side evaluation
of the Securities ('Redemption Price per Unit') if the Units cannot be sold in
the over-the-counter market which the Sponsors propose to maintain at prices
determined in the same manner (see Market for Units). On the Initial Date of
Deposit each Unit represented the fractional undivided interest in the
Securities and net income of the Fund set forth under the Investment Summary in
the ratio of one Unit for each approximately $1,000 face amount of Securities
initially deposited. Thereafter, if any Units are redeemed, the face amount of
Securities in the Fund will be reduced, and the fractional undivided interest
represented by each remaining Unit in the balance will be increased. However, if
additional Units are issued by the Fund (through deposit of Additional
Securities), the aggregate face amount of Securities will be increased and the
fractional undivided interest represented by each Unit will be decreased. Units
will remain outstanding until redeemed upon tender to the Trustee by any Holder
(which may include the Sponsors) or until the termination of the Indenture (see
Redemption; Administration of the Fund--Amendment and Termination).
RISK FACTORS
An investment in Units of the Fund should be made with an understanding of
the risks which an investment in fixed rate intermediate-term debt obligations
may entail, including the risk that the value of the Portfolio and hence of the
Units will decline with increases in interest rates. In recent years there have
been wide fluctuations in interest rates and thus in the value of fixed-rate
debt obligations generally. The Sponsors cannot predict future economic policies
or their consequences or, therefore, the course or extent of any similar
fluctuations in the future. Furthermore, since the issuers of the Debt
Obligations are state and local governmental entities, political restrictions on
the ability to tax and budgetary constraints affecting the state government,
particularly in the current recessionary climate, may result in reductions of or
delays in the payment of state aid to cities, counties, school districts and
other local units of government, which in turn, may strain the financial
operations and have an adverse impact on the creditworthiness of these entities.
State agencies, colleges and universities and healthcare organizations, with
municipal debt outstanding, may also be negatively impacted by reductions in
state appropriations. To the extent that payment of amounts due on Debt
Obligations depends on revenue from publicly held corporations, an investor
should understand that these Debt Obligations, in many cases, do not have the
benefit of covenants which would prevent the corporations from engaging in
capital restructurings or borrowing transactions in connection with corporate
acquisitions, leveraged buyouts or restructurings which could have the effect of
reducing the ability of the corporation to meet its obligations and may in the
future result in the ratings of the Debt Obligations and the value of the
underlying Portfolio being reduced.
The Securities are generally not listed on a national securities exchange.
Whether or not the Securities are listed, the principal trading market for the
Securities will generally be in the over-the-counter market. As a result, the
existence of a liquid trading market for the Securities may depend on whether
dealers will make a market in the Securities. There can be no assurance that a
market will be made for any of the Securities, that any market for the
Securities will be maintained or of the liquidity of the Securities in any
markets made. In addition, the Fund may be restricted under the Investment
Company Act of 1940 from selling Securities to any Sponsor. The price at which
the Securities may be sold to meet redemptions and the value of the Fund will be
adversely affected if trading markets for the Securities are limited or absent.
As set forth under Investment Summary and Portfolio, the Fund may contain
or be concentrated in one or more of the classifications of Debt Obligations
referred to below. Percentages of any concentrations for this Fund are set forth
under the Investment Summary. An investment in Units of the Fund should be made
with an understanding of the risks that these investments may entail, certain of
which are described below.
GENERAL OBLIGATION BONDS
Certain of the Debt Obligations in the Portfolio may be general obligations
of a governmental entity that are secured by the taxing power of the entity.
General obligation bonds are backed by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. However, the
taxing power of any governmental entity may be limited by provisions of state
constitutions or laws and an entity's credit will depend on many factors,
including an erosion of the tax base due to population declines, natural
disasters, declines in the state's industrial base or inability to attract new
industries, economic limits on the ability to tax without eroding
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the tax base and the extent to which the entity relies on Federal or state aid,
access to capital markets or other factors beyond the entity's control.
As a result of the recent recession's adverse impact upon both their
revenues and expenditures, as well as other factors, many state and local
governments are confronting deficits and potential deficits which are the most
severe in recent years. Many issuers are facing highly difficult choices about
significant tax increases and/or spending reductions in order to restore
budgetary balance. Failure to implement these actions on a timely basis could
force the issuers to depend upon market access to finance deficits or cash flow
needs.
In addition, certain of the Debt Obligations in the Fund may be obligations
of issuers (including California issuers) who rely in whole or in part on ad
valorem real property taxes as a source of revenue. Certain proposals, in the
form of state legislative proposals or voter initiatives, to limit ad valorem
real property taxes have been introduced in various states and an amendment to
the constitution of the state of California, providing for strict limitations on
ad valorem real property taxes has had a significant impact on the taxing powers
of local governments and on the financial conditions of school districts and
local governments in California. It is not possible at this time to predict the
final impact of such measures, or of similar future legislative or
constitutional measures, on school districts and local governments or on their
abilities to make future payments on their outstanding debt obligations.
MORAL OBLIGATION BONDS
The Fund may also include 'moral obligation' bonds. If an issuer of moral
obligation bonds is unable to meet its obligations, the repayment of the bonds
becomes a moral commitment but not a legal obligation of the state or
municipality in question. Even though the state may be called on to restore any
deficits in capital reserve funds of the agencies or authorities which issued
the bonds, any restoration generally requires appropriation by the state
legislature and accordingly does not constitute a legally enforceable obligation
or debt of the state. The agencies or authorities generally have no taxing
power.
REFUNDED DEBT OBLIGATIONS
Refunded Debt Obligations are typically secured by direct obligations of
the U.S. Government, or in some cases obligations guaranteed by the U.S.
Government, placed in an escrow account maintained by an independent trustee
until maturity or a predetermined redemption date. These obligations are
generally noncallable prior to maturity or the predetermined redemption date. In
a few isolated instances to date, however, bonds which were thought to be
escrowed to maturity have been called for redemption prior to maturity.
INDUSTRIAL DEVELOPMENT REVENUE BONDS ('IDRS')
IDRs, including pollution control revenue bonds, are tax exempt securities
issued by states, municipalities, public authorities or similar entities
('issuers') to finance the cost of acquiring, constructing or improving various
projects, including pollution control facilities and certain industrial
development facilities. These projects are usually operated by corporate
entities. IDRs are not general obligations of governmental entities backed by
their taxing power. Issuers are only obligated to pay amounts due on the IDRs to
the extent that funds are available from the unexpended proceeds of the IDRs or
receipts or revenues of the issuer under arrangements between the issuer and the
corporate operator of a project. These arrangements may be in the form of a
lease, installment sale agreement, conditional sale agreement or loan agreement,
but in each case the payments to the issuer are designed to be sufficient to
meet the payments of amounts due on the IDRs.
IDRs are generally issued under bond resolutions, agreements or trust
indentures pursuant to which the revenues and receipts payable under the
issuer's arrangements with the corporate operator of a particular project have
been assigned and pledged to the holders of the IDRs or a trustee for the
benefit of the holders of the IDRs. In certain cases, a mortgage on the
underlying project has been assigned to the holders of the IDRs or a trustee as
additional security for the IDRs. In addition, IDRs are frequently directly
guaranteed by the corporate operator of the project or by another affiliated
company. Regardless of the structure, payment of IDRs is solely dependent upon
the creditworthiness of the corporate operator of the project or corporate
guarantor. Corporate operators or guarantors that are industrial companies may
be affected by many factors which may have an adverse impact on the credit
quality of the particular company or industry. These include cyclicality of
revenues and earnings, regulatory and environmental restrictions, litigation
resulting from accidents or environmentally-caused illnesses, extensive
competition (including that of low-cost foreign companies), unfunded pension
fund liabilities or off-balance sheet items, and financial deterioration
resulting from leveraged buy-outs or takeovers. However, as discussed below,
certain of the IDRs in the Portfolio may be additionally insured or secured by
letters of credit
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issued by banks or otherwise guaranteed or secured to cover amounts due on the
IDRs in the event of default in payment by an issuer.
SPECIAL TAX BONDS
Special tax bonds are payable from and secured by the revenues derived by a
municipality from a particular tax such as a tax on the rental of a hotel room,
on the purchase of food and beverages, on the rental of automobiles or on the
consumption of liquor. Special tax bonds are not secured by the general tax
revenues of the municipality, and they do not represent general obligations of
the municipality. Therefore, payment on special tax bonds may be adversely
affected by a reduction in revenues realized from the underlying special tax due
to a general decline in the local economy or population or due to a decline in
the consumption, use or cost of the goods and services that are subject to
taxation. Also, should spending on the particular goods or services that are
subject to the special tax decline, the municipality may be under no obligation
to increase the rate of the special tax to ensure that sufficient revenues are
raised from the shrinking taxable base.
STATE AND LOCAL MUNICIPAL UTILITY OBLIGATIONS
The ability of utilities to meet their obligations with respect to revenue
bonds issued on their behalf is dependent on various factors, including the
rates they may charge their customers, the demand for a utility's services and
the cost of providing those services. Utilities, in particular investor-owned
utilities, are subject to extensive regulation relating to the rates which they
may charge customers. Utilities can experience regulatory, political and
consumer resistance to rate increases. Utilities engaged in long-term capital
projects are especially sensitive to regulatory lags in granting rate increases.
Any difficulty in obtaining timely and adequate rate increases could adversely
affect a utility's results of operations.
The demand for a utility's services is influenced by, among other factors,
competition, weather conditions and economic conditions. Electric utilities, for
example, have experienced increased competition as a result of the availability
of other energy sources, the effects of conservation on the use of electricity,
self-generation by industrial customers and the generation of electricity by
co-generators and other independent power producers. Also, increased competition
will result if federal regulators determine that utilities must open their
transmission lines to competitors. Utilities which distribute natural gas also
are subject to competition from alternative fuels, including fuel oil, propane
and coal.
The utility industry is an increasing cost business making the cost of
generating electricity more expensive and heightening its sensitivity to
regulation. A utility's costs are influenced by the utility's cost of capital,
the availability and cost of fuel and other factors. In addition, natural gas
pipeline and distribution companies have incurred increased costs as a result of
long-term natural gas purchase contracts containing 'take or pay' provisions
which require that they pay for natural gas if natural gas is not taken by them.
There can be no assurance that a utility will be able to pass on these increased
costs to customers through increased rates. Utilities incur substantial capital
expenditures for plant and equipment. In the future they will also incur
increasing capital and operating expenses to comply with environmental
legislation such as the Clean Air Act of 1990, and other energy, licensing and
other laws and regulations relating to, among other things, air emissions, the
quality of drinking water, waste water discharge, solid and hazardous substance
handling and disposal, and siting and licensing of facilities. Environmental
legislation and regulations are changing rapidly and are the subject of current
public policy debate and legislative proposals. It is increasingly likely that
some or many utilities will be subject to more stringent environmental standards
in the future that could result in significant capital expenditures. Future
legislation and regulation could include, among other things, regulation of
so-called electromagnetic fields associated with electric transmission and
distribution lines as well as emissions of carbon dioxide and other so-called
greenhouse gases associated with the burning of fossil fuels. Compliance with
these requirements may limit a utility's operations or require substantial
investments in new equipment and, as a result, may adversely affect a utility's
results of operations.
The electric utility industry in general is subject to various external
factors including (a) the effects of inflation upon the costs of operation and
construction, (b) substantially increased capital outlays and longer
construction periods for larger and more complex new generating units, (c)
uncertainties in predicting future load requirements, (d) increased financing
requirements coupled with limited availability of capital, (e) exposure to
cancellation and penalty charges on new generating units under construction, (f)
problems of cost and availability of fuel, (g) compliance with rapidly changing
and complex environmental, safety and licensing requirements, (h) litigation and
proposed legislation designed to delay or prevent construction of generating and
other facilities, (i) the uncertain effects of conservation on the use of
electric energy, (j) uncertainties associated with the development of a national
energy policy, (k) regulatory, political and consumer resistance to rate
increases and
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(l) increased competition as a result of the availability of other energy
sources. These factors may delay the construction and increase the cost of new
facilities, limit the use of, or necessitate costly modifications to, existing
facilities, impair the access of electric utilities to credit markets, or
substantially increase the cost of credit for electric generating facilities.
The Sponsors cannot predict at this time the ultimate effect of such factors on
the ability of any issuers to meet their obligations with respect to Debt
Obligations.
The National Energy Policy Act ('NEPA'), which became law in October, 1992,
makes it mandatory for a utility to permit non-utility generators of electricity
access to its transmission system for wholesale customers, thereby increasing
competition for electric utilities. NEPA also mandated demand-side management
policies to be considered by utilities. NEPA prohibits the Federal Energy
Regulatory Commission from mandating electric utilities to engage in retail
wheeling, which is competition among suppliers of electric generation to provide
electricity to retail customers (particularly industrial retail customers) of a
utility. However, under NEPA, a state can mandate retail wheeling under certain
conditions.
There is concern by the public, the scientific community, and the U.S.
Congress regarding environmental damage resulting from the use of fossil fuels.
Congressional support for the increased regulation of air, water, and soil
contaminants is building and there are a number of pending or recently enacted
legislative proposals which may affect the electric utility industry. In
particular, on November 15, 1990, legislation was signed into law that
substantially revises the Clean Air Act (the '1990 Amendments'). The 1990
Amendments seek to improve the ambient air quality throughout the United States
by the year 2000. A main feature of the 1990 Amendments is the reduction of
sulphur dioxide and nitrogen oxide emissions caused by electric utility power
plants, particularly those fueled by coal. Under the 1990 Amendments the U.S.
Environmental Protection Agency ('EPA') must develop limits for nitrogen oxide
emissions by 1993. The sulphur dioxide reduction will be achieved in two phases.
Phase I addresses specific generating units named in the 1990 Amendments. In
Phase II the total U.S. emissions will be capped at 8.9 million tons by the year
2000. The 1990 Amendments contain provisions for allocating allowances to power
plants based on historical or calculated levels. An allowance is defined as the
authorization to emit one ton of sulphur dioxide.
The 1990 Amendments also provide for possible further regulation of toxic
air emissions from electric generating units pending the results of several
federal government studies to be conducted over the next three to four years
with respect to anticipated hazards to public health, available corrective
technologies, and mercury toxicity.
Electric utilities which own or operate nuclear power plants are exposed to
risks inherent in the nuclear industry. These risks include exposure to new
requirements resulting from extensive federal and state regulatory oversight,
public controversy, decommissioning costs, and spent fuel and radioactive waste
disposal issues. While nuclear power construction risks are no longer of
paramount concern, the emerging issue is radioactive waste disposal. In
addition, nuclear plants typically require substantial capital additions and
modifications throughout their operating lives to meet safety, environmental,
operational and regulatory requirements and to replace and upgrade various plant
systems. The high degree of regulatory monitoring and controls imposed on
nuclear plants could cause a plant to be out of service or on limited service
for long periods. When a nuclear facility owned by an investor-owned utility or
a state of local municipality is out of service or operating on a limited
service basis, the utility operator or its owners may be liable for the recovery
of replacement power costs. Risks of substantial liability also arise from the
operation of nuclear facilities and from the use, handling, and possible
radioactive emissions associated with nuclear fuel. Insurance may not cover all
types or amounts of loss which may be experienced in connection with the
ownership and operation of a nuclear plant and severe financial consequences
could result from a significant accident or occurrence. The Nuclear Regulatory
Commission has promulgated regulations mandating the establishment of funded
reserves to assure financial capability for the eventual decommissioning of
licensed nuclear facilities. These funds are to be accrued from revenues in
amounts currently estimated to be sufficient to pay for decommissioning costs.
The ability of state and local joint action power agencies to make payments
on bonds they have issued is dependent in large part on payments made to them
pursuant to power supply or similar agreements. Courts in Washington, Oregon and
Idaho have held that certain agreements between the Washington Public Power
Supply System ('WPPSS') and the WPPSS participants are unenforceable because the
participants did not have the authority to enter into the agreements. While
these decisions are not specifically applicable to agreements entered into by
public entities in other states, they may cause a reexamination of the legal
structure and economic viability of certain projects financed by joint action
power agencies, which might exacerbate some of the problems referred to above
and possibly lead to legal proceedings questioning the enforceability of
agreements upon which payment of these bonds may depend.
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LEASE RENTAL OBLIGATIONS
Lease rental obligations are issued for the most part by governmental
authorities that have no taxing power or other means of directly raising
revenues. Rather, the authorities are financing vehicles created solely for the
construction of buildings (administrative offices, convention centers and
prisons, for example) or the purchase of equipment (police cars and computer
systems, for example) that will be used by a state or local government (the
'lessee'). Thus, the obligations are subject to the ability and willingness of
the lessee government to meet its lease rental payments which include debt
service on the obligations. Willingness to pay may be subject to changes in the
views of citizens and government officials as to the essential nature of the
finance project. Lease rental obligations are subject, in almost all cases, to
the annual appropriation risk, i.e., the lessee government is not legally
obligated to budget and appropriate for the rental payments beyond the current
fiscal year. These obligations are also subject to the risk of abatement in many
states--rental obligations cease in the event that damage, destruction or
condemnation of the project prevents its use by the lessee. (In these cases,
insurance provisions and reserve funds designed to alleviate this risk become
important credit factors.) In the event of default by the lessee government,
there may be significant legal and/or practical difficulties involved in the re-
letting or sale of the project. Some of these issues, particularly those for
equipment purchase, contain the so-called 'substitution safeguard', which bars
the lessee government, in the event it defaults on its rental payments, from the
purchase or use of similar equipment for a certain period of time. This
safeguard is designed to insure that the lessee government will appropriate the
necessary funds even though it is not legally obligated to do so, but its
legality remains untested in most, if not all, states.
SINGLE-FAMILY AND MULTI-FAMILY HOUSING OBLIGATIONS
Multi-family housing revenue bonds and single family mortgage revenue bonds
are state and local housing issues that have been issued to provide financing
for various housing projects. Multi-family housing revenue bonds are payable
primarily from the revenues derived from mortgage loans to housing projects for
low to moderate income families. Single-family mortgage revenue bonds are issued
for the purpose of acquiring from originating financial institutions notes
secured by mortgages on residences.
Housing obligations are not general obligations of the issuer although
certain obligations may be supported to some degree by Federal, state or local
housing subsidy programs. Budgetary constraints experienced by these programs as
well as the failure by a state or local housing issuers to satisfy the
qualifications required for coverage under these programs or any legal or
administrative determinations that the coverage of these programs is not
available to a housing issuer, probably will result in a decrease or elimination
of subsidies available for payment of amounts due on the issuer's obligations.
The ability of housing issuers to make debt service payments on their
obligations will also be affected by various economic and non-economic
developments including, among other things, the achievement and maintenance of
sufficient occupancy levels and adequate rental income in multi-family projects,
the rate of default on mortgage loans underlying single family issues and the
ability of mortgage insurers to pay claims, employment and income conditions
prevailing in local markets, increases in construction costs, taxes, utility
costs and other operating expenses, the managerial ability of project managers,
changes in laws and governmental regulations and economic trends generally in
the localities in which the projects are situated. Occupancy of multi-family
housing projects may also be adversely affected by high rent levels and income
limitations imposed under Federal, state or local programs.
All single family mortgage revenue bonds and certain multi-family housing
revenue bonds are prepayable over the life of the underlying mortgage or
mortgage pool, and therefore the average life of housing obligations cannot be
determined. However, the average life of these obligations will ordinarily be
less than their stated maturities. Single-family issues are subject to mandatory
redemption in whole or in part from prepayments on underlying mortgage loans;
mortgage loans are frequently partially or completely prepaid prior to their
final stated maturities as a result of events such as declining interest rates,
sale of the mortgaged premises, default, condemnation or casualty loss.
Multi-family issues are characterized by mandatory redemption at par upon the
occurrence of monetary defaults or breaches of covenants by the project
operator. Additionally, housing obligations are generally subject to mandatory
partial redemption at par to the extent that proceeds from the sale of the
obligations are not allocated within a stated period (which may be within a year
of the date of issue). Housing obligations are also generally subject to special
redemption at par in the case of mortgage prepayments. To the extent that these
obligations were valued at a premium when a Holder purchased Units, any
prepayment at par would result in a loss of capital to the Holder and, in any
event, reduce the amount of income that would otherwise have been paid to
Holders.
The tax exemption for certain housing revenue bonds depends on
qualification under Section 143 of the Internal Revenue Code of 1986, as amended
(the 'Code'), in the case of single family mortgage revenue bonds or
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Section 142(a)(7) of the Code or other provisions of Federal law in the case of
certain multi-family housing revenue bonds (including Section 8 assisted bonds).
These sections of the Code or other provisions of Federal law contain certain
ongoing requirements, including requirements relating to the cost and location
of the residences financed with the proceeds of the single family mortgage
revenue bonds and the income levels of tenants of the rental projects financed
with the proceeds of the multi-family housing revenue bonds. While the issuers
of the bonds and other parties, including the originators and servicers of the
single-family mortgages and the owners of the rental projects financed with the
multi-family housing revenue bonds, generally covenant to meet these ongoing
requirements and generally agree to institute procedures designed to ensure that
these requirements are met, there can be no assurance that these ongoing
requirements will be consistently met. The failure to meet these requirements
could cause the interest on the bonds to become taxable, possibly retroactively
from the date of issuance, thereby reducing the value of the bonds, subjecting
the Holders to unanticipated tax liabilities and possibly requiring the Trustee
to sell the bonds at reduced values. Furthermore, any failure to meet these
ongoing requirements might not constitute an event of default under the
applicable mortgage or permit the holder to accelerate payment of the bond or
require the issuer to redeem the bond. In any event, where the mortgage is
insured by the Federal Housing Administration, its consent may be required
before insurance proceeds would become payable to redeem the mortgage bonds.
HOSPITAL AND HEALTH CARE FACILITY OBLIGATIONS
The ability of hospitals and other health care facilities to meet their
obligations with respect to revenue bonds issued on their behalf is dependent on
various factors, including the level of payments received from private
third-party payors and government programs and the cost of providing health care
services.
A significant portion of the revenues of hospitals and other health care
facilities is derived from private third-party payors and government programs,
including the Medicare and Medicaid programs. Both private third-party payors
and government programs have undertaken cost containment measures designed to
limit payments made to health care facilities. Furthermore, government programs
are subject to statutory and regulatory changes, retroactive rate adjustments,
administrative rulings and government funding restrictions, all of which may
materially decrease the rate of program payments for health care facilities.
There can be no assurance that payments under governmental programs will remain
at levels comparable to present levels or will, in the future, be sufficient to
cover the costs allocable to patients participating in such programs. In
addition, there can be no assurance that a particular hospital or other health
care facility will continue to meet the requirements for participation in such
programs.
The costs of providing health care services are subject to increase as a
result of, among other factors, changes in medical technology and increased
labor costs. In addition, health care facility construction and operation is
subject to federal, state and local regulation relating to the adequacy of
medical care, equipment, personnel, operating policies and procedures,
rate-setting, and compliance with building codes and environmental laws.
Facilities are subject to periodic inspection by governmental and other
authorities to assure continued compliance with the various standards necessary
for licensing and accreditation. These regulatory requirements are subject to
change and, to comply, it may be necessary for a hospital or other health care
facility to incur substantial capital expenditures or increased operating
expenses to effect changes in its facilities, equipment, personnel and services.
Hospitals and other health care facilities are subject to claims and legal
actions by patients and others in the ordinary course of business. Although
these claims are generally covered by insurance, there can be no assurance that
a claim will not exceed the insurance coverage of a health care facility or that
insurance coverage will be available to a facility. In addition, a substantial
increase in the cost of insurance could adversely affect the results of
operations of a hospital or other health care facility. The Clinton
Administration may impose regulations which could limit price increases for
hospitals or the level of reimbursements for third-party payors or other
measures to reduce health care costs and make health care available to more
individuals, which would reduce profits for hospitals. Some states, such as New
Jersey, have significantly changed their reimbursement systems. If a hospital
cannot adjust to the new system by reducing expenses or raising rates, financial
difficulties may arise. Also, Blue Cross has denied reimbursement for some
hospitals for services other than emergency room services. The lost volume would
reduce revenues unless replacement patients were found.
Certain hospital bonds may provide for redemption at par at any time upon
the sale by the issuer of the hospital facilities to a non-affiliated entity or
in other circumstances. For example, certain hospitals may have the right to
call bonds at par if the hospital may legally be required because of the bonds
to perform procedures against specified religious principles. Certain
FHA-insured bonds may provide that all or a portion of those bonds, otherwise
callable at a premium, can be called at par in certain circumstances. If a
hospital defaults upon a bond obligation, the realization of Medicare and
Medicaid receivables may be uncertain and, if the bond
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obligation is secured by the hospital facilities, legal restrictions on the
ability to foreclose upon the facilities and the limited alternative uses to
which a hospital can be put may reduce severely its collateral value.
The Internal Revenue Service is currently engaged in a program of intensive
audits of certain large tax-exempt hospital and health care facility
organizations. Although these audits have not yet been completed, it has been
reported that the tax-exempt status of some of these organizations may be
revoked. At this time, it is uncertain whether any of the hospital and health
care facility obligations held by the Fund will be affected by such audit
proceedings.
AIRPORT, PORT AND HIGHWAY REVENUE OBLIGATIONS
Certain facility revenue bonds are payable from and secured by the revenues
from the ownership and operation of particular facilities, such as airports
(including airport terminals and maintenance facilities), marine terminals,
bridges, turnpikes and port authorities. For example, the major portion of gross
airport operating income is generally derived from fees received from signatory
airlines pursuant to use agreements which consist of annual payments for airport
use, occupancy of certain terminal space, facilities, service fees, concessions
and leases. Airport operating income may therefore be affected by the ability of
the airlines to meet their obligations under the use agreements. The air
transport industry is experiencing significant variations in earnings and
traffic, due to increased competition, excess capacity, increased aviation fuel,
deregulation, traffic constraints, the current recession and other factors. As a
result, several airlines are experiencing severe financial difficulties. Several
airlines including America West Airlines have sought protection from their
creditors under Chapter 11 of the Bankruptcy Code. In addition, other airlines,
such as Midway Airlines, Inc., Eastern Airlines Inc. and Pan American
Corporation, have recently been liquidated. However, within the past few months
Northwest Airlines, Continental Airlines and Trans World Airlines have emerged
from bankruptcy. The Sponsors cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility.
Similarly, payment on bonds related to other facilities is dependent on
revenues from the projects, such as use fees from ports, tolls on turnpikes and
bridges and rents from buildings. Therefore, payment may be adversely affected
by reduction in revenues due to such factors as increased cost of maintenance or
decreased use of a facility, lower cost of alternative modes of transportation
or scarcity of fuel and reduction or loss of rents.
TRANSIT AUTHORITY OBLIGATIONS
Mass transit is generally not self-supporting from fare revenues.
Therefore, additional financial resources must be made available to ensure
operation of mass transit systems as well as the timely payment of debt service.
Often such financial resources include Federal and state subsidies, lease
rentals paid by funds of the state or local government or a pledge of a special
tax such as a sales tax or a property tax. If fare revenues or the additional
financial resources do not increase appropriately to pay for rising operating
expenses, the ability of the issuer to adequately service the debt may be
adversely affected.
MUNICIPAL WATER AND SEWER REVENUE BONDS
Water and sewer bonds are generally payable from user fees. The ability of
state and local water and sewer authorities to meet their obligations may be
affected by failure of municipalities to utilize fully the facilities
constructed by these authorities, economic or population decline and resulting
decline in revenue from user charges, rising construction and maintenance costs
and delays in construction of facilities, impact of environmental requirements,
failure or inability to raise user charges in response to increased costs, the
difficulty of obtaining or discovering new supplies of fresh water, the effect
of conservation programs and the impact of 'no growth' zoning ordinances. In
some cases this ability may be affected by the continued availability of Federal
and state financial assistance and of municipal bond insurance for future bond
issues.
SOLID WASTE DISPOSAL BONDS
Bonds issued for solid waste disposal facilities are generally payable from
tipping fees and from revenues that may be earned by the facility on the sale of
electrical energy generated in the combustion of waste products. The ability of
solid waste disposal facilities to meet their obligations depends upon the
continued use of the facility, the successful and efficient operation of the
facility and, in the case of waste-to-energy facilities, the continued ability
of the facility to generate electricity on a commercial basis. All of these
factors may be affected by a failure of municipalities to fully utilize the
facilities, an insufficient supply of waste for disposal due to economic or
population decline, rising construction and maintenance costs, any delays in
construction of facilities, lower-cost alternative modes of waste processing and
changes in environmental regulations. Because of the relatively short
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history of this type of financing, there may be technological risks involved in
the satisfactory construction or operation of the projects exceeding those
associated with most municipal enterprise projects. Increasing environmental
regulation on the federal, state and local level has a significant impact on
waste disposal facilities. While regulation requires more waste producers to use
waste disposal facilities, it also imposes significant costs on the facilities.
These costs include compliance with frequently changing and complex regulatory
requirements, the cost of obtaining construction and operating permits, the cost
of conforming to prescribed and changing equipment standards and required
methods of operation and, for incinerators or waste-to-energy facilities, the
cost of disposing of the waste residue that remains after the disposal process
in an environmentally safe manner. In addition, waste disposal facilities
frequently face substantial opposition by environmental groups and officials to
their location and operation, to the possible adverse effects upon the public
health and the environment that may be caused by wastes disposed of at the
facilities and to alleged improper operating procedures. Waste disposal
facilities benefit from laws which require waste to be disposed of in a certain
manner but any relaxation of these laws could cause a decline in demand for the
facilities' services. Finally, waste-to-energy facilities are concerned with
many of the same issues facing utilities insofar as they derive revenues from
the sale of energy to local power utilities (See State and Local Municipal
Utility Obligations above).
UNIVERSITY AND COLLEGE OBLIGATIONS
The ability of universities and colleges to meet their obligations is
dependent upon various factors, including the size and diversity of their
sources of revenues, enrollment, reputation, management expertise, the
availability and restrictions on the use of the endowments and other funds, the
quality and maintenance costs of campus facilities, and, in the case of public
institutions, the financial condition of the relevant state or other
governmental entity and its policies with respect to education. The
institution's ability to maintain enrollment levels will depend on such factors
as tuition costs, demographic trends, geographic location, geographic diversity
and quality of the student body, quality of the faculty and the diversity of
program offers.
Legislative or regulatory action in the future at the Federal, state or
local level may directly or indirectly affect eligibility standards or reduce or
eliminate the availability of funds for certain types of student loans or grant
programs, including student aid, research grants and work-study programs, and
may affect indirect assistance for education.
PUERTO RICO
The Portfolio may contain Debt Obligations of issuers which will be
affected by general economic conditions in Puerto Rico. Puerto Rico's
unemployment rate remains significantly higher than the U.S. unemployment rate.
Furthermore, the economy is largely dependent for its development upon U.S.
policies and programs that are being reviewed and may be eliminated.
The Puerto Rican economy is affected by a number of Commonwealth and
Federal investment incentive programs. For example, Section 936 of the Internal
Revenue Code (the 'Code') provides for a credit against Federal income taxes for
U.S. companies operating on the island if certain requirements are met. The
Omnibus Budget Reconciliation Act of 1993 imposes limits on such credit,
effective for tax years beginning after 1993. In addition, from time to time
proposals are introduced in Congress which, if enacted into law, would eliminate
some or all of the benefits of Section 936. The Omnibus Budget Reconciliation
Act of 1993 imposes limits on such credit, effective for tax years beginning
after 1993. Although no assessment can be made at this time of the precise
effect of such limitation, it is expected that the limitation of Section 936
credits would have a negative impact on Puerto Rico's economy.
Aid for Puerto Rico's economy has traditionally depended heavily on Federal
programs, and current Federal budgetary policies suggest that an expansion of
aid to Puerto Rico is unlikely. An adverse effect on the Puerto Rican economy
could result from other U.S. policies, including a reduction of tax benefits for
distilled products, further reduction in transfer payment programs such as food
stamps, curtailment of military spending and policies which could lead to a
stronger dollar.
In a plebiscite held in November, 1993, the Puerto Rican electorate chose
to continue Puerto Rico's Commonwealth status. Previously proposed legislation,
which was not enacted, would have preserved the federal tax exempt status of the
outstanding debts of Puerto Rico and its public corporations regardless of the
outcome of the referendum, to the extent that similar obligations issued by the
states are so treated and subject to the provisions of the Code currently in
effect. There can be no assurance that any pending or future legislation finally
enacted will include the same or similar protection against loss or tax
exemption. The November 1993 plebiscite can be expected to have both direct and
indirect consequences on such matters as the basic characteristics of future
Puerto Rico debt obligations, the markets for these obligations, and the types,
levels and quality of revenue
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sources pledged for the payment of existing and future debt obligations. Such
possible consequences include, without limitation, legislature proposals seeking
restoration of the status of Section 936 benefits otherwise subject to the
limitations discussed above. However, no assessment can be made at this time of
the economic and other effects of a change in federal laws affecting Puerto Rico
as a result of the November 1993 plebiscite.
OBLIGATIONS BACKED BY LETTERS OF CREDIT
Certain Debt Obligations may be secured by letters of credit issued by
commercial banks or collateralized letters of credit issued by savings banks,
savings and loan associations and similar institutions ('thrifts') or direct
obligations of banks or thrifts pursuant to 'loans-to-lenders' programs. The
letter of credit may be drawn upon, and the Debt Obligations consequently
redeemed, should an issuer fail to make payments of amounts due on a Debt
Obligation backed by a letter of credit or default under its reimbursement
agreement with the issuer of the letter of credit or, in certain cases, in the
event the interest on a Debt Obligation should be deemed to be taxable and full
payment of amounts due is not made by the issuer. The letters of credit are
irrevocable obligations of the issuing institutions, which are subject to
extensive governmental regulations which may limit both the amounts and types of
loans and other financial commitments which may be made and interest rates and
fees which may be charged.
The profitability of financial institutions is largely dependent upon the
availability and cost of funds for the purpose of financing lending operations
under prevailing money market conditions. Also, general economic conditions play
an important part in the operations of this industry and exposure to credit
losses arising from possible financial difficulties of borrowers might affect an
institution's ability to meet its obligations. Since the late 1980's the ratings
of U.S. and foreign banks and holding companies have been subject to extensive
downgrades due primarily to deterioration in asset quality and the attendant
impact on earnings and capital adequacy. Major U.S. banks, in particular,
suffered from a decline in asset quality in the areas of loans to Lesser
Developed Countries (LDC's), construction and commercial real estate loans and
lending to support Highly Leveraged Transactions (HLT's). LDC and HLT problems
have been largely addressed, although construction and commercial real estate
loans remain areas of concern. The Federal Deposit Insurance Corporation
('FDIC') indicated that in 1990, 169 federally insured banks with an aggregate
total of $15.7 billion in assets failed and that in 1991, 127 federally insured
banks with an aggregate total of $63.2 billion in assets failed. During 1992,
the FDIC resolved 120 failed banks with combined assets of $44.2 billion in
assets.
The Federal Deposit Insurance Corporation Improvement Act of 1991
('FDICIA') and the Resolution Trust Corporation Refinancing, Restructuring, and
Improvement Act of 1991 imposed many new limitations on the way in which banks,
savings banks and thrifts may conduct their business and mandated early and
aggressive regulatory intervention for unhealthy institutions. Periodic efforts
by recent Administrations to introduce legislation broadening the ability of
banks and thrifts to compete with new products have not been successful, but if
enacted could lead to more failures as a result of increased competition and
added risks. Failure to enact such legislation, on the other hand, may lead to
declining earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch on an
interstate basis have been initially successful through promulgation of
regulations, but legislation to liberalize interstate branching for banks has
stalled in the Congress. Consolidation is likely to continue in both cases. The
Securities and Exchange Commission ('SEC') is attempting to require the expanded
use of market value accounting by banks and thrifts, and has imposed rules
requiring market accounting for investment securities held for sale. Adoption of
additional such rules may result in increased volatility in the reported health
of the industry and mandated regulatory intervention to correct such problems.
In addition, historically, thrifts primarily financed residential and
commercial real estate by making fixed-rate mortgage loans and funded those
loans from various types of deposits. Thrifts were restricted as to the types of
accounts which could be offered and the rates that could be paid on those
accounts. During periods of high interest rates, large amounts of deposits were
withdrawn as depositors invested in Treasury bills and notes and in money market
funds which provided liquidity and high yields not subject to regulation. As a
result the cost of thrifts' funds exceeded income from mortgage loan portfolios
and other investments, and their financial positions were adversely affected.
Laws and regulations eliminating interest rate ceilings and restrictions on
types of accounts that may be offered by thrifts were designed to permit thrifts
to compete for deposits on the basis of current market rates and to improve
their financial positions.
However, with respect to any Debt Obligations included in the Fund that are
secured by collateralized letters of credit or guarantees of thrifts, on the
basis of the current financial positions of the thrifts, the Sponsors believe
that investors in the Units should rely solely on the collateral securing the
performance of the thrifts' obligations with respect to those Debt Obligations
and not on the financial positions of the thrifts.
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In certain cases, the Sponsors have agreed that their sole recourse in
connection with any default, including insolvency, by the thrifts whose
collateralized letter of credit or guarantee may back any of the Debt
Obligations will be to exercise available remedies with respect to the
collateral pledged by the thrift; should such collateral be insufficient, the
Sponsors will therefore be unable to pursue any default judgement against that
thrift.
Certain of these collateralized letters of credit or guarantees may provide
that they are to be drawn upon in the event the thrift becomes or is deemed to
be insolvent. Accordingly, investors should recognize that they are subject to
having the principal amount of their investment represented by a Debt Obligation
secured by such a collateralized letter of credit or guarantee returned prior to
the termination date of the Fund or the maturity or disposition dates of the
Debt Obligations if the thrift becomes or is deemed to be insolvent.
The thrift industry has experienced severe strains as demonstrated by the
failure of numerous savings banks and savings and loan associations. One
consequence of this was the insolvency of the deposit insurance fund of the
Federal Savings and Loan Insurance Corporation ('FSLIC'). As a result, in 1989
Congress enacted the Financial Institutions Reform, Recovery and Enforcement Act
('FIRREA'), which significantly altered the legal rules and regulations
governing banks and thrifts. Among other things, FIRREA abolished the FSLIC and
created a new agency, the Resolution Trust Corporation ('RTC'), investing it
with certain of the FSLIC's powers. The balance of the FSLIC's powers were
transferred to the FDIC. Under FIRREA, as subsequently amended in 1990, the RTC
was normally to be appointed as receiver or conservator of thrifts that failed
between January 1, 1989 and October 1, 1993 if their deposits, prior to FIRREA,
were insured by the FSLIC. The FDIC is normally to be appointed as receiver or
conservator for all thrifts the deposits of which, before FIRREA, were insured
by the FDIC, and those thrifts the deposits of which, prior to FIRREA, were
insured by the FSLIC that fail on or after October 1, 1993.
Investors should realize that should the FDIC or the RTC make payment under
a letter of credit prior to the scheduled maturity or disposition dates of the
related Debt Obligation their investment will be returned sooner than originally
anticipated. The possibility of such early payment has been increased
significantly by the enactment of FDICIA referred to above. FDICIA requires
federal regulators of insured banks, savings banks, and thrifts to act more
quickly to address the problems of undercapitalized institutions than
previously, and specifies in more detail the actions they must take. One such
requirement virtually compels the appointment of a receiver or conservator for
any institution when its ratio of tangible equity to total assets declines to
two percent. Others force aggressive intervention in the business of an
institution at even earlier stages of deterioration.
Certain letters of credit or guarantees backing Debt Obligations may have
been issued by a foreign bank or corporation or similar entity (a 'Foreign
Guarantee'). On the basis of information available to the Sponsors at the
present time no Foreign Guarantee is subject to exchange control restrictions
under existing law which would materially interfere with payments to the Fund
under the Foreign Guarantee. However, there can be no assurance that exchange
control regulations might not be adopted in the future which might affect
adversely the payments to the Fund. Nor are there any withholding taxes under
existing law applicable to payments made on any Foreign Guarantee. While there
can be no assurance that withholding taxes might not be imposed in the future,
provision is made in the instruments governing any Foreign Guarantee that, in
substance, to the extent permitted by applicable law, additional payments will
be made by the guarantor so that the total amount paid, after deduction of any
applicable tax, will not be less than the amount then due and payable on the
Foreign Guarantee. The adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of any Debt
Obligations backed by a Foreign Guarantee and on the ability of the Fund to
satisfy its obligation to redeem Units tendered to the Trustee for redemption
(see Redemption).
COLLATERALIZED LETTERS OF CREDIT AND GUARANTEES
Certain Debt Obligations in the Portfolio may be supported by guarantees or
letters of credit which are secured by a security interest in 'Eligible
Collateral'. Eligible Collateral may consist of mortgage-backed securities
issued by private parties and guaranteed as to full and timely payment of
interest and principal by the Government National Mortgage Association ('GNMA')
('GNMA Pass-Throughs') or by the Federal National Mortgage Association ('FNMA')
('FNMA Pass-Throughs'), mortgage-backed securities issued by the Federal Home
Loan Mortgage Corporation ('FHLMC') and guaranteed as to full and timely payment
of interest and full collection of principal by FHLMC ('FHLMC PCs'),
conventional, FHA insured, VA guaranteed and privately insured mortgages
('Mortgages'), debt obligations of states and their political subdivisions and
public authorities ('Municipal Obligations'), debt obligations of public
nongovernmental corporations ('Corporate Obligations'), U.S. Government
securities and cash. In addition, Eligible Collateral may also consist of other
securities specified by the Sponsors.
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With respect to each Debt Obligation as to which Eligible Collateral has
been pledged, the Sponsors have established minimum percentage levels
('Collateral Requirements') of the aggregate market value of each type of
Eligible Collateral consistent with the standards described under The Portfolio
below. Eligible Collateral is to be valued no less often than quarterly. If on
any valuation date it is determined that the aggregate market value of the
Eligible Collateral does not satisfy the applicable Collateral Requirements,
additional Eligible Collateral must be delivered. Eligible Collateral may be
withdrawn or substituted at any time, provided that the remaining or substituted
Eligible Collateral meets the applicable Collateral Requirements. Although the
Sponsors believe that the Collateral Requirements are sufficient to provide a
high degree of protection against loss on the Debt Obligations backed by
collateralized letters of credit or guarantees, investors in the Units should be
aware that if liquidation of the collateral is required and proves insufficient
to provide for payment in full of the principal and accrued interest on such
Debt Obligations, then the full principal amount of their investment could not
be returned.
GNMA Pass-Throughs--GNMA is a wholly-owned U.S. government corporation
within the Department of Housing and Urban Development. GNMA is authorized by
Section 306(g) of Title III of the National Housing Act to guarantee the timely
payment of the principal of, and interest on, certificates which are based on
and backed by a pool of mortgage loans insured by the Federal Housing
Administration ('FHA'), or the Farmers' Home Administration ('FMHA') or
guaranteed by the Veteran's Administration ('VA'). The GNMA Pass-Throughs will
be of the 'fully modified pass-through' type, the terms of which provide for
timely monthly payments by the issuers to the registered holders of their pro
rata shares of the scheduled principal payments, whether or not collected by the
issuers, on account of the mortgages backing such GNMA Pass-Throughs, plus any
prepayment of principal of such mortgages received, and interest (net of the
servicing and other charges) on the aggregate unpaid principal balance of such
GNMA Pass-Throughs, whether or not interest on account of such mortgages has
been collected by the issuers. The GNMA Pass-Throughs will be guaranteed as to
timely payment of principal and interest by GNMA. The full faith and credit of
the United States is pledged to the payment of all amounts which may be required
to be paid under the guarantee.
FNMA Pass-Throughs--FNMA Pass-Throughs are certificates of beneficial
interest evidencing pro rata undivided ownership interests in pools of
residential mortgages either previously owned by FNMA or purchased by it in
connection with the formation of a pool. FNMA guarantees the full and timely
payment of principal and interest (adjusted to the pass-through rate) on the
mortgage loans in the pool, whether or not received by FNMA or recovered by it
in foreclosure. If FNMA were unable to fulfill its guarantee, distributions to
holders of FNMA Pass-Throughs would consist solely of payments and other
recoveries upon the underlying mortgages, and, accordingly, delinquencies and
defaults would diminish distributions to the holders. The obligations of FNMA
under its guarantee are solely those of FNMA and are not backed by the full
faith and credit of the United States. Moreover, neither the United States nor
any of its agencies is obligated to finance the operations of FNMA or to assist
it.
FHLMC PCs--FHLMC PCs are certificates issued by FHLMC which represent
undivided interests in identified pools of residential mortgage loans purchased
by FHLMC. FHLMC guarantees the full and timely payment of interest (adjusted to
the certificate rate) on the unpaid principal balance of mortgage loans in the
pool as determined or estimated by FHLMC and the collection of principal without
any offset or deduction. Payment of principal is subject to delay due to federal
and state laws. FHLMC is a publicly held, government sponsored enterprise
created pursuant to the Emergency Home Finance Act of 1970. The principal
activity of FHLMC consists of the purchase of first lien, fixed rate
conventional mortgage loans and participations therein, which FHLMC repackages
and sells as guaranteed mortgage securities, primarily FHLMC Certificates. These
loans must be considered by FHLMC of a quality, type and class to meet generally
the purchase standards imposed by private institutional mortgage investors. To
minimize interest rate risk FHLMC generally matches its purchases of mortgages
and sales of guaranteed mortgage related securities. Mortgage loans retained by
FHLMC are financed by debt and equity capital. The obligations of FHLMC under
its guarantee are solely those of FHLMC and are not backed by the full faith and
credit of the United States nor are they an obligation of any Federal Home Loan
Bank.
Mortgages--In order to be eligible as Collateral a Mortgage must either be
insured by FHA or guaranteed by VA or must (i) secure a loan not in excess of
80% of the lesser of the purchase price or appraised value, (ii) be secured by a
first lien on a single-family (one unit) detached structure that at the time of
origination was owner-occupied and designed and intended for use as a primary
residence, (iii) not have had any payment of principal or interest or escrow
payment in arrears for 60 or more days at any time during the twelve months
preceding its pledge date and, as of its pledge date, have no payments more than
30 days due and unpaid, (iv) provide for level monthly payments of principal and
interest for an original term to maturity not in excess of 30 years, (v) bear
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interest at a fixed annual rate and (vi) if originated subsequent to January 1,
1977, be written on then-applicable FHLMC/FNMA documentation.
FHA Insurance--The regulations governing the FHA single family programs
under which a Mortgage may be insured provide that a mortgage will be
considered to be in default if the mortgagor fails to make any payment or
perform any other obligation under the mortgage and such failure continues
for a period of thirty days. Insurance benefits are payable to the
mortgagee either upon foreclosure or other acquisition of the property
(which, in either case, may be subject to certain delays) or upon
assignment of the defaulted mortgage to the United States Department of
Housing and Urban Development ('HUD'). Under most FHA insurance programs
for single family residences the Federal Housing Commissioner has the
option of paying insurance claims in cash or in debentures, although
current FHA policy is to pay insurance claims in cash.
VA Guarantee--Claims for the payment of a VA guarantee may be submitted
when any default of the mortgagor continues for a period of three months. A
guarantee may be paid without the mortgagee instituting foreclosure
proceedings or otherwise acquiring title. The maximum amount of guarantee
that may be paid is limited to the lesser of (1) sixty percent (60%) of the
original principal balance of the mortgage loan or (2) $27,500 for mortgage
loans made on or after October 7, 1980. The liability on the guarantee is
reduced or increased pro rata with any reduction or increase in the amount
of the indebtedness.
Private Mortgage Insurance--Private mortgage insurance policies
currently being issued by private mortgage insurers approved by FHLMC
contain provisions substantially as follows: (a) the private mortgage
insurer must pay a claim, including unpaid principal, accrued interest and
certain expenses, within 60 days of presentment of the claim by the
insured; (b) in order for the insured to present a claim, the insured must
have acquired, and tendered to the insurer, title to the property free and
clear of all liens and encumbrances including any right of redemption by
the mortgagor; (c) when a claim is presented, the insurer will have the
option of paying the claim in full and taking title to the property and
arranging for its sale or of paying the insured percentage of the claim
(the insured percentages vary but are customarily 20-25% of the claim) and
allowing the insured to retain title to the property; and (d) claims may
also be settled by the insurer at the option of the insured for actual
losses where such losses are less than the insured percentage of the claim.
Delays in Foreclosure--Mortgages insured by FHA or guaranteed by VA are
subject to current Federal regulations which provide that a mortgagee may
not initiate foreclosure proceedings on an FHA insured or VA guaranteed
loan unless at least three full monthly installments are due and unpaid. An
administrative appeal prior to foreclosure is available to a mortgagor,
and, if the mortgagor utilizes this procedure, the foreclosure may be
delayed an additional three months. No delay in the foreclosure action is
required if the property is encumbered by an FHA/VA mortgage and is
abandoned by the mortgagor.
U.S. Government Securities--Direct obligations of the United States that
mature within 30 years at the time of being pledged under the Collateral
Agreement.
Municipal Obligations--Debt Obligations issued by or on behalf of states or
their political subdivisions or public authorities, bearing interest at a fixed
or variable rate and rated at least BBB by Standard & Poor's (or another
acceptable rating agency).
Corporate Obligations--Marketable direct obligations of public,
nongovernmental corporations payable in U.S. dollars, bearing dividends or
interest at a fixed or variable rate and rated at least A by Standard & Poor's
Corporation (or another acceptable rating agency at the time rating the Fund),
or which have, in the opinion of the Agent for the Sponsors, credit
characteristics comparable to obligations rated at least A by Standard & Poor's.
OBLIGATIONS BACKED BY INSURANCE
Certain Debt Obligations (the 'Insured Debt Obligations') may be insured or
guaranteed by Asset Guaranty Reinsurance Company ('Asset Guaranty'), AMBAC
Indemnity Corporation ('AMBAC Indemnity'), Capital Markets Assurance Corp.
(CAPMAC), Capital Guaranty Insurance Company ('CGIC'), Connie Lee Insurance
Company ('Connie Lee'), Continental Casualty Company ('Continental'), Financial
Guaranty Insurance Company ('Financial Guaranty'), Financial Security Assurance
Inc. ('FSA'), Firemen's Insurance Company of Newark, New Jersey ('Firemen's'),
Municipal Bond Investors Assurance Corporation ('MBIA') or National Union Fire
Insurance Company of Pittsburgh, Pa. ('National Union') (collectively, the
'Insurance Companies'). The claims-paying ability of each of these companies,
unless otherwise indicated, is rated AAA by Standard & Poor's or another
acceptable national rating service. The ratings are subject to change at any
time at the discretion of the rating agencies. In determining whether to insure
bonds, the Insurance Companies severally apply their own standards. The cost of
this insurance (except the portfolio insurance referred to below) is borne
either by the
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issuers or previous owners of the bonds or by the Sponsors. The insurance
policies are non-cancellable and will continue in force so long as the Insured
Debt Obligations are outstanding and the insurers remain in business. The
insurance policies guarantee the timely payment of principal and interest on but
do not guarantee the market value of the Insured Debt Obligations or the value
of the Units. The insurance policies generally do not provide for accelerated
payments of principal or, except in the case of any portfolio insurance
policies, cover redemptions resulting from events of taxability. If the issuer
of any Insured Debt Obligation should fail to make an interest or principal
payment, the insurance policies generally provide that the Trustee or its agent
shall give notice of nonpayment to the Insurance Company or its agent and
provide evidence of the Trustee's right to receive payment. The Insurance
Company is then required to disburse the amount of the failed payment to the
Trustee or its agent and is thereafter subrogated to the Trustee's right to
receive payment from the issuer.
The following are brief descriptions of certain of the insurance companies
that may insure or guarantee certain Debt Obligations. The financial information
presented for each company has been determined on a statutory basis and is
unaudited.
Asset Guaranty is a New York State insurance company licensed to write
financial guarantee, credit, residual value and surety insurance. Asset Guaranty
commenced operations in mid-1988 by providing reinsurance to several major
monoline insurers. Asset Guaranty also issues limited amounts of primary
financial guaranty insurance, but not in direct competition with the primary
mono-line companies for which it acts as a reinsurer. The parent holding company
of Asset Guaranty, Asset Guarantee Inc. (AGI), merged with Enhance Financial
Services (EFS) in June, 1990 to form Enhance Financial Services Group Inc.
(EFSG). The two main, 100%-owned subsidiaries of EFSG, Asset Guaranty and
Enhance Reinsurance Company (ERC), share common management and physical
resources. After an initial public offering completed in February 1992 and the
sale by Merrill Lynch & Co. of its stake, EFSG is 49.8%-owned by the public,
29.9% by US West Financial Services, 14.1% by Manufacturers Life Insurance Co.
and 6.2% by senior management. Both ERC and Asset Guaranty are rated 'AAA' for
claims paying ability by Duff & Phelps. ERC is rated triple-A for
claims-paying-ability by both S&P and Moody's. Asset Guaranty received a 'AA'
claims-paying-ability rating from S&P during August 1993, but remains unrated by
Moody's. As of September 30, 1993 Asset Guaranty had admitted assets of
approximately $130,000,000 and policyholders' surplus of approximately
$72,000,000.
AMBAC is a Wisconsin-domiciled stock insurance company, regulated by the
Insurance Department of the State of Wisconsin, and licensed to do business in
various states, with admitted assets of approximately $1,936,000,000 and
policyholders' surplus of approximately $728,000,000 as of September 30, 1993.
AMBAC is a wholly-owned subsidiary of AMBAC Inc., a financial holding company
which is publicly owned following a complete divestiture by Citibank during the
first quarter of 1992.
CAPMAC commenced operations in December 1987, as the second mono-line
financial guaranty insurance company (after FSA) organized solely to insure
non-municipal obligations. CAPMAC, a New York corporation, is a wholly-owned
subsidiary of CAPMAC Holdings, Inc. (CHI), which was sold in 1992 by Citibank
(New York State) to a group of 12 investors led by the following: Dillon Read's
Saratoga Partners II; L.P. (Saratoga), an acquisition fund; Caprock Management,
Inc., representing Rockefeller family interests; Citigrowth Fund, a Citicorp
venture capital group; and CAPMAC senior management and staff. These groups
control approximately 70% of the stock of CHI. CAPMAC had traditionally
specialized in guaranteeing consumer loan and trade receivable asset-backed
securities. Under the new ownership group CAPMAC intends to become involved in
the municipal bond insurance business, as well as their traditional
non-municipal business. As of September 30, 1993 CAPMAC's admitted assets were
approximately $182,000,000 and its policyholders' surplus was approximately
$146,000,000.
CGIC, a monoline bond insuror headquartered in San Francisco, California,
was established in November 1986 to assume the financial guaranty business of
United States Fidelity and Guaranty Company ('USF&G'). It is a wholly-owned
subsidiary of Capital Guaranty Corporation ('CGC') whose stock is owned by:
Constellation Investments, Inc., an affiliate of Baltimore Gas & Electric,
Fleet/Norstar Financial Group, Inc., Safeco Corporation, Sibag Finance
Corporation, an affiliate of Siemens AG, and USF&G, the 8th largest
property/casualty company in the U.S. as measured by net premiums written, and
CGC management. As of September 30, 1993 CGIC had total admitted assets of
approximately $270,000,000 and policyholders' surplus of approximately
$160,000,000.
Connie Lee is a wholly owned subsidiary of College Construction Loan
Insurance Association ('CCLIA'), a government-sponsored enterprise established
by Congress to provide American academic institutions with greater access to
low-cost capital through enhancement. Connie Lee, the operating insurance
company, was incorporated in 1987 and began business as a reinsurer of
tax-exempt bonds of colleges, universities, and teaching
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hospitals with a concentration on the hospital sector. During the fourth quarter
of 1991 Connie Lee began underwriting primary bond insurance which will focus
largely on the college and university sector. CCLIA's founding shareholders are
the U.S. Department of Education, which owns 36% of CCLIA, and the Student Loan
Marketing Association ('Sallie Mae'), which owns 14%. The other principal owners
are: Pennsylvania Public School Employees' Retirement System, Metropolitan Life
Insurance Company, Kemper Financial Services, Johnson family funds and trusts,
Northwestern University, Rockefeller & Co., Inc. administered trusts and funds,
and Stanford University. Connie Lee is domiciled in the state of Wisconsin and
has licenses to do business in 47 states and the District of Columbia. As of
September 30, 1993, its total admitted assets were approximately $173,000,000
and policyholders' surplus was approximately $104,000,000.
Continental is a wholly-owned subsidiary of CNA Financial Corp. and was
incorporated under the laws of Illinois in 1948. As of September 30, 1993,
Continental had policyholders' surplus of $2,969,000,000 and admitted assets of
$18,567,000,000. Continental is the lead property-casualty company of a fleet of
carriers nationally known and marketed as 'CNA Insurance Companies'. CNA is
rated AA+ by Standard & Poor's.
Financial Guaranty, a New York stock insurance company, is a wholly-owned
subsidiary of FGIC Corporation, which is wholly owned by General Electric
Capital Corporation. The investors in FGIC Corporation are not obligated to pay
the debts of or the claims against Financial Guaranty. Financial Guaranty
commenced its business of providing insurance and financial guarantees for a
variety of investment instruments in January 1984 and is currently licensed to
provide insurance in 49 states and the District of Columbia. It files reports
with state regulatory agencies and is subject to audit and review by those
authorities. As of September 30, 1993 its total admitted assets were
approximately $1,889,000,000 and its policyholders' surplus was approximately
$745,000,000.
FSA is a monoline property and casualty insurance company incorporated in
New York in 1984. It is a wholly-owned subsidiary of Financial Security
Assurance Holdings Ltd., which was acquired in December 1989 by US West, Inc.,
the regional Bell Telephone Company serving the Rocky Mountain and Pacific
Northwestern states. U.S. West is currently seeking to sell FSA. FSA is licensed
to engage in the surety business in 42 states and the District of Columbia. FSA
is engaged exclusively in the business of writing financial guaranty insurance
on both tax-exempt and non-municipal securities. As of September 30, 1993, FSA
had policyholders' surplus of approximately $412,000,000 and total admitted
assets of approximately $799,000,000.
Firemen's, which was incorporated in New Jersey in 1855, is a wholly owned
subsidiary of The Continental Corporation and a member of The Continental
Insurance Companies, a group of property and casualty insurance companies of
which the claims paying ability is rated AA-by Standard & Poor's. It provides
unconditional and non-cancellable insurance on industrial development revenue
bonds. As of September 30, 1993, the total admitted assets of Firemen's were
approximately $2,227,000,000 and its policyholders' surplus was approximately
$496,000,000.
MBIA is the principal operating subsidiary of MBIA Inc. The principal
shareholders of MBIA Inc. were originally Aetna Casualty and Surety Company, The
Fund American Companies Inc., subsidiaries of CIGNA Corporation and Credit Local
de France, CAECL, S.A. These principal shareholders now own approximately 13% of
the outstanding common stock of MBIA Inc. following a series of four public
equity offerings over a five-year period. As of September 30, 1993 MBIA had
admitted assets of approximately $3,000,000,000 and policyholders' surplus of
approximately $951,000,000.
National Union is a stock insurance company incorporated in Pennsylvania
and a wholly-owned subsidiary of American International Group, Inc. National
Union was organized in 1901 and is currently licensed to provide insurance in 50
states and the District of Columbia. It files reports with state insurance
regulatory agencies and is subject to regulation, audit and review by those
authorities including the State of New York Insurance Department. As of
September 30, 1993, the total admitted assets and policyholders' surplus of
National Union were approximately $7,907,000,000 and approximately
$1,408,000,000, respectively.
Insurance companies are subject to regulation and supervision in the
jurisdictions in which they do business under statutes which delegate
regulatory, supervisory and administrative powers to state insurance
commissioners. This regulation, supervision and administration relate, among
other things, to: the standards of solvency which must be met and maintained;
the licensing of insurers and their agents; the nature of and limitations on
investments; deposits of securities for the benefit of policyholders; approval
of policy forms and premium rates; periodic examinations of the affairs of
insurance companies; annual and other reports required to be filed on the
financial condition of insurers or for other purposes; and requirements
regarding reserves for unearned premiums, losses and other matters. Regulatory
agencies require that premium rates not be excessive,
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inadequate or unfairly discriminatory. Insurance regulation in many states also
includes 'assigned risk' plans, reinsurance facilities, and joint underwriting
associations, under which all insurers writing particular lines of insurance
within the jurisdiction must accept, for one or more of those lines, risks
unable to secure coverage in voluntary markets. A significant portion of the
assets of insurance companies is required by law to be held in reserve against
potential claims on policies and is not available to general creditors.
Although the Federal government does not regulate the business of
insurance, Federal initiatives can significantly impact the insurance business.
Current and proposed Federal measures which may significantly affect the
insurance business include pension regulation (ERISA), controls on medical care
costs, minimum standards for no-fault automobile insurance, national health
insurance, personal privacy protection, tax law changes affecting life insurance
companies or the relative desirability of various personal investment vehicles
and repeal of the current antitrust exemption for the insurance business. (If
this exemption is eliminated, it will substantially affect the way premium rates
are set by all property-liability insurers.) In addition, the Federal government
operates in some cases as a co-insurer with the private sector insurance
companies.
Insurance companies are also affected by a variety of state and Federal
regulatory measures and judicial decisions that define and extend the risks and
benefits for which insurance is sought and provided. These include judicial
redefinitions of risk exposure in areas such as products liability and state and
Federal extension and protection of employee benefits, including pension,
workers' compensation, and disability benefits. These developments may result in
short-term adverse effects on the profitability of various lines of insurance.
Longer-term adverse effects can often be minimized through prompt repricing of
coverages and revision of policy terms. In some instances these developments may
create new opportunities for business growth. All insurance companies write
policies and set premiums based on actuarial assumptions about mortality,
injury, the occurrence of accidents and other insured events. These assumptions,
while well supported by past experience, necessarily do not take account of
future events. The occurrence in the future of unforeseen circumstances could
affect the financial condition of one or more insurance companies. The insurance
business is highly competitive and with the deregulation of financial service
businesses, it should become more competitive. In addition, insurance companies
may expand into non-traditional lines of business which may involve different
types of risks.
The above financial information relating to the Insurance Companies has
been obtained from publicly available information. No representation is made as
to the accuracy or adequacy of the information or as to the absence of material
adverse changes since the information was made available to the public.
LITIGATION AND LEGISLATION
To the best knowledge of the Sponsors, there is no litigation pending as of
the Initial Date of Deposit in respect of any Debt Obligations which might
reasonably be expected to have a material adverse effect upon the Fund. At any
time after the Initial Date of Deposit, litigation may be initiated on a variety
of grounds with respect to Debt Obligations in the Fund. Litigation, for
example, challenging the issuance of pollution control revenue bonds under
environmental protection statutes may affect the validity of Debt Obligations or
the tax-free nature of their interest. While the outcome of litigation of this
nature can never be entirely predicted, opinions of bond counsel are delivered
on the date of issuance of each Debt Obligation to the effect that the Debt
Obligation has been validly issued and that the interest thereon is exempt from
Federal income tax. In addition, other factors may arise from time to time which
potentially may impair the ability of issuers to make payments due on Debt
Obligations.
Under the Federal Bankruptcy Act, a political subdivision or public agency
or instrumentality of any state, including municipalities, may proceed to
restructure or otherwise alter the terms of its obligations, including those of
the type comprising the Fund's Portfolio. The Sponsors are unable to predict
what effect, if any, this legislation might have on the Fund.
From time to time Congress considers proposals to tax the interest on state
and local obligations, such as the Debt Obligations. The Supreme Court clarified
in South Carolina v. Baker (decided April 20, 1988) that the U.S. Constitution
does not prohibit Congress from passing a nondiscriminatory tax on interest on
state and local obligations. This type of legislation, if enacted into law,
could adversely affect an investment in Units. Holders are urged to consult
their own tax advisers.
PAYMENT OF THE DEBT OBLIGATIONS AND LIFE OF THE FUND
Because certain of the Debt Obligations from time to time may be redeemed
or prepaid or will mature in accordance with their terms or may be sold under
certain circumstances described herein and because any
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Temporary Investments will mature in accordance with their terms, no assurance
can be given that the Fund will retain for any length of time its present size
and composition (see Redemption). Many of the Debt Obligations may be subject to
redemption prior to their stated maturity dates pursuant to optional refunding
or sinking fund redemption provisions or otherwise. In general, optional
refunding redemption provisions are more likely to be exercised when the
offering side evaluation is at a premium over par than when it is at a discount
from par. Generally, the offering side evaluation of Debt Obligations will be at
a premium over par when market interest rates fall below the coupon rate on the
Debt Obligations. The percentage of the face amount of Debt Obligations in the
Portfolio which were acquired on the Initial Date of Deposit at an offering side
evaluation in excess of par is set forth under the Investment Summary. Certain
Debt Obligations in the Portfolio may be subject to sinking fund provisions
early in the life of the Fund. These provisions are designed to redeem a
significant portion of an issue gradually over the life of the issue;
obligations to be redeemed are generally chosen by lot. The Portfolio contains a
listing of the sinking fund and optional redemption provisions with respect to
the Debt Obligations. Additionally, the size and composition of the Fund will be
affected by the level of redemptions of Units that may occur from time to time
and the consequent sale of Debt Obligations (see Redemption). Principally, this
will depend upon the number of Holders seeking to sell or redeem their Units and
whether or not the Sponsors continue to reoffer Units acquired by them in the
secondary market. Factors that the Sponsors will consider in the future in
determining to cease offering Units acquired in the secondary market include,
among other things, the diversity of the portfolio remaining at that time, the
size of the Fund relative to its original size, the ratio of Fund expenses to
income, the Fund's current and long-term returns and the degree to which Units
may be selling at a premium over par relative to other funds sponsored by the
Sponsors, and the cost of maintaining a current prospectus for the Fund. These
factors may also lead the Sponsors to seek to terminate the Fund earlier than
would otherwise be the case (see Administration of the Fund--Amendment and
Termination).
LIQUIDITY
Certain of the Debt Obligations purchased by the Sponsors from various
banks and thrifts may have been acquired in large denominations and may not have
been issued under bond resolutions or trust indentures providing for issuance of
bonds in small denominations. These Debt Obligations were generally directly
placed with the banks or thrifts and held in their portfolios prior to sale to
the Sponsors; there is no established secondary market for these Debt
Obligations. The Sponsors believe that there should be a readily available
market among institutional investors for the Debt Obligations which were
purchased from these portfolios in the event it is necessary to sell Debt
Obligations to meet redemptions of Units (should redemptions be made despite the
market making activity of the Sponsors) in light of the following
considerations: (i) the credit characteristics of the companies obligated to
make payments on the Debt Obligations; (ii) the fact that these Debt Obligations
may be backed by irrevocable letters of credit or guarantees of banks or
thrifts; and (iii) the fact that banks or thrifts selling these Debt Obligations
to the Sponsors for deposit in the Fund or the placement agent acting in
connection with their sale generally state their intentions, although they are
not legally obligated to do so, to remarket or to repurchase, at the then
current bid side evaluation, any of these Debt Obligations proposed to be sold
by the Trustee. The interest on these Debt Obligations received by the Fund is
net of the fee for the related letter of credit or guarantee charged by the bank
or thrift issuing the letter of credit or guarantee. Any Debt Obligations which
were purchased from these portfolios are exempt from the registration provisions
of the Federal securities laws and can be, therefore, sold free of the
registration requirements of the securities laws. Because there is no
established secondary market for these Debt Obligations, however, there is no
assurance that the price realized on sale of these Debt Obligations will not be
adversely affected. Consequently it is more likely that the sale of the Debt
Obligations may cause a decline in the value of the Units than a sale of debt
obligations for which an established secondary market exists.
Certain of the Debt Obligations may have been guaranteed or similarly
secured by insurance companies or other corporations or entities. The guarantee
or similar commitment may constitute a security (a 'Restricted Security') that
cannot, in the opinion of counsel, be sold publicly by the Trustee without
registration under the Securities Act of 1933, as amended, or similar provisions
of law subsequently enacted. The Sponsors nevertheless believe that, should a
sale of these Debt Obligations be necessary in order to meet redemption, the
Trustee should be able to consummate a sale with institutional investors. Up to
40% of the Portfolio may consist of Debt Obligations purchased from various
banks and thrifts and other Debt Obligations with guarantees which may
constitute Restricted Securities.
The Fund may contain certain Debt Obligations purchased directly from
issuers. These Debt Obligations are generally issued under bond resolutions or
trust indentures providing for the issuance of bonds in publicly saleable
denominations (usually $5,000), may be sold free of the registration
requirements of the Securities Act of 1933 and are otherwise structured in
contemplation of ready marketability. In addition, the Sponsors generally
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obtain letters of intention to repurchase or to use best efforts to remarket
these Debt Obligations from the issuers, the placement agents acting in
connection with their sale or the entities providing the additional credit
support, if any. These letters do not express legal obligations; however, in the
opinion of the Sponsors, these Debt Obligations should be readily marketable.
TAX EXEMPTION
In the opinion of bond counsel rendered on the date of issuance of each
Debt Obligation, the interest on each Debt Obligation is excludable from gross
income under existing law for regular Federal income tax purposes (except in
certain circumstances depending on the Holder) but may be subject to state and
local taxes and may be a preference item for purposes of the Alternative Minimum
Tax (see Portfolio; Investment Summary--Taxation; Taxes). As discussed under
Taxes below, interest on some or all of the Debt Obligations may become subject
to regular Federal income tax, perhaps retroactively to their date of issuance,
as a result of changes in Federal law or as a result of the failure of issuers
(or other users of the proceeds of the Debt Obligations) to comply with certain
ongoing requirements.
Moreover, the Internal Revenue Service announced on June 14, 1993 that it
will be expanding its examination program with respect to tax-exempt bonds. The
expanded examination program will consist of, among other measures, increased
enforcement against abusive transactions, broader audit coverage (including the
expected issuance of audit guidelines) and expanded compliance achieved by means
of expected revisions to the tax-exempt bond information return forms. At this
time, it is uncertain whether the tax exempt status of any of the Debt
Obligations would be affected by such proceedings, or whether such effect, if
any, would be retroactive.
In certain cases, a Debt Obligation may provide that if the interest on the
Debt Obligation should ultimately be determined to be taxable, the Debt
Obligation would become due and payable by its issuer, and, in addition, may
provide that any related letter of credit or other security could be called upon
if the issuer failed to satisfy all or part of its obligation. In other cases,
however, a Debt Obligation may not provide for the acceleration or redemption of
the Debt Obligation or a call upon the related letter of credit or other
security upon a determination of taxability. In those cases in which a Debt
Obligation does not provide for acceleration or redemption or in which both the
issuer and the bank or other entity issuing the letter of credit or other
security are unable to meet their obligations to pay the amounts due on the Debt
Obligation as a result of a determination of taxability, the Trustee would be
obligated to sell the Debt Obligation and, since it would be sold as a taxable
security, it is expected that it would have to be sold at a substantial discount
from current market price. In addition, as mentioned above, under certain
circumstances Holders could be required to pay income tax on interest received
prior to the date on which the interest is determined to be taxable.
DESCRIPTION OF THE FUND
THE PORTFOLIO
The Portfolio contains different issues of short-intermediate-term Debt
Obligations with fixed final maturity or disposition dates. See the Investment
Summary for a summary of particular matters relating to the Portfolio.
Each security and issuer must be approved by Defined Asset Funds research
analysts. Since 1970, the Sponsors have purchased more than $90 billion of
securities for Defined Asset Funds. Experienced professional buyers and research
analysts for Defined Asset Funds, with access to thousands of different issues
and extensive information, who are in close contact with the markets for
suitable securities, select securities for deposit in the Fund considering the
following factors, among others: (a) whether the Debt Obligations (i) have been
rated in the category A or better by Standard & Poor's, Moody's or Duff &
Phelps, or (ii) if not rated, are backed by guarantees, insurance, letters of
credit or other similar third-party obligations provided by banks, insurance
companies, government agencies or other corporate obligors whose outstanding
debt obligations generally have been rated in the category A or better by any of
those rating agencies or have been issued by issuers whose outstanding debt
obligations generally are rated A or better by any of those rating agencies, or
which have, in the opinion of Defined Asset Funds research analysts, comparable
credit characteristics; (b) the yield and price of the Debt Obligations relative
to other comparable debt securities and whether the interest thereon would be a
preference item for purposes of the Alternative Minimum Tax, (c) the
diversification of the Portfolio as to purpose and location of issuer, taking
into account the availability in the market of issues which meet the Fund's
criteria and (d) the maturities of the Debt Obligations. (See Description of
Ratings.) Subsequent to the Initial Date of Deposit, a Debt Obligation or the
other obligations of the issuer or guarantor or bank or other entity issuing a
letter of credit related thereto may cease to be rated or its rating may be
reduced. Neither event requires an elimination of that Debt Obligation from the
Portfolio, but may be considered in the Sponsors' determination to
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direct the disposal of the Debt Obligation (see Administration of the
Fund--Portfolio Supervision). There is no leverage or borrowing to increase
risk, nor is the Portfolio modified with other kinds of securities to enhance
yields.
The yields on debt obligations of the type deposited in the Fund are
dependent on a variety of factors, including general money market conditions,
general conditions of the municipal bond market, size of a particular offering,
the maturity of the obligation, the credit standing of the issuers or corporate
obligors or of any guarantors or other entities providing third-party credit
support and, where applicable, the type and amount of collateral pledged to
support such third-party obligation and rating of the issue. The ratings
represent the opinions of the rating organizations as to the quality of the debt
obligations which they undertake to rate. It should be emphasized, however, that
ratings are general and are not absolute standards of quality. Consequently,
debt obligations with the same maturity, coupon and rating may have different
yields, while debt obligations of the same maturity and coupon with different
ratings may have the same yield.
The Fund consists of the Securities (or contracts to purchase the
Securities) listed under Portfolio (including any replacement debt obligations
and Additional Securities deposited in the Fund in connection with the sale of
additional Units to the public as described below) as long as they may continue
to be held from time to time in the Fund together with accrued and undistributed
interest thereon and undistributed and uninvested cash realized from the
disposition or redemption of Securities (see Administration of the
Fund--Portfolio Supervision).
The Indenture authorizes the Sponsors to increase the size and the number
of Units of the Fund by the deposit of Additional Securities and the issue of a
corresponding number of additional Units subsequent to the Initial Date of
Deposit provided that the original relationship among the face amounts of
Securities of specified interest rates and maturities is maintained. Also
Securities may be sold under certain circumstances (see Redemption;
Administration of the Fund--Portfolio Supervision). As a result, the aggregate
face amount of the Securities in the Portfolio will vary over time.
On the Initial Date of Deposit each Unit was represented by the fractional
undivided interest in the Fund set forth under the Investment Summary.
Thereafter, if any Units are redeemed by the Trustee the face amount of
Securities in the Fund will be reduced by amounts allocable to redeemed Units,
and the fractional undivided interest represented by each Unit in the balance
will be increased. However, if additional Units are issued by the Fund, the
aggregate value of Securities will be increased by amounts allocable to
additional Units, and the fractional undivided interest represented by each Unit
in the balance will be decreased. Units will remain outstanding until redeemed
upon tender to the Trustee by any Holder (which may include the Sponsors) or
until the termination of the Indenture (see Redemption; Administration of the
Fund--Amendment and Termination).
Neither the Sponsors nor the Trustee shall be liable in any way for any
default, failure or defect in any Security. In the event of a failure to deliver
any Debt Obligation that has been purchased for the Fund under a contract
deposited hereunder ('Failed Debt Obligation'), including any Debt Obligation
purchased on a when, as and if issued basis, the Sponsors are authorized under
the Indenture to direct the Trustee to acquire replacement obligations
substantially similar to those originally contracted for and not delivered to
make up the original Portfolio of the Fund (See Administration of the
Fund--Portfolio Supervision). If replacement obligations are not acquired, the
Sponsors will, on or before the next following Distribution Day, cause to be
refunded the attributable sales charge, plus the attributable Cost of Debt
Obligations to Fund listed under Portfolio, plus interest attributable to the
Failed Debt Obligations. (See Administration of the Fund--Portfolio
Supervision.)
INCOME; ESTIMATED CURRENT RETURN; ESTIMATED LONG TERM RETURN
Generally. Each Unit receives an equal share of monthly distributions of
interest income and of any principal distributions as bonds mature or are
called, redeemed or sold. The estimated net annual interest rate per Unit on the
business day prior to the date of this Prospectus is set forth under the
Investment Summary. This rate shows the percentage return based on $1,000 face
amount per Unit after deducting estimated annual fees and expenses expressed as
a percentage. This rate will change as Securities mature, are exchanged,
redeemed, paid or sold, as replacement Securities are purchased, as Additional
Securities are deposited and as the expenses of the Fund change. Because the
Portfolio is not actively managed, the Fund's income distributions would not
necessarily be affected by changes in interest rates. Depending on the financial
condition of the issuers, the amount of tax-free monthly income from fixed
income obligations in the Portfolio would be substantially maintained as long as
the Portfolio remains unchanged. However, optional bond redemptions or other
Portfolio changes may occur more frequently when interest rates decline, which
would result in early return of principal.
The Sponsors deliver to the Trustee on the Initial Date of Deposit and on
each subsequent date of deposit a letter or letters of credit in the amount of
the cost (plus accrued interest) of securities to be acquired pursuant to
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contracts deposited in the Fund. The Trustee may draw down on this letter of
credit at any time and deposit the cash so drawn in a non-interest bearing
account for the Fund. The Trustee has the use of these funds, on which it pays
no interest, for the period prior to its purchase of when-issued and
delayed-delivery Securities. The use of these funds compensates the Trustee for
the reduction of the Trustee's Annual Fee and Expenses.
Interest on the Securities in the Fund, less estimated fees of the Trustee
and Sponsors and certain other expenses, is expected to accrue at the daily rate
(based on a 360-day year) shown under the Investment Summary. The actual daily
rate will vary as Securities are exchanged, redeemed, paid or sold or as the
expenses of the Fund change.
The Estimated Current Return and the Estimated Long Term Return on the
business day prior to the date of this Prospectus are set forth under the
Investment Summary and give different information about the return to investors.
Estimated Current Return on a Unit represents annual cash receipts from
coupon-bearing debt obligations in the Fund's Portfolio (after estimated annual
expenses) divided by the Public Offering Price (including the sales charge).
Unlike Estimated Current Return, Estimated Long Term Return is a measure of
the estimated return to the investor earned over the estimated life of the Fund.
The Estimated Long Term Return represents an average of the yields to maturity
(or earliest call date for obligations trading at prices above the particular
call price) of the Debt Obligations in the Portfolio, calculated in accordance
with accepted bond practice and adjusted to reflect expenses and sales charges.
Under accepted bond practice, tax-exempt bonds are customarily offered to
investors on a 'yield price' basis, which involves computation of yield to
maturity (or earlier call date), and which takes into account not only the
interest payable on the bonds but also the amortization or accretion to a
specified date of any premium over or discount from the par (maturity) value in
the bond's purchase price. In calculating Estimated Long Term Return, the
average yield for the Portfolio is derived by weighting each Debt Obligation's
yield by the market value of the Debt Obligation and by the amount of time
remaining to the date to which the Debt Obligation is priced. Once the average
Portfolio yield is computed, this figure is then adjusted for estimated expenses
and the effect of the maximum sales charge paid by investors. The Estimated Long
Term Return calculation does not take into account certain delays in
distributions of income and the timing of other receipts and distributions on
Units and may, depending on maturities, over or understate the impact of sales
charges. Both of these factors may result in a lower figure.
While relatively fixed at the time of purchase, both Estimated Current
Return and Estimated Long Term Return are subject to fluctuation with changes in
Portfolio composition (including the redemption, sale or other disposition of
Debt Obligations in the Portfolio), changes in market value of the underlying
Debt Obligations and changes in fees and expenses, including sales charges, and
therefore can be materially different than the figures set forth herein. The
size of any difference between Estimated Current Return and Estimated Long Term
Return can also be expected to fluctuate at least as frequently. In addition,
both return figures may not be directly comparable to yield figures used to
measure other investments, and since the return figures are based on certain
assumptions and variables the actual return received by a Holder may be higher
or lower.
Sales charges for Defined Asset Funds range from 5.5% to less than 0.5%.
This may be less than you might pay to buy a comparable mutual fund. Defined
Funds have no 12b-1 or back-end load fees. While sales charges on certain
Defined Funds are deferred, only the previously accrued but unpaid portion of
the sales charge is deducted from sales proceeds. Defined Funds can be a
cost-effective way to purchase and hold investments. Annual operating expenses
are generally lower than for managed funds. Because Defined Funds have no
management fees, limited transaction costs and no ongoing marketing expenses,
operating expenses are generally less than 0.25% per year. When compounded
annually, small differences in expense ratios can make a big difference in
earnings.
Accrued Interest. In addition to the Public Offering Price, the price of a
Unit includes accrued interest on the Securities from the Initial Date of
Deposit. The accrued interest which is added to the Public Offering Price
represents the amount of accrued interest on the Securities from the Initial
Date of Deposit to, but not including, the settlement date for Units. However,
Securities deposited in the Fund also include an item of accrued but unpaid
interest up to the Initial Date of Deposit. To avoid having Holders pay this
additional accrued interest (which earns no return) when they purchase Units,
the Trustee is responsible for the payment of accrued interest on the Debt
Obligations to the Initial Date of Deposit and then recovers this amount from
the earliest interest payments received by the Fund. Thus, the Sponsors can sell
the Units at a price that includes interest from the Initial Date of Deposit to
the initial settlement date for the Units. Additionally, interest on the Debt
Obligations in the Fund is paid on a semi-annual (or less frequently, annual)
basis. Therefore, it may take several months after the Initial Date of Deposit
for the Trustee to receive sufficient interest payments on the Securities to
begin
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distributions to Holders (see Investment Summary for estimates of the amounts of
the first and following Monthly Income Distributions). Further, because interest
on the Securities is not received by the Fund at a constant rate throughout the
year, any Monthly Income Distribution may be more or less than the interest
actually received by the Fund. In order to eliminate fluctuations, the Trustee
is required to advance the amounts necessary to provide approximately equal
Monthly Income Distributions. The Trustee will be reimbursed, without interest,
for these advances from interest received on the Securities. Therefore, to
account for those factors, accrued interest is always added to the value of the
Units. Because of the varying interest payment dates of the Securities, accrued
interest at any time will be greater than the amount of interest actually
received by the Fund and distributed to Holders. If a Holder sells all or a
portion of his Units, he will receive his proportionate share of the accrued
interest from the purchaser of his Units. Similarly, if a Holder redeems all or
a portion of his Units, the Redemption Price per Unit will include accrued
interest on the Securities. And if a Security is sold, redeemed or otherwise
disposed of, accrued interest will be received by the Fund and will be
distributed periodically to Holders.
Certain Debt Obligations may have been purchased on a when, as and if
issued basis or may have a delayed delivery (see Investment Summary). Holders of
Units will be 'at risk' with respect to these Debt Obligations (i.e., may derive
either gain or loss from fluctuations in the offering side evaluation of the
Debt Obligations) from the date they commit for Units. Since interest on
when-issued and delayed-delivery Debt Obligations does not begin accruing to the
benefit of Holders until their respective dates of delivery, in order to provide
tax-exempt income to the Holders for this non-accrual period, the Trustee's
Annual Fee and Expenses (set forth under Investment Summary) will be reduced in
an amount equal to the amount of interest that would have accrued on these Debt
Obligations between the date of settlement for the Units and the dates of
delivery of the Debt Obligations. The reduction of the Trustee's Annual Fee and
Expenses eliminates the necessity of reducing Monthly Income Distributions until
when-issued or delayed-delivery Debt Obligations are delivered and sufficient
interest payments are received to begin distributions to Holders. Should
when-issued Debt Obligations be issued later than the expected date of issue,
the amount of the reduction will be equal to the amount of interest which would
have accrued on the Debt Obligations between the expected date of issue and the
actual date of issue. If the amount of the Trustee's Annual Fee and Expenses is
inadequate to cover the additional accrued interest, the Sponsors will treat the
contracts as failed contracts.
TAXES
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Fund is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Fund will be treated as the
income of the Holders in the manner set forth below.
Each Holder will be considered the owner of a pro rata portion of each
Debt Obligation in the Fund under the grantor trust rules of Sections
671-679 of the Internal Revenue Code of 1986, as amended (the 'Code'). In
order to determine the face amount of a Holder's pro rata portion of each
Debt Obligation on the Initial Date of Deposit, see Face Amount under
Portfolio. The total cost to a Holder of his Units, including sales
charges, is allocated to his pro rata portion of each Debt Obligation, in
proportion to the fair market values thereof on the date the Holder
purchases his Units, in order to determine his tax basis for his pro rata
portion of each Debt Obligation. In order for a Holder who purchases his
Units on the Initial Date of Deposit to determine the fair market value of
his pro rata portion of each Debt Obligation on such date, see Cost of Debt
Obligations to Fund under Portfolio.
Each Holder will be considered to have received the interest on his pro
rata portion of each Debt Obligation when interest on the Debt Obligation
is received by the Fund. In the opinion of bond counsel (delivered on the
date of issuance of the Debt Obligation), such interest will be excludable
from gross income for regular Federal income tax purposes (except in
certain limited circumstances referred to below). Amounts received by the
Fund pursuant to a bank letter of credit, guarantee or insurance policy
with respect to payments of principal, premium or interest on a Debt
Obligation will be treated for Federal income tax purposes in the same
manner as if such amounts were paid by the issuer of the Debt Obligation.
The Fund may contain Debt Obligations which were originally issued at a
discount ('original issue discount'). The following principles will apply
to each Holder's pro rata portion of any Debt Obligation originally issued
at a discount. In general, original issue discount is defined as the
difference between the price at which a debt obligation was issued and its
stated redemption price at maturity. Original issue discount on a
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tax-exempt obligation issued after September 3, 1982 is deemed to accrue as
tax-exempt interest over the life of the obligation under a formula based
on the compounding of interest. Original issue discount on a tax-exempt
obligation issued before July 2, 1982 is deemed to accrue as tax-exempt
interest ratably over the life of the obligation. Original issue discount
on any tax-exempt obligation issued during the period beginning July 2,
1982 and ending September 3, 1982 is also deemed to accrue as tax-exempt
interest over the life of the obligation, although it is not clear whether
such accrual is ratable or is determined under a formula based on the
compounding of interest. If a Holder's tax basis for his pro rata portion
of a Debt Obligation issued with original issue discount is greater than
its 'adjusted issue price' but less than its stated redemption price at
maturity (as may be adjusted for certain payments), the Holder will be
considered to have purchased his pro rata portion of the Debt Obligation at
an 'acquisition premium'. A Holder's adjusted tax basis for his pro rata
portion of the Debt Obligation issued with original issue discount will
include original issue discount accrued during the period such Holder held
his Units. Such increases to the Holder's tax basis in his pro rata portion
of the Debt Obligation resulting from the accrual of original issue
discount, however, will be reduced by the amount of any such acquisition
premium.
If a Holder's tax basis for his pro rata portion of a Debt Obligation
exceeds the redemption price at maturity thereof (subject to certain
adjustments), the Holder will be considered to have purchased his pro rata
portion of the Debt Obligation with 'amortizable bond premium'. The Holder
is required to amortize such premium over the term of the Debt Obligation.
Such amortization is only a reduction of basis for his pro rata portion of
the Debt Obligation and does not result in any deduction against the
Holder's income. Therefore, under some circumstances, a Holder may
recognize taxable gain when his pro rata portion of a Debt Obligation is
disposed of for an amount equal to or less than his original tax basis
therefor.
A Holder will recognize taxable gain or loss when all or part of his pro
rata portion of a Debt Obligation is disposed of by the Fund for an amount
greater or less than his adjusted tax basis. Any such taxable gain or loss
will be capital gain or loss, except that any gain from the disposition of
a Holder's pro rata portion of a Debt Obligation acquired by the Holder at
a 'market discount' (i.e., where the Holder's original cost for his pro
rata portion of the Debt Obligation (plus any original issue discount which
will accrue thereon until its maturity) is less than its stated redemption
price at maturity) would be treated as ordinary income to the extent the
gain does not exceed the accrued market discount. Capital gains are
generally taxed at the same rate as ordinary income. However, the excess of
net long-term capital gains over net short-term capital losses may be taxed
at a lower rate than ordinary income for certain noncorporate taxpayers. A
capital gain or loss is long-term if the asset is held for more than one
year and short-term if held for one year or less. The deduction of capital
losses is subject to limitations. A Holder will also be considered to have
disposed of all or part of his pro rata portion of each Debt Obligation
when he sells or redeems all or some of his Units.
Under Section 265 of the Code, a Holder (except a corporate Holder) is
not entitled to a deduction for his pro rata share of fees and expenses of
the Fund because the fees and expenses are incurred in connection with the
production of tax-exempt income. Further, if borrowed funds are used by a
Holder to purchase or carry Units of the Fund, interest on this
indebtedness will not be deductible for Federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the purchase of
Units may be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of Units.
Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and income received by the Fund
will be treated as the income of the Holders in the same manner as for
Federal income tax purposes, but will not necessarily be tax-exempt.
Holders will be taxed in the manner described above regardless of
whether distributions from the Fund are actually received by the Holders or
are automatically reinvested in the Municipal Fund Accumulation Program,
Inc.
From time to time proposals are introduced in Congress and state
legislatures which, if enacted into law, could have an adverse impact on
the tax-exempt status of Debt Obligations. It is impossible to predict
whether any legislation in respect of the tax status of interest on the
Debt Obligations may be proposed and eventually enacted at the Federal or
state level.
The foregoing discussion relates only to Federal and certain aspects of
New York State and City income taxes. Depending on their state of
residence, Holders may otherwise be subject to state and local taxation and
should consult their own tax advisers in this regard.
* * *
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<PAGE>
The Fund may include Debt Obligations issued after August 7, 1986. Interest
(including any original issue discount) on certain of these Debt Obligations
(see Investment Summary--Taxation; Portfolio) is a preference item for purposes
of the alternative minimum tax ('AMT') for individuals and corporations. In
addition, a corporate Holder should be aware that the accrual or receipt of
tax-exempt interest not subject to the AMT may give rise to an alternative
minimum tax liability (or increase an existing liability) because the interest
income will be included in the corporation's 'adjusted current earnings' for
purposes of the adjustment to alternative minimum taxable income required by
Section 56(g) of the Code and will be taken into account for purposes of the
environmental tax on corporations under Section 59A of the Code, which is based
on alternative minimum taxable income. Interest on the Debt Obligations also
must be taken into consideration in computing the portion, if any, of social
security benefits that will be included in an individual's gross income and
subject to Federal income tax. Holders are urged to consult their own tax
advisers concerning an investment in Units.
At the time of issuance of each Debt Obligation, an opinion relating to the
validity of the Debt Obligation and to the exemption of interest thereon from
regular Federal income taxes was or will be rendered by bond counsel. Neither
the Sponsors nor Davis Polk & Wardwell have made or will make any review of the
proceedings relating to the issuance of the Debt Obligations or the basis for
these opinions. The tax exemption is dependent upon the issuer's (and other
users') compliance with certain ongoing requirements, and the opinion of bond
counsel assumes that these requirements will be complied with. However, there
can be no assurance that the issuer (and other users) will comply with these
requirements, in which event the interest on the Debt Obligation could be
determined to be taxable retroactively from the date of issuance.
In the case of certain of the Debt Obligations, the opinions of bond
counsel indicate that interest on such Debt Obligations received by a
'substantial user' of the facilities being financed with the proceeds of such
Debt Obligations, or persons related thereto, for periods while such Debt
Obligations are held by such a user or related person, will not be exempt from
regular Federal income taxes, although interest on such Debt Obligations
received by others would be exempt from regular Federal income taxes.
'Substantial user' is defined under U.S. Treasury Regulations to include only a
person whose gross revenue derived with respect to the facilities financed by
the issuance of bonds is more than 5% of the total revenue derived by all users
of these facilities, or who occupies more than 5% of the usable area of these
facilities or for whom these facilities or a part thereof were specifically
constructed, reconstructed or acquired. 'Related persons' are defined to include
certain related natural persons, affiliated corporations, partners and
partnerships.
After the end of each calendar year, the Trustee will furnish to each
Holder an annual statement containing information relating to the interest
received by the Fund on the Debt Obligations, the gross proceeds received by the
Fund from the disposition of any Debt Obligation (resulting from redemption or
payment at maturity of any Debt Obligation or the sale by the Fund of any Debt
Obligation), and the fees and expenses paid by the Fund. The Trustee will also
furnish annual information returns to each Holder and to the Internal Revenue
Service. Holders are required to report to the Internal Revenue Service the
amount of tax-exempt interest received during the year.
PUBLIC SALE OF UNITS
PUBLIC OFFERING PRICE
INITIAL OFFERING PERIOD
The Public Offering Price of the Units during the initial offering period
and any offering of additional Units is computed by dividing the offering side
evaluation of the Securities (as determined by the Evaluator) by the number of
Units outstanding and adding thereto the sales charge at the applicable
percentage stated below of the offering side evaluation per Unit (the net amount
invested). The Public Offering Price will vary from day to day in accordance
with fluctuations in the evaluations of the underlying Securities.
The following table sets forth the applicable percentage of sales charge,
the concession to dealers and the concession to introducing dealers (i.e.,
dealers that buy and clear directly through a Sponsor or an Underwriter who is
an affiliate of a Sponsor). These amounts are reduced on a graduated scale for
sales to any purchaser of at least 250 Units and will be applied on whichever
basis is more favorable to the purchaser. To qualify for the reduced sales
charge and concession applicable to quantity purchases, the dealer must confirm
that the sale is to a
23
<PAGE>
single purchaser as defined above or is purchased for its own account and not
for distribution. Sales charges and dealer concessions are as follows:
<TABLE><CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
----------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS PRIMARY MARKET
OFFER SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC CONCESSION TO
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE INTRODUCING DEALERS
- ------------------------------------------------- ------------------- ------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Less than 250.................................... 2.75% 2.828% 1.788% $ 19.80
250 - 499........................................ 2.25 2.302 1.463 16.20
500 - 749........................................ 1.75 1.781 1.138 12.60
750 - 999........................................ 1.25 1.266 0.813 9.00
1,000 or more.................................... 1.00 1.010 0.650 7.20
</TABLE>
The above graduated sales charges will apply on all purchases of the Fund
on any one day during the initial offering period by the same purchaser of Units
only in the amounts stated. These purchases will not be aggregated with
concurrent purchases of any other unit trusts sponsored by the Sponsors. Units
held in the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed to be registered in the name of the
purchaser. The graduated sales charges are also applicable to a trustee or other
fiduciary purchasing securities for a single trust estate or single fiduciary
account.
On any subsequent purchase of Units of the Fund during its initial offering
period, the sale charge on that purchase will be determined based on the
aggregate number of Units purchased on that and any previous purchase date. To
be eligible for this right of accumulation, the purchaser or his securities
dealer must notify the Sponsors at the time of purchase that such purchase
qualifies for this right of accumulation and supply sufficient information to
permit confirmation of qualification. Acceptance of the purchase order is
subject to such confirmation. This right of accumulation may be amended or
terminated at any time without notice.
SECONDARY MARKET
The Public Offering Price in the secondary market reflects sales charges which
may be at different rates depending on the maturities of the various bonds in
the Portfolio. The Public Offering Price per Unit will be computed by adding to
the Evaluator's determination of the bid side evaluation of each Security, a
sales charge at a rate based on the time to maturity of that Security as
described below, and dividing the sum of these calculations for all Securities
in the Portfolio by the number of Units outstanding. For this purpose, a
Security will be considered to mature on its stated maturity date unless: (a)
the Security has been called for redemption or funds or securities have been
placed in escrow to redeem it on an earlier call date, in which case the call
date will be used; or (b) the Security is subject to a mandatory tender, in
which case the mandatory tender date will be used.
SALES CHARGE
(AS PERCENT (AS PERCENT
TIME TO OF BID SIDE OF PUBLIC
MATURITY EVALUATION) OFFERING PRICE
- -------------------------- ----------- -----------------
Less than six months 0% 0%
six months to 1 year 0.756% 0.75%
over 1 year to 2 years 1.523% 1.50%
over 2 years to 4 years 2.564% 2.50%
over 4 years to 8 years 3.627% 3.50%
over 8 years to 15 years 4.712% 4.50%
over 15 years 5.820% 5.50%
The total sales charge per Unit, as a percent of the Public Offering Price,
is referred to below as the 'Effective Sales Charge'. For example, a Fund
consisting entirely of Securities maturing in more than 8 but no more than 15
years would have an Effective Sales Charge of 4.50% of the Public Offering Price
(4.712% of the net amount invested) while a Fund consisting entirely of
Securities maturing in more than 15 years would have an Effective Sales Charge
of 5.50% of the Public Offering Price (5.820% of the net amount invested) and so
forth. A Fund consisting of Securities in each of these maturity ranges would
have an Effective Sales Charge between these rates.
The sales charge per Unit will be reduced on a graduated scale for sales to
any single purchaser, as described above, on a single day of specified numbers
of Units set forth below. The number of units of other series sponsored by the
Sponsors (or an equivalent number in case of units originally offered at about
$1, $10 or $100 each), purchased in the secondary market on the same day will be
added in determining eligibility for this
24
<PAGE>
reduction, provided that only units of series with Effective Sales Charges
within a range of 0.5% of their public offering prices will be eligible. For
example, if an investor purchases units of three series of Municipal Investment
Trust Fund in the secondary market on the same day--200 units with an Effective
Sales Charge of 3.4%, 200 units with an Effective Sales Charge of 3.6% and 100
units with an Effective Sales Charge of 3.9%, he would be entitled to a 40%
reduction on each sales charge (an actual sales charge of 60% of each Effective
Sales Charge based on purchase of 500 units). If the lowest sales charge was
3.3%, the purchaser would only be entitled to a 20% reduction on two of those
purchases (actual sales charge of 80% of Effective Sales Charge based on
purchase of more than 249 units). The reduction will be applied on whichever
basis is more favorable for the purchaser.
ACTUAL SALES CHARGE AS % DEALER CONCESSION AS % OF
OF EFFECTIVE SALES CHARGE EFFECTIVE SALES CHARGE
NUMBER OF UNITS DETERMINED ABOVE DETERMINED ABOVE
- ----------------- ------------------------- -------------------------
1-249 100% 65%
250-499 80% 52%
500-749 60% 39%
750-999 45% 29.25%
1,000 or more 35% 22.75%
To qualify for the reduced sales charge and concession applicable to quantity
purchases, the selling dealer must confirm that the sale is to a single
purchaser, as described above, or is purchased for its own account and not for
distribution.
PRICE PAID BY PURCHASERS
In both the initial offering period and in the secondary market, a
proportionate share of any cash held by the Fund in the Capital Account not
allocated to the purchase of specific Securities and net accrued and
undistributed interest on the Securities to the date of delivery of the Units to
the purchaser is added to the Public Offering Price.
Employees of certain of the Sponsors and their affiliates and non-employee
directors of Merrill Lynch & Co., may purchase Units of this Fund at prices
based on a reduced sales charge of not less than $5.00 per Unit.
Evaluations of the Securities are determined by the Evaluator, taking into
account the same factors referred to under Redemption--Computation of Redemption
Price per Unit. The determinations are made each business day as of the
Evaluation Time set forth under the Investment Summary, effective for all sales
made since the last of these evaluations (Section 4.01). With respect to the
evaluation of Debt Obligations during their initial syndicate offering period,
the 'current offering price', as determined by the Evaluator, will normally be
equal to the syndicate offering price as of the Evaluation Time, unless the
Evaluator determines that a material event has occurred which it believes may
result in the syndicate offering price not accurately reflecting the market
value of the Debt Obligations, in which case the Evaluator, in making its
determination, will consider not only the syndicate offering price but also the
factors described in (b) and (c) in the description of how the bid side
evaluation of the Securities is determined for purposes of redemption of Units
(see Redemption). The term 'business day', as used herein and under
'Redemption', shall exclude Saturdays, Sundays and the following holidays as
observed by the New York Stock Exchange: New Year's Day, Washington's Birthday,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
COMPARISON OF PUBLIC OFFERING PRICE, SPONSORS' INITIAL REPURCHASE PRICE,
SECONDARY MARKET REPURCHASE PRICE AND REDEMPTION PRICE
On the business day prior to the Initial Date of Deposit the Public
Offering Price per Unit (which includes the sales charge) and the Sponsors'
Initial Repurchase Price per Unit (each based on the offering side evaluation of
the Securities in the Fund--see above) exceeded the Redemption Price per Unit
(based on the bid side evaluation thereof--see Redemption) by the amounts set
forth under the Investment Summary.
The initial Public Offering Price per Unit of the Trust and the initial
Repurchase Price are based on the offering side evaluations of the Securities.
The secondary market Public Offering Price and the Sponsors' Repurchase Price in
the secondary market are based on the bid side evaluations of the Securities. In
the past, the bid prices of publicly offered tax-exempt issues have been lower
than the offering prices by as much as 3 1/2% or more of face amount in the case
of inactively traded issues and as little as 1/2 of 1% in the case of actively
traded issues, but the difference between the offering and bid prices has
averaged between 1 and 2% of face amount; the amount of this difference as of
the Evaluation Time on the business day prior to the Initial Date of Deposit, as
determined by the Evaluator, is set forth under Portfolio. For this and other
reasons (including fluctuations in the
25
<PAGE>
market prices of these Securities and the fact that the Public Offering Price
includes the sales charge), the amount realized by a Holder upon any sale or
redemption of Units may be less than the price paid by him for the Units.
PUBLIC DISTRIBUTION
During the initial offering period Units will be distributed to the public
at the Public Offering Price through the Underwriting Account set forth under
Investment Summary and dealers. The initial offering period is 30 days or less
if all Units are sold. So long as all Units initially offered have not been
sold, the Sponsors may extend the initial offering period for up to four
additional successive 30-day periods. Upon the completion of the initial
offering, Units which remain unsold or which may be acquired in the secondary
market (see Market for Units) may be offered directly to the public by this
Prospectus at the secondary market Public Offering Price determined in the
manner provided above.
The Sponsors intend to qualify Units for sale in all states in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.
The Sponsors do not intend to qualify Units for sale in any foreign countries
and this Prospectus does not constitute an offer to sell Units in any country
where Units cannot lawfully be sold. Sales to dealers and to introducing
dealers, if any, will initially be made at prices which represent a concession
of the amount per Unit specified in the table above, but Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as agent for the Sponsors ('Agent for the
Sponsors') reserves the right to change the amount of the concession to dealers
and the concession to introducing dealers from time to time. Any dealer or
introducing dealer may reallow a concession not in excess of the concession to
dealers.
UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters named under Underwriting Account,
including the Sponsors, will receive sales charges at the rates set forth in the
table above. The Sponsors also realized a profit or loss on deposit of the
Securities in the Fund in the amount set forth under the Investment Summary.
This is the difference between the cost of the Securities to the Fund (which is
based on the offering side evaluation of the Securities on the Initial Date of
Deposit) and the cost of the Securities to the Sponsors. The amount of any
additional fees received in connection with the direct placement of certain
Securities deposited in the Portfolio is set forth under the Investment Summary.
On each subsequent deposit in connection with the creation of additional Units,
the Sponsors may also realize a profit or loss. In addition, any Sponsor or
Underwriter may realize profits or sustain losses in respect of Debt Obligations
deposited in the Fund which were acquired by the Sponsor or Underwriter from
underwriting syndicates of which the Sponsor or Underwriter was a member. During
the offering period the Underwriting Account also may realize profits or sustain
losses as a result of fluctuations after the Initial Date of Deposit in the
Public Offering Price of the Units (see Investment Summary). Cash, if any, made
available by buyers of Units to the Sponsors prior to the settlement date for
purchase of Units may be used in the Sponsors' businesses subject to the
limitations of Rule 15c3-3 under the Securities Exchange Act of 1934 and may be
of benefit to the Sponsors.
In maintaining a market for the Units (see Market for Units), the Sponsors
will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units (based on the bid side evaluation of
the Securities) and the prices at which they resell these Units (which include
the sales charge) or the prices at which they redeem the Units (based on the bid
side evaluation of the Securities), as the case may be.
MARKET FOR UNITS
During the initial offering period the Sponsors intend to offer to purchase
Units of this Series at prices based upon the offering side evaluation of the
Securities. Thereafter, while the Sponsors are not obligated to do so, it is
their intention to maintain a secondary market for Units of this Series and
continuously to offer to purchase Units of this Series at prices, subject to
change at any time, which will be computed on the basis of the bid side of the
market, taking into account the same factors referred to in determining the bid
side evaluation of Securities for purposes of redemption (see Redemption). This
secondary market provides Holders with a fully liquid investment. They can cash
in Units at any time without a fee. The Sponsors may discontinue purchases of
Units of this Series at prices based on the bid side evaluation of the
Securities should the supply of Units exceed demand or for other business
reasons. In this event the Sponsors may nonetheless under certain circumstances
purchase Units, as a service to Holders, at prices based on the current
redemption prices for those Units (see Redemption). The Sponsors, of course, do
not in any way guarantee the enforceability, marketability or price of any
Securities in the Portfolio or of the Units. On any given day on which the
secondary market is maintained the price offered by the Sponsors for the
purchase of Units shall be an amount not less than the Redemption Price per
26
<PAGE>
Unit, based on the aggregate bid side evaluation of the Securities on the date
on which the Units are tendered for redemption (see Redemption). Prospectuses
relating to certain other unit trusts indicate an intention, subject to change
on the part of the respective sponsors of such trusts, to purchase units of
those trusts on the basis of a price higher than the bid prices of the bonds in
the trusts. Consequently, depending upon the prices actually paid, the
repurchase price of other sponsors for units of their trusts may be computed on
a somewhat more favorable basis than the repurchase price offered by the
Sponsors for Units of this Series in secondary market transactions. As in this
Series, the purchase price per unit of such unit trusts will depend primarily on
the value of the bonds in the portfolio of the trust.
The Sponsors may redeem any Units they have purchased in the secondary
market or through the Trustee in accordance with the procedures described below
if they determine it is undesirable to continue to hold these Units in their
inventory. Factors which the Sponsors will consider in making this determination
will include the number of units of all series of all funds which they hold in
their inventory, the saleability of the units and their estimate of the time
required to sell the units and general market conditions. For a description of
certain consequences of any redemption for remaining Holders, see Redemption.
A Holder who wishes to dispose of his Units should inquire of his bank or
broker as to current market prices in order to determine if there exist
over-the-counter prices in excess of the redemption price.
REDEMPTION
While it is anticipated that Units in most cases can be sold in the
over-the-counter market for an amount equal to the Redemption Price per Unit
(see Market for Units), Units may be redeemed at the office of the Trustee set
forth on the back cover of this Prospectus, upon tender on any business day, as
defined under Public Sale of Units--Public Offering Price, of Certificates or,
in the case of uncertificated Units, delivery of a request for redemption, and
payment of any relevant tax, without any other fee (Section 5.02). Certificates
to be redeemed must be properly endorsed or accompanied by a written instrument
or instruments of transfer. Holders must sign exactly as their names appear on
the face of the Certificate with the signatures guaranteed by an eligible
guarantor institution or in some other manner acceptable to the Trustee. In
certain instances the Trustee may require additional documents including, but
not limited to, trust instruments, certificates of death, appointments as
executor or administrator or certificates of corporate authority.
On the seventh calendar day following the tender (or if the seventh
calendar day is not a business day on the first business day prior thereto), the
Holder will be entitled to receive the proceeds of the redemption in an amount
per Unit equal to the Redemption Price per Unit (see below) as determined as of
the Evaluation Time next following the tender. The price received upon
redemption may be more or less than the amount paid by the Holder depending on
the value of the Securities in the Portfolio at the time of redemption.
Principal is normally distributed as bonds mature, or are called, redeemed, or
sold. Except for sales of Securities (which would be at then current market
prices) and subject to the bond issuers paying the amounts due, return of
principal to Holders who retain their Units until termination of the Fund should
be relatively unaffected by changes in interest rates. Of course, a gain or loss
could be recognized if Units are sold before then. So long as the Sponsors are
maintaining a market at prices not less than the Redemption Price per Unit, the
Sponsors will repurchase any Units tendered for redemption no later than the
close of business on the second business day following the tender (see Market
for Units). The Trustee is authorized in its discretion, if the Sponsors do not
elect to repurchase any Units tendered for redemption or if a Sponsor tenders
Units for redemption, to sell the Units in the over-the-counter market at prices
which will return to the Holder a net amount in cash equal to or in excess of
the Redemption Price per Unit for the Units (Section 5.02).
Securities are to be sold from the Portfolio in order to make funds
available for redemption (Section 5.02) if funds are not otherwise available in
the Capital and Income Accounts to meet redemptions (see Administration of the
Fund--Accounts and Distributions). The Securities to be sold will be selected by
the Sponsors in accordance with procedures specified in the Indenture on the
basis of those market and credit factors as they may determine are in the best
interest of the Fund. Provision is made under the Indenture for the Sponsors to
specify minimum face amounts in which blocks of Securities are to be sold in
order to obtain the best price for the Fund. While these minimum amounts may
vary from time to time in accordance with market conditions, the Sponsors
believe that the minimum face amounts which would be specified would range from
$25,000 for readily marketable Securities to $250,000 for certain Restricted
Securities which can be distributed on a short notice only by private sale,
usually to institutional investors. Provision is also made under the Indenture
that sales of Securities may not be made so as to (i) result in the Fund owning
less than $250,000 of any Restricted Security or (ii) result in more than 50% of
the Fund consisting of Restricted Securities. In addition, the Sponsors will use
their best efforts to see that these sales of Securities are carried out in such
a way that no more than 40% in face
27
<PAGE>
amount of the Fund is invested in Restricted Securities, provided that sales of
unrestricted Securities may be made if the Sponsors' best efforts with regard to
the timely sales of Restricted Securities at prices they deem reasonable are
unsuccessful and if as a result of these sales more than 50% of the Fund does
not consist of Restricted Securities. Thus the redemption of Units may require
the sale of larger amounts of Restricted Securities than of unrestricted
Securities.
To the extent that Securities are sold, the size and diversity of the Fund
will be reduced. Sales will usually be required at a time when Securities would
not otherwise be sold and may result in lower prices to the Fund than might
otherwise be realized.
The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange, Inc. is closed other than for
customary weekend and holiday closings, or (2) for any period during which, as
determined by the SEC, (i) trading on that Exchange is restricted or (ii) an
emergency exists as a result of which disposal or evaluation of the Securities
is not reasonably practicable, or (3) for any other periods which the SEC may by
order permit (Section 5.02).
COMPUTATION OF REDEMPTION PRICE PER UNIT
Redemption Price per Unit is computed by the Trustee, as of the Evaluation
Time, on each June 30 and December 31 (or the last business day prior thereto),
on any business day as of the Evaluation Time next following the tender of any
Unit for redemption, and on any other business day desired by the Trustee or the
Sponsors, by adding (a) the aggregate bid side evaluation of the Securities, (b)
cash on hand in the Fund (other than cash covering contracts to purchase
Securities or credited to a reserve account), (c) accrued but unpaid interest on
the Securities up to but not including the date of redemption (less amounts
beneficially owned by the Trustee resulting from unreimbursed advances) and (d)
the aggregate value of all other assets of the Fund; deducting therefrom the sum
of (v) taxes or other governmental charges against the Fund not previously
deducted, (w) accrued but unpaid expenses of the Fund, (x) amounts payable for
reimbursement of Trustee advances, (y) cash held for redemption of Units for
distribution to Holders of record as of a date prior to the evaluation and (z)
the aggregate value of all other liabilities of the Fund; and dividing the
result by the number of Units outstanding as of the date of computation (Section
5.01).
The aggregate current bid or offering side evaluation of the Securities is
determined by the Evaluator in the following manner: if the Securities are
traded on the over-the-counter market, this evaluation is generally based on the
closing sale prices on the over-the-counter market (unless the Evaluator deems
these prices inappropriate as a basis for evaluation). If closing sale prices
are unavailable, the evaluation is generally determined (a) on the basis of
current bid or offering prices for the Securities, (b) if bid or offering prices
are not available for any Securities, on the basis of current bid or offering
prices for comparable securities, (c) by appraising the value of the Securities
on the bid or offering side of the market or (d) by any combination of the
above.
EXPENSES AND CHARGES
INITIAL EXPENSES
All expenses incurred in establishing the Fund, including the cost of the
initial preparation and printing of documents relating to the Fund, cost of the
initial evaluation, the initial fees and expenses of the Trustee, legal
expenses, advertising and selling expenses and any other out-of-pocket expenses,
will be paid from the Underwriting Account at no charge to the Fund.
FEES
An estimate of the total annual expenses of the Fund is set forth under the
Investment Summary. The Portfolio Supervision Fee is based on the face amount of
Debt Obligations in the Fund on the Initial Date of Deposit and on the first
business day of each calendar year thereafter, except that if in any calendar
year Additional Securities are deposited, the fee for the balance of the year
will be based on the face amounts on each Record Day. This fee, which is not to
exceed the maximum amount set forth under the Investment Summary, may exceed the
actual costs of providing portfolio supervisory services for this Fund, but at
no time will the total amount the Sponsors receive for portfolio supervisory
services rendered to all series of Municipal Investment Trust Fund in any
calendar year exceed the aggregate cost to them of supplying these services in
that year (Section 7.05). In addition, the Sponsors may also be reimbursed for
bookkeeping or other administrative services provided to the Fund in amounts not
exceeding their costs of providing these services (Section 7.06). The Trustee
(or Co-Trustees, in the case of Investors Bank & Trust Company and the First
National Bank of Chicago) receives for its services as Trustee and for
reimbursement of expenses incurred on behalf of the Fund, payable in monthly
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installments, the amount per Unit set forth under the Investment Summary as
Trustee's Annual Fee and Expenses. Of this amount, the Trustee receives annually
for its services as Trustee $.70 per $1,000 face amount of Debt Obligations. The
Trustee's Annual Fee and Expenses also includes the Evaluator's Fee, the
estimated Portfolio Supervision Fee, estimated reimbursable bookkeeping or other
administrative expenses paid to the Sponsors and certain mailing and printing
expenses. Expenses in excess of this amount will be borne by the Fund. Such
amount may be reduced in certain cases in connection with the deposit of
when-issued or delayed delivery Debt Obligations (see Description of the
Fund--Income; Estimated Current Return; Estimated Long Term Return) and in the
event of any delay in the tendering of Debt Obligations for redemption. The
Trustee also receives benefits to the extent that it holds funds on deposit in
the various non-interest bearing accounts created under the Indenture. The
foregoing fees may be adjusted for inflation in accordance with the terms of the
Indenture without approval of Holders (Sections 3.04, 4.03, and 8.05).
OTHER CHARGES
Other charges include: (a) fees of the Trustee for extraordinary services
(Section 8.05), (b) certain expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsors (Sections 3.04,
3.09, 7.05 (b), 8.01 and 8.05), (c) various governmental charges (Sections 3.03
and 8.01 [(h)]), (d) expenses and costs of action taken to protect the Fund
(Section 8.01 [(d)]), (e) indemnification of the Trustee for any losses,
liabilities and expenses incurred without gross negligence, bad faith or willful
misconduct on its part (Section 8.05), (f) indemnification of the Sponsors for
any losses, liabilities and expenses incurred without gross negligence, bad
faith, wilful misconduct or reckless disregard of their duties (Section
7.05[(b)]) and (g) expenditures incurred in contacting Holders upon termination
of the Fund (Section 9.02). The amounts of these charges and fees are secured by
a lien on the Fund and, if the balances in the Income and Capital Accounts (see
below) are insufficient, the Trustee has the power to sell Securities to pay
these amounts (Section 8.05).
ADMINISTRATION OF THE FUND
RECORDS
The Trustee keeps a register of the names, addresses and holdings of all
Holders. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Securities and a copy of the Indenture, which
are available to Holders for inspection at the office of the Trustee at
reasonable times during business hours (Sections 6.01, 8.02 and 8.04).
ACCOUNTS AND DISTRIBUTIONS
Interest received is credited to an Income Account and other receipts to a
Capital Account (Sections 3.01 and 3.02). The Monthly Income Distribution for
each Holder as of each Record Day will be made on the following Distribution Day
or shortly thereafter and shall consist of an amount substantially equal to the
Holder's pro rata share of the estimated net income accrued during the month
preceding the Record Day, after deducting estimated expenses. Estimates of the
amounts of the first and subsequent Monthly Income Distributions are set forth
under the Investment Summary. The amount of the Monthly Income Distributions
will change as Securities are redeemed, paid or sold. At the same time the
Trustee will distribute the Holder's pro rata share of the distributable cash
balance of the Capital Account computed as of the close of business on the
preceding Record Day (if at least equal to the Minimum Capital Distribution set
forth under Investment Summary). Principal proceeds received from the
disposition, payment or prepayment of any of the Securities subsequent to a
Record Day and prior to the succeeding Distribution Day will be held in the
Capital Account to be distributed on the second succeeding Distribution Day. The
first distribution for persons who purchase Units between a Record Day and a
Distribution Day will be made on the second Distribution Day following their
purchase of Units. A Reserve Account may be created by the Trustee by
withdrawing from the Income or Capital Accounts, from time to time, amounts
deemed necessary to reserve for any material amount that may be payable out of
the Fund (Section 3.03). Funds held by the Trustee in the various accounts
created under the Indenture do not bear interest (Section 8.01).
INVESTMENT ACCUMULATION PROGRAM
Monthly Income Distributions of interest and any principal or premium
received by the Fund will be paid in cash. However, a Holder may elect to have
these monthly distributions reinvested in the Municipal Fund Accumulation
Program, Inc. (the 'Program'). The Program is an open-end management investment
company whose primary investment objective is to obtain income that is exempt
from regular Federal income tax through investment in a diversified portfolio
consisting primarily of state, municipal and public authority debt obligations
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with credit characteristics comparable to those of securities in this Series of
Municipal Investment Trust Fund. Most or all of the securities in the portfolio
of the Program, however, will not be backed by third-party obligations.
Reinvesting compounds the earnings Federally tax-free. Holders participating in
the Program will be taxed on their reinvested distributions in the manner
described in Taxes even though distributions are automatically reinvested in the
Program. For more complete information about the Program, including charges and
expenses, return the enclosed form for a prospectus. Read it carefully before
you decide to participate. Notice of election to participate must be received by
the Trustee in writing at least ten days before the Record Day for the first
distribution to which the notice is to apply.
PORTFOLIO SUPERVISION
The Fund is a unit investment trust which follows a buy and hold investment
strategy and is not actively managed. Traditional methods of investment
management for a managed fund (such as a mutual fund) typically involve frequent
changes in a portfolio of securities on the basis of economic, financial and
market analyses. The Portfolio of the Fund, however, will not be actively
managed and therefore the adverse financial condition of an issuer will not
necessarily require the sale of its securities from the Portfolio. However,
Defined Asset Funds investment professionals are dedicated exclusively to
selecting and then monitoring securities held by the various Defined Funds. On
an ongoing basis, experienced financial analysts regularly review the Portfolios
and may direct the disposition of Securities under any of the following
circumstances: (i) a default in payment of amounts due on any Security, (ii)
institution of certain legal proceedings, (iii) existence of any other legal
questions or impediments affecting a Security or the payment of amounts due on
the Security, (iv) default under certain documents adversely affecting debt
service or default in payment of amounts due on other securities of the same
issuer or guarantor, (v) decline in projected income pledged for debt service on
revenue bond issues, (vi) decline in price of the Security or the occurrence of
other market or credit factors, including advance refunding (i.e., the issuance
of refunding bonds and the deposit of the proceeds thereof in trust or escrow to
retire the refunded Securities on their respective redemption dates), that in
the opinion of the Sponsors would make the retention of the Security detrimental
to the interests of the Holders, (vii) if a Security is not consistent with the
investment objective of the Fund or (viii) if the Trustee has a right to sell or
redeem a Security pursuant to any applicable guarantee or other credit support.
If a default in the payment of amounts due on any Security occurs and the Agent
for the Sponsors fails to give instructions to sell or hold the Security, the
Indenture provides that the Trustee, within 30 days of that failure shall sell
the Security (Section 3.08).
The Sponsors are required to instruct the Trustee to reject any offer made
by an issuer of any of the Debt Obligations to issue new Debt Obligations in
exchange or substitution for any Debt Obligations pursuant to a refunding or
refinancing plan, except that the Sponsors may instruct the Trustee to accept or
reject any offer or to take any other action with respect thereto as the
Sponsors may deem proper if (a) the issuer is in default with respect to these
Debt Obligations or (b) in the written opinion of the Sponsors the issuer will
probably default with respect to these Debt Obligations in the reasonably
foreseeable future. Any Debt Obligations so received in exchange or substitution
will be held by the Trustee subject to the terms and conditions of the Indenture
to the same extent as Debt Obligations originally deposited thereunder (Section
3.11). Within five days after the deposit of Debt Obligations in exchange or
substitution for existing Debt Obligations, the Trustee is required to give
notice thereof to each Holder, identifying the Debt Obligations removed from the
Portfolio and the Debt Obligations substituted therefor (Section 3.07).
The Sponsors are also authorized to direct the Trustee to deposit
replacement securities ('Replacement Securities') into the Portfolio to replace
any Failed Debt Obligations or, in connection with the deposit of Additional
Securities, when Securities of an issue originally deposited are unavailable at
the time of subsequent deposit as described more fully below. Replacement
Securities that are replacing Failed Debt Obligations will be deposited into the
Fund within 110 days of the date of deposit of the contracts that have failed.
They must (i) be tax-exempt bonds issued by states or their political
subdivisions or certain United States territories or possessions, (ii) have
fixed maturities or disposition dates substantially the same as those of the
Failed Debt Obligations, (iii) be purchased at a price that does not exceed the
amount of funds reserved for the purchase of Failed Debt Obligations and that
results in a yield to maturity and in a current return, in each case as of the
Date of Deposit, which are equivalent (taking into consideration then current
market conditions and the relative creditworthiness of the underlying
obligation) to the yield to maturity and current return of the Failed Debt
Obligations, (iv) be rated in the category A or better by either Standard &
Poor's, Moody's or Duff & Phelps, or be backed by guarantees, insurance, letters
of credit or similar third-party obligations provided by banks, insurance
companies or other corporate obligors whose outstanding debt obligations are
rated A or better by Standard & Poor's, Moody's or Duff & Phelps, or have, in
the opinion of Defined Asset Funds research analysts, comparable credit
characteristics, (v) not be Restricted Securities and (vi) not be when, as and
if issued obligations. The
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Indenture also requires that the purchase of the Replacement Securities will not
result in more than 40% of the aggregate face amount of the Portfolio consisting
of Restricted Securities. The Replacement Securities shall be selected by the
Sponsors from a list of Securities maintained by them and updated from time to
time. The Securities on the current list are set forth under the Investment
Summary. Whenever a Replacement Security has been acquired for the Fund, the
Trustee shall, on the next monthly distribution date that is more than 30 days
thereafter, make a pro rata distribution of the amount, if any, by which the
cost to the Fund of the Failed Debt Obligation exceeded the cost of the
Replacement Security plus accrued interest. If Replacement Securities are not
acquired, the Sponsors will, on or before the next following Distribution Day,
cause to be refunded to Holders the attributable sales charge, plus the
attributable Cost of Securities to Fund listed under Portfolio, plus interest
attributable to the Failed Debt Obligation. The portion of interest paid to a
Holder which accrued after the expected date of settlement for purchase of his
Units will be paid by the Sponsors and accordingly will not be treated as
tax-exempt income.
The Indenture also authorizes the Sponsors to increase the size and number
of Units of the Fund by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with instructions
to purchase Additional Securities in exchange for the corresponding number of
additional Units during the 90-day period subsequent to the Initial Date of
Deposit, provided that the original proportionate relationship among the face
amounts of each Security established on the Initial Date of Deposit (the
'Original Proportionate Relationship') is maintained to the extent practicable.
Deposits of Additional Securities subsequent to the 90-day period following the
Initial Date of Deposit must replicate exactly the original proportionate
relationship among the face amounts of Securities comprising the Portfolio at
the end of the initial 90-day period.
With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection with
creating additional Units of the Fund during the 90-day period following the
Initial Date of Deposit, the Sponsors may specify minimum face amounts in which
Additional Securities will be deposited or purchased. If a deposit is not
sufficient to acquire minimum amounts of each Security, Additional Securities
may be aquired in the order of the Security most under-represented immediately
before the deposit when compared to the Original Proportionate Relationship. If
Securities of an issue originally deposited are unavailable at the time of
subsequent deposit, or cannot be purchased at reasonable prices or their
purchase is prohibited or restricted by law, regulation or policies applicable
to the Fund or any of the Sponsors, the Sponsors may (1) deposit cash or letter
of credit with instructions to purchase the Security when it becomes available
(provided that it becomes available within 110 days after the Initial Date of
Deposit) or (2) deposit (or instruct the Trustee to purchase) Securities of one
or more other issues originally deposited or (3) deposit (or instruct the
trustee to purchase) a Replacement Security which will meet the conditions
described above except that it must have a rating at least equal to that of the
Security it replaces (or, in the opinion of the Sponsors, have comparable credit
characteristics, if not rated). Any funds held to acquire Additional or
Replacement Securities which have not been used to purchase Securities at the
end of the 90-day period beginning with the Initial Date of Deposit, shall be
used to purchase Securities as described above or shall be distributed to
Holders together with the attributable sales charge.
REPORTS TO HOLDERS
With each distribution, the Trustee will furnish Holders with a statement
of the amounts of interest and the amounts of other receipts, if any, which are
being distributed, expressed in each case as a dollar amount per Unit. After the
end of each calendar year during which a Monthly Income Distribution was made to
Holders (normally within 20 to 60 days), the Trustee will furnish to each person
who at any time during the calendar year was a Holder of record a statement (i)
summarizing transactions for that year in the Income and Capital Accounts, (ii)
listing the Securities held and the number of Units outstanding at the end of
that calendar year, (iii) stating the Redemption Price per Unit based upon the
computation thereof made at the end of that calendar year and (iv) specifying
the amounts distributed during that calendar year from the Income and Capital
Accounts (Section 3.07). The accounts of the Fund shall be audited at least
annually by independent certified public accountants designated by the Sponsors
and the report of the accountants shall be furnished by the Trustee to Holders
upon request (Section 8.01 [(h)]).
In order to enable them to comply with Federal and state tax reporting
requirements, Holders will be furnished upon request to the Trustee with
evaluations of Securities furnished to it by the Evaluator (Section 4.02).
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CERTIFICATES
Certain of the Sponsors may collect additional charges for registering and
shipping certificates to purchasers. These Certificates are transferable or
interchangeable upon presentation at the office of the Trustee, with a payment
of $2.00 if required by the Trustee (or other amounts specified by the Trustee
and approved by the Sponsors) for each new Certificate and any sums payable for
taxes or other governmental charges imposed upon this transaction (Section 6.01)
and compliance with the formalities necessary to redeem Certificates (see
Redemption). Mutilated, destroyed, stolen or lost Certificates will be replaced
upon delivery of satisfactory indemnity and payment of expenses incurred
(Section 6.02).
AMENDMENT AND TERMINATION
The Sponsors and Trustee may amend the Indenture, without the consent of
the Holders, (a) to cure any ambiguity or to correct or supplement any provision
thereof which may be defective or inconsistent, (b) to change any provision
thereof as may be required by the SEC or any successor governmental agency or
(c) to make any other provisions which do not materially adversely affect the
interest of the Holders (as determined in good faith by the Sponsors). The
Indenture may also be amended in any respect by the Sponsors and the Trustee, or
any of the provisions thereof may be waived, with the consent of the Holders of
51% of the Units, provided that none of these amendments or waivers will reduce
the interest in the Fund of any Holder without the consent of the Holder or
reduce the percentage of Units required to consent to any of these amendments or
waivers without the consent of all Holders (Section 10.01).
The Fund will terminate and be liquidated upon the maturity, sale,
redemption or other disposition of the last Security held thereunder, but in no
event is it to continue beyond the mandatory termination date set forth under
the Investment Summary. The Indenture may be terminated by the Sponsors if the
value of the Fund is less than the minimum value set forth under the Investment
Summary. A Fund may be terminated at any time by written instruments executed by
the Sponsors and consented to by Holders of 51% of the then outstanding Units
(Sections 8.01 [g] and 9.01). The Trustee will deliver written notice of any
termination to each Holder within a reasonable period of time prior to the
termination, specifying the times at which the Holders may surrender their
Certificates for cancellation. Within a reasonable period of time after the
termination, the Trustee must sell all of the Securities then held and
distribute to each Holder, upon surrender for cancellation of his Certificates
and after deductions for accrued but unpaid fees, taxes and governmental and
other charges, the Holder's interest in the Income and Capital Accounts (Section
9.01). This distribution will normally be made by mailing a check in the amount
of each Holder's interest in these accounts to the address of the Holder
appearing on the record books of the Trustee.
RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY
TRUSTEE
The Trustee or any successor may resign upon notice to the Sponsors. The
Trustee may be removed upon the direction of the Holders of 51% of the Units at
any time or by the Sponsors without the consent of any of the Holders if the
Trustee becomes incapable of acting or becomes bankrupt or its affairs are taken
over by public authorities or if for any reason the Sponsors determine in good
faith that the replacement of the Trustee is in the best interest of the
Holders. The resignation or removal shall become effective upon the acceptance
of appointment by the successor which may, in the case of a resigning or removed
Co-Trustee, be one or more of the remaining Co-Trustees. In case of resignation
or removal the Sponsors are to use their best efforts to appoint a successor
promptly and if upon resignation of the Trustee no successor has accepted
appointment within thirty days after notification, the Trustee may apply to a
court of competent jurisdiction for the appointment of a successor (Section
8.06). The Trustee shall be under no liability for any action taken in good
faith in reliance on prima facie properly executed documents or for the
disposition of monies or Securities, under the Indenture. This provision,
however, shall not protect the Trustee in cases of wilful misfeasance, bad
faith, negligence or reckless disregard of its obligations and duties. In the
event of the failure of the Sponsors to act, the Trustee may act under the
Indenture and shall not be liable for any of these actions taken in good faith.
The Trustee shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon. In addition, the Indenture contains other customary provisions limiting
the liability of the Trustee (Sections 8.01 and 8.05).
EVALUATOR
The Evaluator may resign or may be removed, effective upon the acceptance
of appointment by its successor, by the Sponsors, who are to use their best
efforts to appoint a successor promptly. If upon resignation of the
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Evaluator no successor has accepted appointment within thirty days after
notification, the Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor (Section 4.05). Determinations by the Evaluator
under the Indenture shall be made in good faith upon the basis of the best
information available to it; provided, however, that the Evaluator shall be
under no liability to the Trustee, the Sponsors or the Holders for errors in
judgment. This provision, however, shall not protect the Evaluator in cases of
wilful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations and duties (Section 4.04). The Trustee, the Sponsors and the Holders
may rely on any evaluation furnished by the Evaluator and shall have no
responsibility for the accuracy thereof.
SPONSORS
Any Sponsor may resign if one remaining Sponsor maintains a net worth of
$2,000,000 and is agreeable to the resignation (Section 7.04). A new Sponsor may
be appointed by the remaining Sponsors and the Trustee to assume the duties of
the resigning Sponsor. If there is only one Sponsor and it fails to perform its
duties or becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, then the Trustee may (a) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and as
may not exceed amounts prescribed by the SEC, or (b) terminate the Indenture and
liquidate the Fund or (c) continue to act as Trustee without terminating the
Indenture (Section 8.01([e])). The Agent for Sponsors has been appointed by the
other Sponsors for purposes of taking action under the Indenture (Section 7.01).
If the Sponsors are unable to agree with respect to action to be taken jointly
by them under the Indenture and they cannot agree as to which Sponsors shall
continue to act as Sponsors, then Merrill Lynch, Pierce, Fenner & Smith
Incorporated shall continue to act as sole Sponsor (Section 7.02([b])). If one
of the Sponsors fails to perform its duties or becomes incapable of acting or
becomes bankrupt or its affairs are taken over by public authorities, then that
Sponsor is automatically discharged and the other Sponsors shall act as Sponsors
(Section 7.02([a])). The Sponsors shall be under no liability to the Fund or to
the Holders for taking any action or for refraining from taking any action in
good faith or for errors in judgment and shall not be liable or responsible in
any way for depreciation or loss incurred by reason of the sale of any Security.
This provision, however, shall not protect the Sponsors in cases of willful
misfeasance, bad faith, gross negligence or reckless disregard of their
obligations and duties (Section 7.05). The Sponsors and their successors are
jointly and severally liable under the Indenture. A Sponsor may transfer all or
substantially all of its assets to a corporation or partnership which carries on
its business and duly assumes all of its obligations under the Indenture and in
that event it shall be relieved of all further liability under the Indenture
(Section 7.03).
MISCELLANEOUS
TRUSTEE
The Trustee of the Fund is named on the back cover of this Prospectus and
is either The Bank of New York, a New York banking corporation with its Unit
Investment Trust Department at 101 Barclay Street, New York, New York 10286
(which is subject to supervision by the New York Superintendent of Banks, the
Federal Deposit Insurance Corporation and the Board of Governors of the Federal
Reserve System); Bankers Trust Company, a New York banking corporation with its
corporate trust office at Four Albany Street, 7th Floor, New York, New York
10015 (which is subject to supervision by the New York Superintendent of Banks,
the Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System); The Chase Manhattan Bank, N.A., a national banking
association with its corporate trust office at 1 Chase Manhattan Plaza--3B, New
York, New York 10081 (which is subject to supervision by the Comptroller of the
Currency, the Federal Deposit Insurance Corporation and the Board of Governors
of the Federal Reserve System); or (acting as Co-Trustees) Investors Bank &
Trust Company, a Massachusetts trust company with its unit investment trust
servicing group at One Lincoln Plaza, Boston, Massachusetts 02111 (which is
subject to supervision by the Massachusetts Commissioner of Banks, The Federal
Deposit Insurance Corporation and the Board of Governors of the Federal Reserve
System) and The First National Bank of Chicago, a national banking association
with its corporate trust office at One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126 (which is subject to supervision by the Comptroller
of the Currency, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System).
LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors. Emmet, Marvin & Martin, 48 Wall Street, New York, New York 10005, act
as counsel for The Bank of New York, as Trustee. Bingham, Dana & Gould, 150
Federal Street, Boston, Massachusetts 02110, act as counsel for The First
National Bank of Chicago and Investors
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Bank & Trust Company, as Co-Trustees. Hawkins Delafield & Wood, 67 Wall Street,
New York, New York 10005, act as counsel for Bankers Trust Company, as Trustee.
AUDITORS
The Statement of Condition, including the Portfolio of the Fund, included
herein has been audited by Deloitte & Touche, independent accountants, as stated
in their opinion appearing herein and has been so included in reliance upon that
opinion given on the authority of that firm as experts in accounting and
auditing.
SPONSORS
Each Sponsor is a Delaware corporation and is engaged in the underwriting,
securities and commodities brokerage business and is a member of the New York
Stock Exchange, Inc., other major securities exchanges and commodity exchanges,
and the National Association of Securities Dealers, Inc. Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Merrill Lynch Asset Management, a Delaware
corporation, each of which is a subsidiary of Merrill Lynch & Co., Inc., are
engaged in the investment advisory business. Smith Barney Shearson Inc., an
investment banking and securities broker-dealer firm, is an indirect
wholly-owned subsidiary of The Travelers Inc. Prudential Securities
Incorporated, a wholly-owned subsidiary of Prudential Securities Group Inc. and
an indirect wholly-owned subsidiary of the Prudential Insurance Company of
America, is engaged in the investment advisory business. Dean Witter Reynolds
Inc., a principal operating subsidiary of Dean Witter, Discover & Co., is
engaged in the investment advisory business. PaineWebber Incorporated is engaged
in the investment advisory business and is a wholly owned subsidiary of
PaineWebber Group Inc. Each Sponsor has acted as principal underwriter and
managing underwriter of other investment companies. The Sponsors, in addition to
participating as members of various selling groups or as agents of other
investment companies, execute orders on behalf of investment companies for the
purchase and sale of securities of these companies and sell securities to these
companies in their capacities as brokers or dealers in securities.
Each Sponsor (or a predecessor) has acted as Sponsor of various series of
Defined Asset Funds. A subsidiary of Merrill Lynch, Pierce, Fenner & Smith
Incorporated succeeded in 1970 to the business of Goodbody & Co., which had been
a co-Sponsor of Defined Asset Funds since 1964. That subsidiary resigned as
Sponsor of each of the Goodbody series in 1971. Merrill Lynch, Pierce, Fenner &
Smith Incorporated has been co-Sponsor and the Agent for the Sponsors of each
series of Defined Asset Funds created since 1971. Shearson, Lehman Brothers Inc.
('Shearson') and certain of its predecessors were underwriters beginning in 1962
and co-Sponsors from 1965 to 1967 and from 1980 to 1993 of various Defined Asset
Funds. As a result of the acquisition of certain of Shearson's assets by Smith
Barney, Harris Upham & Co. Incorporated and Primerica Corporation (now The
Travelers Inc.). Smith Barney Shearson Inc. now serves as co-Sponsor of various
Defined Asset Funds. Prudential Securities Incorporated and its predecessors
have been underwriters of Defined Asset Funds since 1961 and co-Sponsors since
1964, in which year its predecessor became successor co-Sponsor to the original
Sponsor. Dean Witter Reynolds Inc. and its predecessors have been underwriters
of various Defined Asset Funds since 1964 and co-Sponsors since 1974.
PaineWebber Incorporated and its predecessor have co-Sponsored certain Defined
Asset Funds since 1983.
The Sponsors have maintained secondary markets in Defined Asset Funds for
over 20 years. For decades informed investors have purchased unit investment
trusts for dependability and professional selection of investments. Defined
Asset Funds offers an array of simple and convenient investment choices, suited
to fit a wide variety of personal financial goals--a buy and hold strategy for
capital accumulation, such as for children's education or a nest egg for
retirement, or attractive, regular current income consistent with relative
protection of capital. There are Defined Funds to meet the needs of just about
any investor. Unit investment trusts are particularly suited for the many
investors who prefer to seek long-term profits by purchasing sound investments
and holding them, rather than through active trading. Few individuals have the
knowledge, resources, capital or time to buy and hold a diversified portfolio on
their own; it would generally take a considerable sum of money to obtain the
breadth and diversity offered by Defined Funds. Sometimes it takes a combination
of Defined Funds to plan for your objectives.
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The following chart shows the average annual compounded rate of return of
selected asset classes over the 10-year and 20-year periods ending December 31,
1993, compared to the rate of inflation over the same periods. Of course, this
chart represents past performance of these investment categories, and there is
no guarantee of future results, either of these categories or of Defined Funds.
Defined Funds also have sales charges and expenses which are not reflected in
the chart.
Stocks (S&P 500)
20 yr 12.76%
10 yr 14.94%
Small-company stocks
20 yr 18.82%
10 yr 9.96%
Long-term corporate bonds
20 yr 10.16%
10 yr 14.00%
U.S. Treasury bills (short-term)
20 yr 7.49%
10 yr 6.53%
Consumer Price Index
20 yr 5.92%
10 yr 3.73%
0 2 4 6 8 10 12%
Source: Ibbotson Associates
One of the most important investment decisions an investor faces may be how
to allocate his investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation.
Instead of having to select individual securities on their own, purchasers
of Defined Funds benefit from the expertise of Defined Asset Funds' experienced
buyers and research analysts. In addition, they gain the advantage of
diversification by investing in units of a Defined Fund holding securities of
several different issuers. Such diversification reduces risk, but does not
eliminate it. While the portfolio of managed funds, such as mutual funds,
continually changes, defined bond funds offer a defined portfolio and a schedule
of income distributions defined in the prospectus. Investors know, generally,
when they buy, the issuers, maturities, call dates and ratings of the securities
in the portfolio. Of course, the portfolio may change somewhat over time as
additional securities are deposited, as securities mature or are called or
redeemed or as they are sold to meet redemptions and in the limited other
circumstances. Investors buy bonds for dependability--they know what they can
expect to earn and that principal is distributed as the bonds mature. Investors
also know at the time of purchase their estimated income and current and
long-term returns, subject to credit and market risks and to changes in the
portfolio or the fund's expenses.
Defined Asset Funds offers a variety of fund types. The tax exemption for
municipal bonds, which makes them attractive to high-bracket taxpayers, is
available through Defined Municipal Investment Trust Funds. Defined Municipal
Investment Trust Funds have provided investors with tax-free income for more
than 30 years. Municipal Defined Funds offer a simple and convenient way for
investors to earn monthly income free from regular Federal income tax. Defined
Corporate Income Funds, with higher current returns than municipal or government
funds, are suitable for Individual Retirement Accounts and other tax-advantaged
accounts and provide monthly income. Defined Government Securities Income Funds
provide a way to participate in markets for U.S. government securities while
earning an attractive current return. Defined International Bond Funds, invested
in bonds payable in foreign currencies, offer the potential to profit from
changes in currency values and possibly from interest rates higher than paid on
comparable U.S. bonds, but investors incur a higher risk for these potentially
greater returns. Historically, stocks have offered growth of capital, and thus
some protection against inflation, over the long term. Defined Equity Income
Funds offer participation in the stock market, providing current income as well
as the possibility of capital appreciation. The S&P Index Trusts offer a
convenient and
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inexpensive way to participate in broad market movements. Concept Series seek to
capitalize on selected anticipated economic, political or business trends.
Utility Stock Series, consisting of stocks of issuers with established
reputations for regular cash dividends, seek to benefit from dividend increases.
Select Ten Portfolios seek total return by investing for one year in the ten
highest yielding stocks on a designated stock index.
DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)
STANDARD & POOR'S CORPORATION
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
predominately 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 bonds
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
Aaa--Bonds which are rated Aaa are judged to be 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. A-rated
bonds may be influenced to some degree by economic performance during a
sustained period of depressed business conditions but during periods of normalcy
A-rated bonds frequently move in parallel with Aaa and Aa obligations, with the
occasional exception of oversupply in a few specific instances.
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.
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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.
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.
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.
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Def ined
Asset FundsSM
SPONSORS: MUNICIPAL INVESTMENT
Merrill Lynch, TRUST FUND
Pierce, Fenner & Smith IncorporatedIntermediate Term Series--225
Unit Investment Trusts (Short Intermediate Maturities)
P.O. Box 9051 A Unit Investment Trust
Princeton, N.J. 08543-9051 PROSPECTUS
(609) 282-8500 This Prospectus does not contain all of the
Smith Barney Shearson Inc. information with respect to the investment
Unit Trust Department company set forth in its registration
Two World Trade Center statement and exhibits relating thereto which
101st Floor have been filed with the Securities and
New York, N.Y. 10048 Exchange Commission, Washington, D.C. under
1-800-298-UNIT the Securities Act of 1933 and the Investment
PaineWebber Incorporated Company Act of 1940, and to which reference
1200 Harbor Blvd. is hereby made.
Weehawken, N.J. 07087 No person is authorized to give any
(201) 902-3000 information or to make any representations
Prudential Securities Incorporated with respect to this investment company not
One Seaport Plaza contained in this Prospectus; and any
199 Water Street information or representation not contained
New York, N.Y. 10292 herein must not be relied upon as having been
(212) 776-1000 authorized. This Prospectus does not
Dean Witter Reynolds Inc. constitute an offer to sell, or a
Two World Trade Center solicitation of an offer to buy, securities
59th Floor in any state to any person to whom it is not
New York, N.Y. 10048 lawful to make such offer in such state.
(212) 392-2222
EVALUATOR:
Kenny S&P Evaluation Services
65 Broadway
New York, N.Y. 10006
INDEPENDENT ACCOUNTANTS:
Deloitte & Touche
1633 Broadway
3rd Floor
New York, N.Y. 10019
CO-TRUSTEES:
The First National Bank of Chicago
Investors Bank & Trust Company
P.O. Box 1537
Boston, MA 02205-1537
1-800-338-6019
14694--2/94
