AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2000
REGISTRATION NO. 33-57547
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-6
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FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
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A. EXACT NAME OF TRUST:
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
(BBB QUALITY OR BETTER)
LONG INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
B. NAME OF DEPOSITOR:
MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
SALOMON SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051 SALOMON SMITH BARNEY INC.
388 GREENWICH
STREET--23RD FLOOR
NEW YORK, NY 10013
<TABLE>
<S> <C> <C>
PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
INCORPORATED 1285 AVENUE OF THE TWO WORLD TRADE
ONE NEW YORK PLAZA AMERICAS CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10019 NEW YORK, NY 10048
</TABLE>
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
TERESA KONCICK, ESQ. ROBERT E. HOLLEY MICHAEL KOCHMANN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH STREET
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013
COPIES TO: DOUGLAS LOWE, ESQ.
PIERRE DE SAINT PHALLE, DEAN WITTER REYNOLDS INC.
LEE B. SPENCER, JR. ESQ. TWO WORLD TRADE
ONE NEW YORK PLAZA 450 LEXINGTON AVENUE CENTER--59TH FLOOR
NEW YORK, NY 10292 NEW YORK, NY 10017 NEW YORK, NY 10048
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 16, 1999.
Check box if it is proposed that this filing will become effective on February
25, 2000 pursuant to paragraph (b) of Rule 485. /X/
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<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
----------------------------------------------------
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
(BBB QUALITY OR BETTER)
(A UNIT INVESTMENT TRUST)
- PORTFOLIO OF INTERMEDIATE TERM MUNICIPAL BONDS
- DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
INCOME TAX
- MONTHLY INCOME DISTRIBUTIONS
- AMT BONDS
SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED -----------------------------------------------------
SALOMON SMITH BARNEY INC. The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES approved or disapproved these Securities or passed
INCORPORATED upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC. Prospectus dated February 25, 2000.
<PAGE>
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Defined Asset Funds--Registered Trademark--
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.
Defined Asset Funds offer a number of advantages:
- A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
- Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
- Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
- Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
- Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.
THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF OCTOBER 31, 1999, THE
EVALUATION DATE.
<TABLE>
<S> <C>
CONTENTS
PAGE
----
Risk/Return Summary.................. 3
What You Can Expect From Your
Investment......................... 7
Monthly Income..................... 7
Return Figures..................... 7
Records and Reports................ 7
The Risks You Face................... 8
Interest Rate Risk................. 8
Call Risk.......................... 8
Reduced Diversification Risk....... 8
Liquidity Risk..................... 8
Concentration Risk................. 8
Bond Quality Risk.................. 8
Insurance Related Risk............. 8
Litigation and Legislation Risks... 8
Selling or Exchanging Units.......... 8
Sponsors' Secondary Market......... 9
Selling Units to the Trustee....... 9
Exchange Option.................... 9
How The Fund Works................... 10
Pricing............................ 10
Evaluations........................ 10
Income............................. 10
Expenses........................... 10
Portfolio Changes.................. 11
Fund Termination................... 11
Certificates....................... 12
Trust Indenture.................... 12
Legal Opinion...................... 12
Auditors........................... 13
Sponsors........................... 13
Trustee............................ 13
Underwriters' and Sponsors'
Profits.......................... 13
Public Distribution................ 13
Code of Ethics..................... 14
Year 2000 Issues................... 14
Taxes................................ 14
Supplemental Information............. 15
Financial Statements................. D-1
</TABLE>
2
<PAGE>
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RISK/RETURN SUMMARY
<TABLE>
<C> <S>
1. WHAT IS THE FUND'S OBJECTIVE?
The Fund seeks interest income that is
exempt from regular federal income taxes
by investing in a fixed portfolio
consisting primarily of municipal revenue
bonds with an estimated average life of 8
years.
2. WHAT ARE MUNICIPAL REVENUE BONDS?
Municipal revenue bonds are bonds issued
by states, municipalities and public
authorities to finance the cost of
buying, building or improving various
projects intended to generate revenue,
such as airports, health care facilities,
housing and municipal electric, water and
sewer utilities. Generally, payments on
these bonds depend solely on the revenues
generated by the projects, excise taxes
or state appropriations, and are not
backed by the government's taxing power.
3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
- The Fund plans to hold to maturity 12
intermediate term tax-exempt municipal
bonds with a current aggregate face
amount of $12,105,000. The Fund is a unit
investment trust which means that, unlike
a mutual fund, the Fund's portfolio is
not managed.
- The bonds in the Fund were selected by
the agent for the Sponsors with the help
of Fitch IBCA, Inc., the Credit
Consultant, which reviewed the bonds
proposed by the agent for the Sponsors.
When initially deposited in the Fund,
each bond was considered to be investment
grade quality by Fitch. In some cases,
Standard & Poort's and/or Moody's rated
the bonds as investment grade. Fitch as
Credit Consultant has an ongoing
responsibility to monitor the bonds and
to inform the agent for the Sponsors if
in Fitch's opinion any bond no longer has
investment grade characteristics. If the
Credit Consultant does not believe it has
enough information to continue to monitor
a bond, it may withdraw its opinion as to
the investment grade quality of the bond
unless the agent for the Sponsors
provides adequate information aboaut the
bond.
- Many of the bonds can be called at a
premium declining over time to par value.
Some bonds may be called earlier at par
for extraordinary reasons. None of the
bonds are currently callable.
- 12% of the bonds are backed by bank
letters of credit.
Letters of credit and insurance guarantee
timely payments of principal and interest
on the bonds (but not Fund units or the
market value of the bonds before they
mature).
The Portfolio consists of municipal bonds
of the following types:
</TABLE>
<TABLE>
- General Obligation 7%
<C> <S>
- Hospitals/Health Care 11%
- Housing 12%
- Industrial Development Revenue 23%
- Lease Rental 8%
- Refunded Bonds 21%
- Special Tax 10%
- Municipal Electric Utilities 8%
</TABLE>
<TABLE>
<C> <S>
4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE
FUND. THIS CAN HAPPEN FOR VARIOUS
REASONS, INCLUDING:
- Rising interest rates, an issuer's
worsening financial condition or a drop
in bond ratings can reduce the price of
your units.
- Assuming no changes in interest rates,
when you sell your units, they will
generally be worth less than your cost
because your cost included a sales fee.
- The Fund will receive early returns of
principal if bonds are called or sold
before they mature. If this happens your
income will decline and you may not be
able to reinvest the money you receive at
as high a yield or as long a maturity.
5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want monthly income free from
regular federal income tax. You will
benefit from a professionally selected
and supervised portfolio whose risk is
reduced by investing in bonds of several
different issuers.
The Fund is NOT appropriate for you if
you want a speculative investment that
changes to take advantage of market
movements, if you do not want a
tax-advantaged investment, if you are
subject to AMT or if you cannot tolerate
any risk.
</TABLE>
3
<PAGE>
<TABLE>
<C> <S>
DEFINING YOUR INCOME
</TABLE>
<TABLE>
<C> <S> <C>
WHAT YOU MAY EXPECT (PAYABLE ON THE 25TH
DAY OF EACH MONTH):
Regular Monthly Income per unit $ 4.95
Annual Income per unit $59.51
RECORD DAY: 10th day of each month
THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE;
ACTUAL PAYMENTS MAY VARY.
</TABLE>
<TABLE>
<C> <S>
6. WHAT ARE THE FUND'S FEES AND EXPENSES?
This table shows the costs and expenses
you may pay, directly or indirectly,
when you invest in the Fund.
INVESTOR FEES
Maximum Sales Fee (Load) on ne
purchases (as a percentage of
$1,000 invested) 2.75%
Employees of some of the Sponsors and
their affiliates may be charged a
reduced sales fee of no less than $5.00
per Unit.
The maximum sales fee is reduced if you
invest at least $100,000, as follows:
</TABLE>
<TABLE>
<CAPTION>
YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
-------------- ------------
<C> <S> <C>
Less than $100,000 2.75%
$100,000 to $249,999 2.50%
$250,000 to $499,999 2.25%
$500,000 to $999,999 2.00%
$1,000,000 and over 1.75%
Maximum Exchange Fee 1.75%
</TABLE>
<TABLE>
$0.68
Trustee's Fee
$0.20
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
<CAPTION>
ESTIMATED ANNUAL FUND OPERATING EXPENSES
AMOUNT
PER UNIT
--------
<C> <S> <C>
$0.20
Organization Costs
0.79
Credit Consultant's
Fee
$0.10
Evaluator's Fee
$0.29
Other Operating Expenses
-----
$2.26
TOTAL
</TABLE>
<TABLE>
<C> <S>
The Sponsors historically paid
organization costs and updating
expenses.
7. IS THE FUND MANAGED?
Unlike a mutual fund, the Fund is not
managed and bonds are not sold because
of market changes. Rather, experienced
Defined Asset Funds financial analysts
regularly review the bonds in the Fund.
The Fund may sell a bond if certain
adverse credit or other conditions
exist.
8. HOW DO I BUY UNITS?
You can buy units from any of the
Sponsors and other broker-dealers. The
Sponsors are listed later in this
prospectus. Some banks may offer units
for sale through special arrangements
with the Sponsors, although certain
legal restrictions may apply.
The minimum investment is one unit.
UNIT PRICE PER UNIT $1,038.78
(as of October 31, 1999)
Unit price is based on the net asset
value of the Fund plus the sales fee.
An amount equal to any principal cash,
as well as net accrued but
undistributed interest on the unit, is
added to the unit price. An independent
evaluator prices the bonds at 3:30 p.m.
Eastern time every business day. Unit
price changes every day with changes in
the prices of the bonds in the Fund.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S>
9. HOW DO I SELL UNITS?
You may sell your units at any time to
any Sponsor or the Trustee for the net
asset value determined at the close of
business on the date of sale, less any
remaining deferred
sales fee. You will not pay any other
fee
when you sell your units.
10. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly. In the
opinion of bond counsel when each bond
was issued, interest on the bonds in
this Fund is generally 100% exempt from
regular federal income tax.
Interest on approximately 23% of the
bonds will be taken into account in
determining your preference items for
alternative minimum tax purposes. A
portion of the income may also be
exempt from state and local personal
income taxes, depending on where you
live.
You will also receive principal
payments if bonds are sold or called or
mature, when the cash available is more
than $5.00 per unit. You will be
subject to tax on any gain realized by
the Fund on the disposition of bonds.
11. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your monthly income in
cash unless you choose to compound your
income by reinvesting with no sales fee
in the Municipal Fund Investment
Accumulation Program, Inc. This program
is an open-end mutual fund with a
comparable investment objective. Income
from this program will generally be
subject to state and local income
taxes. FOR MORE COMPLETE INFORMATION
ABOUT THE PROGRAM, INCLUDING CHARGES
AND FEES, ASK THE TRUSTEE FOR THE
PROGRAM'S PROSPECTUS. READ IT CAREFULLY
BEFORE YOU INVEST. THE TRUSTEE MUST
RECEIVE YOUR WRITTEN ELECTION TO
REINVEST AT LEAST 10 DAYS BEFORE THE
RECORD DAY OF AN INCOME PAYMENT.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for
units of certain other Defined Asset
Funds. You may also exchange into this
Fund from certain other funds. We
charge a reduced sales fee on
exchanges.
</TABLE>
5
<PAGE>
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TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
<TABLE>
EFFECTIVE
TAXABLE INCOME 2000* % TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 3% 3.5% 4% 4.5% 5% 5.5% 6%
IS EQUIVALENT TO A TAXABLE YIELD OF
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------
$ 0- 26,250 $ 0- 43,850 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06
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$ 26,251- 63,550 $ 43,851-105,950 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33
- ---------------------------------------------------------------------------------------------------------------------------
$ 63,551-132,600 $105,951-161,450 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$132,601-288,350 $161,451-288,350 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OVER $288,350 OVER $288,350 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<S> <C>
TAXABLE INCOME 20
SINGLE RETURN 6.5%
IS
EQUIVALENT
TO A
TAXABLE
YIELD OF
- -----------------
$ 0- 26,250 7.65
- -----------------
$ 26,251- 63,550 9.03
- -----------------
$ 63,551-132,600 9.42
--------
- -----------------
$132,601-288,350 10.16
--------
- -----------------
OVER $288,350 10.76
--------
- -----------------
</TABLE>
To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 2000 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase-out of
exemptions, itemized deductions, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.
MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX
<TABLE>
INCOME+ MAXIMUM "PREFERENCE" INCOME
WITHOUT TRIGGERING AMT
(STATE INCOME TAX RATES)
SINGLE ++ JOINT ++ 0% 7% 11%
<S> <C> <C> <C> <C>
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$50,000 $20,000 $15,000 $13,000
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$30,000 $19,000 $16,000 $14,000
- ----------------------------------------------------------
$100,000 $24,000 $15,000 $11,000
- ----------------------------------------------------------
$55,000 $21,000 $16,000 $13,000
- ----------------------------------------------------------
$225,000 $30,000 $12,000 $ 3,000
- ----------------------------------------------------------
$205,000 $30,000 $14,000 $ 6,000
- ----------------------------------------------------------
</TABLE>
NOTES:
+ Regular taxable income plus state income taxes
and personal exemptions.
++ Assuming no dependents.
Under federal tax law, interest income on certain municipal bonds, although
exempt from regular income tax, is treated as a "preference" item for purposes
of AMT. The table above shows amounts of such municipal bond "preference"
interest income, assuming no other "preference" or similar items apply, that
individual taxpayers could receive in 2000 without becoming subject to the AMT.
The table gives information for single and joint returns of U.S. individuals
having no dependents. The table provides three income levels and three
hypothetical state income tax rates. The table further assumes that the stated
amount of municipal bond "preference" interest income is subject to state income
taxes.
6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
MONTHLY INCOME
The Fund will pay you regular monthly income. Your monthly income may vary
because of:
- elimination of one or more bonds from the Fund's portfolio because of calls,
redemptions or sales;
- a change in the Fund's expenses; or
- the failure by a bond's issuer to pay interest.
Changes in interest rates generally will not affect your monthly income because
the portfolio is fixed.
Along with your monthly income, you will receive your share of any available
bond principal.
RETURN FIGURES
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):
<TABLE>
<S> <C> <C>
Estimated Annual Estimated
Interest Income - Annual Expenses
- -------------------------------------
Unit Price
</TABLE>
ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.
Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.
These return quotations are designed to be comparative rather than predictive.
RECORDS AND REPORTS
You will receive:
- - a monthly statement of income payments and any principal payments;
- - a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
- - an annual report on Fund activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.
You may request:
- - copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
- - audited financial statements of the Fund.
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
7
<PAGE>
THE RISKS YOU FACE
INTEREST RATE RISK
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
CALL RISK
Many bonds can be prepaid or "called" by the issuer before their stated
maturity.
For example, an issuer might call its bonds if it no longer needs the money for
the original purpose or, during periods of falling interest rates, if the
issuer's bonds have a coupon higher than current market rates. If the bonds are
called, your income will decline and you may not be able to reinvest the money
you receive at as high a yield or as long a maturity. An early call at par of a
premium bond will reduce your return.
REDUCED DIVERSIFICATION RISK
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
LIQUIDITY RISK
The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. The value of the bonds, and
of your investment, may be reduced if trading in bonds is limited or absent.
CONCENTRATION RISK
When a certain type of bond makes up 25% or more of the portfolio, the Fund is
said to be "concentrated" in that bond type, which makes the Fund less
diversified. However, this Fund is not concentrated in any particular type of
bond.
BOND QUALITY RISK
A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.
LITIGATION AND LEGISLATION RISKS
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
Future tax legislation could affect the value of the portfolio by:
- limiting real property taxes,
- reducing tax rates,
- imposing a flat or other form of tax, or
- exempting investment income from tax.
SELLING OR EXCHANGING UNITS
You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
- ADDING the value of the bonds, net accrued interest, cash and any other Fund
assets;
- SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
cash held to buy back units or for distribution to investors and any other
Fund liabilities; and
- DIVIDING the result by the number of outstanding units.
8
<PAGE>
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.
SPONSORS' SECONDARY MARKET
While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge. We may resell the units to other buyers or to
the Trustee. You should consult your financial professional for current market
prices to determine if other broker-dealers or banks are offering higher prices.
We have maintained a secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.
SELLING UNITS TO THE TRUSTEE
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.
If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.
There could be a delay in paying you for your units:
- if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
- if the SEC determines that trading on the New York Stock Exchange is
restricted or that an emergency exists making sale or evaluation of the
bonds not reasonably practicable; and
- for any other period permitted by SEC order.
EXCHANGE OPTION
You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.75%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
To exchange units, you should talk to your financial professional about what
funds are exchangeable, suitable and currently available.
Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two
9
<PAGE>
funds are not materially different; you should consult your own tax adviser.
We may amend or terminate this exchange option at any time without notice.
HOW THE FUND WORKS
PRICING
The price of a unit includes interest accrued on the bonds, less expenses, from
the most recent Record Day up to, but not including, the settlement date, which
is usually three business days after the purchase date of the unit.
A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.
In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
- cost of initial preparation of legal documents;
- federal and state registration fees;
- initial fees and expenses of the Trustee;
- initial audit; and
- legal expenses and other out-of-pocket expenses.
These costs are amortized over the first five years of the Fund.
EVALUATIONS
An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.
INCOME
The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.
EXPENSES
The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
- to reimburse the Trustee for the Fund's operating expenses;
- for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
- costs of actions taken to protect the Fund and other legal fees and
expenses;
- expenses for keeping the Fund's registration statement current; and
- Fund termination expenses and any governmental charges.
The Sponsors are currently reimbursed up to 55 CENTS per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
10
<PAGE>
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. While this fee may exceed the amount of these
costs and expenses attributable to this Fund, the total of these fees for all
Series of Defined Asset Funds will not exceed the aggregate amount attributable
to all of these Series for any calendar year. The Fund also pays the Evaluator's
fees.
The Trustee's, Credit Consultant's, Sponsors' and Evaluator's fees may be
adjusted for inflation without investors' approval.
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell bonds if cash is not available.
PORTFOLIO CHANGES
The Sponsors and Trustee are not liable for any default or defect in a bond.
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
- diversity of the portfolio;
- size of the Fund relative to its original size;
- ratio of Fund expenses to income;
- current and long-term returns;
- degree to which units may be selling at a premium over par; and
- cost of maintaining a current prospectus.
FUND TERMINATION
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
11
<PAGE>
CERTIFICATES
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
TRUST INDENTURE
The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
The Sponsors and the Trustee may amend the Indenture without your consent:
- to cure ambiguities;
- to correct or supplement any defective or inconsistent provision;
- to make any amendment required by any governmental agency; or
- to make other changes determined not to be materially adverse to your best
interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
- it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
- it becomes incapable of acting or bankrupt or its affairs are taken over by
public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
- remove it and appoint a replacement Sponsor;
- liquidate the Fund; or
- continue to act as Trustee without a Sponsor.
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.
LEGAL OPINION
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.
12
<PAGE>
AUDITORS
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.
SPONSORS
The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
TRUSTEE
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee.
The Bank of New York, 101 Barclay Street,
17 W, New York, New York 10268, is the Trustee.
It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.
UNDERWRITERS' AND SPONSORS' PROFITS
Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial deposit of the bonds. Any cash made
available by you to the Sponsors before the settlement date for those units may
be used in the Sponsors' businesses to the extent permitted by federal law and
may benefit the Sponsors.
A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.
In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.
PUBLIC DISTRIBUTION
The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.
13
<PAGE>
CODE OF ETHICS
Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its employees
with access to information on portfolio transactions. The goal of the code is to
prevent fraud, deception or misconduct against the Fund and to provide
reasonable standards of conduct.
YEAR 2000 ISSUES
Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of the bonds
contained in the Portfolio, but we cannot predict whether any impact will be
material to the Fund as a whole.
TAXES
The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and may be taken
into account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuer (or other users) have complied or will comply
with any requirements necessary for a bond to be tax-exempt. If any of the bonds
were determined not to be tax-exempt, you could be required to pay income tax
for current and prior years, and if the Fund were to sell the bond, it might
have to sell it at a substantial discount.
In the opinion of our counsel, under existing law:
GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT
The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.
GAIN OR LOSS UPON DISPOSITION
When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued "market
discount". Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, the issue price
increased by original issue discount that has accrued on the bond before your
purchase). You should consult your tax adviser in this regard.
If your net long-term capital gains exceed your net short-term capital losses,
the excess
14
<PAGE>
may be subject to tax at a lower rate than ordinary income. Any capital gain
from the Fund will be long-term if you are considered to have held your
investment on each bond for more than one year and short-term otherwise. If you
are an individual and sell your units after holding them for more than one year,
you may be entitled to a 20% maximum federal tax rate on any resulting gains.
Because the deductibility of capital losses is subject to limitations, you may
not be able to deduct all of your capital losses. Consult your tax adviser in
this regard.
YOUR BASIS IN THE BONDS
Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount," "acquisition premium" and
"bond premium". You should consult your tax adviser in this regard.
EXPENSES
If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.
STATE AND LOCAL TAXES
Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.
SUPPLEMENTAL INFORMATION
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolio, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.
15
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Investment Grade Portfolio (BBB Quality or Better), Long Intermediate
Term Series, Defined Asset Funds:
We have audited the accompanying statement of condition of Municipal
Investment Trust Fund, Investment Grade Portfolio (BBB Quality or
Better), Long Intermediate Term Series, Defined Asset Funds, including
the portfolio, as of October 31, 1999 and the related statements of
operations and of changes in net assets for the period August 1, 1999
to October 31, 1999 and the years ended July 31, 1999, 1998 and 1997.
These financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. Securities owned at October 31, 1999, as shown
in such portfolio, were confirmed to us by The Chase Manhattan Bank,
the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Municipal
Investment Trust Fund, Investment Grade Portfolio (BBB Quality or
Better), Long Intermediate Term Series, Defined Asset Funds at October
31, 1999 and the results of its operations and changes in its net
assets for the above-stated periods in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
January 26, 2000
D - 1.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
STATEMENT OF CONDITION
As of October 31, 1999
<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 11,966,143 )(Note 1)........ $12,502,469
Accrued interest ............................... 209,945
Prepaid Trustee's fees ......................... 6,833
Cash - principal ............................... 196,752
Deferred organization costs (Note 5) ........... 2,606
-----------
Total trust property ......................... 12,918,605
LESS LIABILITIES:
Income advance from Trustee..................... $ 169,646
Accrued Sponsors' fees ......................... 1,512
Accrued Surveillance fees ...................... 1,823
Other liabilities (Note 5) ..................... 2,606 175,587
----------- -----------
NET ASSETS, REPRESENTED BY:
12,361 units of fractional undivided
interest outstanding (Note 3)................ 12,699,221
Undistributed net investment income ............ 43,797 $12,743,018
----------- ===========
UNIT VALUE ($ 12,743,018 / 12,361 units )......... $ 1,030.91
===========
</TABLE>
See Notes to Financial Statements.
D - 2.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
August 1, 1999
to
October 31, Years Ended July 31,
1999 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 196,548 $ 837,740 $ 940,705 $ 980,933
Trustee's fees and expenses ............ (4,055) (16,340) (18,200) (18,580)
Surveillance fees ...................... (2,506) (9,892) (12,809) (14,970)
Sponsors' fees ......................... (637) (1,452) (1,528) (433)
---------------------------------------------------------------
Net investment income .................. 189,350 810,056 908,168 946,950
---------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on
securities sold or redeemed .......... 15,116 150,510 104,151 14,075
Unrealized appreciation (depreciation)
of investments ....................... (275,667) (439,255) 206,767 826,490
---------------------------------------------------------------
Net realized and unrealized
gain (loss ) on investments ......... (260,551) (288,745) 310,918 840,565
---------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ (71,201) $ 521,311 $ 1,219,086 $ 1,787,515
===============================================================
</TABLE>
See Notes to Financial Statements.
D - 3.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
August 1, 1999
to
October 31, Years Ended July 31,
1999 1999 1998 1997
---- ---- ---- ----
<S> <C> <C> <C>
OPERATIONS:
Net investment income .................. $ 189,350 $ 810,056 $ 908,168 $ 946,950
Realized gain on
securities sold or redeemed .......... 15,116 150,510 104,151 14,075
Unrealized appreciation (depreciation)
of investments ....................... (275,667) (439,255) 206,767 826,490
---------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ............ (71,201) 521,311 1,219,086 1,787,515
---------------------------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
Income ................................ (190,030) (812,437) (908,899) (946,454)
Principal .............................. (17,752) (3,426)
---------------------------------------------------------------
Total distributions .................... (190,030) (830,189) (912,325) (946,454)
---------------------------------------------------------------
SHARE TRANSACTIONS:
Redemption amounts - income ............ (1,880) (3,142) (2,388) (396)
Redemption amounts - principal ......... (700,082) (1,869,602) (1,031,066) (209,021)
---------------------------------------------------------------
Total share transactions ............... (701,962) (1,872,744) (1,033,454) (209,417)
---------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS .... (963,193) (2,181,622) (726,693) 631,644
NET ASSETS AT BEGINNING OF PERIOD ........ 13,706,211 15,887,833 16,614,526 15,982,882
---------------------------------------------------------------
NET ASSETS AT END OF PERIOD .............. $12,743,018 $13,706,211 $15,887,833 $16,614,526
===============================================================
PER UNIT:
Income distributions during
period ............................... $ 14.87 $ 61.12 $ 59.44 $ 59.35
===============================================================
Principal distributions during
period ............................... $ 1.29 $ 0.22
=============================
Net asset value at end of
period ............................... $ 1,030.91 $ 1,051.41 $ 1,075.39 $ 1,055.16
===============================================================
TRUST UNITS:
Redeemed during period ................. 675 1,738 972 201
Outstanding at end of period ........... 12,361 13,036 14,774 15,746
===============================================================
</TABLE>
See Notes to Financial Statements.
D - 4.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
The Fund is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of significant
accounting policies consistently followed by the Fund in the
preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities.
(B) The Fund is not subject to income taxes. Accordingly, no
provision for such taxes is required.
(C) Interest income is recorded as earned.
2. DISTRIBUTIONS
A distribution of net investment income is made to Holders each month.
Receipts other than interest, after deductions for redemptions and
applicable expenses, are also distributed periodically.
3. NET CAPITAL
Cost of 12,361 units at Date of Deposit .................. $12,679,268
Less sales charge ........................................ 501,980
-----------
Net amount applicable to Holders ......................... 12,177,288
Redemptions of units - net cost of 2,413 units redeemed
less redemption amounts (principal)..................... (277,067)
Realized gain on securities sold or redeemed ............. 283,852
Principal distributions .................................. (21,178)
Net unrealized appreciation of investments ............... 536,326
-----------
Net capital applicable to Holders ........................ $12,699,221
===========
4. INCOME TAXES
As of October 31, 1999, net unrealized appreciation of investments,
based on cost for Federal income tax purposes, aggregated $536,326, of
which $ 543,046 related to appreciated securities and $ 6,720 related
to depreciated securities. The cost of investment securities for
Federal income tax purposes was $11,966,143 at October 31, 1999.
5. DEFERRED ORGANIZATION COSTS
Deferred organization costs are being amortized over a period of five
years. Included in "Other liabilities" in the accompanying Statement
of Condition is $ 2,606 payable to the Trustee for reimbursement of
costs related to the organization of the Trust.
D - 5.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
PORTFOLIO
As of October 31, 1999
<TABLE>
<CAPTION>
Rating of Issues(1)
--------------------
Standard
& Poor's Moody's Fitch
Portfolio No. and Title of Corpora- Investors Investors Face
Securities tion Service Group Amount Coupon Maturities(3)
---------- --------- --------- --------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
1 Pomona, CA, Pub. Fin. Auth., 1993 Rfdg. A- A3 O $ 255,000 5.500 % 2008(5)
Rev. Bonds, Ser. L (Southwest Pomona
Redev. Proj.)
995,000 5.500 2008
2 Lemoore, CA, Redev. Agy., Lemoore NR Baa2 O 170,000 6.000 2005
Redev. Proj., Tax Alloc. Rfdg. Bonds,
Issue of 1995
180,000 6.100 2006
190,000 6.200 2007
205,000 6.300 2008
220,000 6.400 2009
230,000 6.500 2010
3 City of Fort Wayne, IN, Redev. Dist. NR NR O 1,500,000 6.750 2010(5)
Tax Increment Rev. Bonds of 1995 (Civic
Ctr. Urban Renewal Area Proj.)
4 Massachusetts State Hlth. and Educl. NR A3 O 1,030,000 5.900 2008
Fac. Auth., Rev. Bonds (Addison-
Gilbert Hosp.), Ser. C
5 The Ind. Dev. Auth. of the City of NR NR A-
Lee's Summit, MO, Hlth. Fac. Rev. Bonds 315,000 6.550 2010
(John Knox Vill. Proj.), Ser. 1995
<CAPTION>
Optional
Portfolio No. and Title of Redemption
Securities Provisions(3) Cost Value(2)
---------- ------------- ---------- ----------
<S> <C> <C> <C>
1 Pomona, CA, Pub. Fin. Auth., 1993 Rfdg. 02/01/04 $ 236,541 $ 269,385
Rev. Bonds, Ser. L (Southwest Pomona @ 102.000
Redev. Proj.)
02/01/04 922,972 1,009,617
@ 102.000
2 Lemoore, CA, Redev. Agy., Lemoore 08/01/03 169,363 173,708
Redev. Proj., Tax Alloc. Rfdg. Bonds, @ 102.000
Issue of 1995
08/01/03 179,282 183,913
@ 102.000
08/01/03 189,198 194,026
@ 102.000
08/01/03 204,092 209,110
@ 102.000
08/01/03 218,986 224,033
@ 102.000
08/01/03 228,901 237,077
@ 102.000
3 City of Fort Wayne, IN, Redev. Dist. 02/01/05 1,516,680 1,638,690
Tax Increment Rev. Bonds of 1995 (Civic @ 101.000
Ctr. Urban Renewal Area Proj.)
4 Massachusetts State Hlth. and Educl. 07/01/03 998,369 1,031,370
Fac. Auth., Rev. Bonds (Addison- @ 102.000
Gilbert Hosp.), Ser. C
5 The Ind. Dev. Auth. of the City of
Lee's Summit, MO, Hlth. Fac. Rev. Bonds 08/15/05 316,288 322,009
(John Knox Vill. Proj.), Ser. 1995 @ 102.000
</TABLE>
D - 6.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
PORTFOLIO
As of October 31, 1999
<TABLE>
<CAPTION>
Rating of Issues(1)
--------------------
Standard
& Poor's Moody's Fitch
Portfolio No. and Title of Corpora- Investors Investors Face
Securities tion Service Group Amount Coupon Maturities(3)
---------- --------- --------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
6 Mississippi Bus. Fin. Corp., Ind. Dev. NR NR O $1,500,000 6.900 % 2010
Rev. Bonds (T,T & W Farm Products,
Inc., Proj.), Ser. 1995 (Deposit
Guaranty National Bank, Jackson, MS
- Letter of Credit) (AMT) (4) (6)
7 North Carolina Eastern Mun. Pwr. Agy., BBB Baa3 BBB+ 950,000 6.000 2005
Rfdg. Ser. 1993 B
8 The City of New York, NY, G.O. Bonds, A- A3 A 635,000 6.000 2005
Ser. 1994 A
9 New York State Urban Dev. Corp., Corr. BBB+ Baa1 A 980,000 5.400 2006
Fac. Rev. Bonds, Rfdg. Ser. A
10 City of Leander, Williamson Cnty., TX, NR NR O 780,000 6.500 2010(5)
G.O. Bonds, Ser. 1995
220,000 6.500 2010
11 South Plains Regl. Hsg. Auth., TX, NR NR BBB 500,000 6.900 2009
Multi-Family Mtge. Rev. Bonds, Ser.
1995 A (Sec. 8 Asstd. Proj.)
12 Tooele Cnty., UT, Hazardous Waste Disp. BBB NR O 1,250,000 6.750 2010
Rev. Bonds (Laidlaw Inc./U.S.P.C. Clive
Proj.), Ser. 1995 (Guarantee-Laidlaw
Inc.) (AMT) (4)
----------
TOTAL $12,105,000
==========
<CAPTION>
Optional
Portfolio No. and Title of Redemption
Securities Provisions(3) Cost Value(2)
---------- ------------ ---------- ----------
<S> <C> <C> <C>
6 Mississippi Bus. Fin. Corp., Ind. Dev. 07/01/03 $ 1,528,485 $ 1,521,765
Rev. Bonds (T,T & W Farm Products, @ 103.000
Inc., Proj.), Ser. 1995 (Deposit
Guaranty National Bank, Jackson, MS
- Letter of Credit) (AMT) (4) (6)
7 North Carolina Eastern Mun. Pwr. Agy., 01/01/03 946,552 959,985
Rfdg. Ser. 1993 B @ 102.000
8 The City of New York, NY, G.O. Bonds, 08/01/04 632,619 666,363
Ser. 1994 A @ 101.500
9 New York State Urban Dev. Corp., Corr. None 935,057 994,288
Fac. Rev. Bonds, Rfdg. Ser. A
10 City of Leander, Williamson Cnty., TX, 08/15/05 772,629 853,484
G.O. Bonds, Ser. 1995 @ 101.000
08/15/05 217,921 233,273
@ 101.000
11 South Plains Regl. Hsg. Auth., TX, 08/01/05 508,095 509,835
Multi-Family Mtge. Rev. Bonds, Ser. @ 102.000
1995 A (Sec. 8 Asstd. Proj.)
12 Tooele Cnty., UT, Hazardous Waste Disp. 08/01/05 1,244,113 1,270,538
Rev. Bonds (Laidlaw Inc./U.S.P.C. Clive @ 102.000
Proj.), Ser. 1995 (Guarantee-Laidlaw
Inc.) (AMT) (4)
---------- ----------
TOTAL $11,966,143 $12,502,469
========== ==========
</TABLE>
See Notes to Portfolio.
D - 7.
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
INVESTMENT GRADE PORTFOLIO (BBB QUALITY OR BETTER),
LONG INTERMEDIATE TERM SERIES,
DEFINED ASSET FUNDS
NOTES TO PORTFOLIO
As of October 31, 1999
(1) The ratings are of the bonds themselves by Standard & Poor's Ratings
Group, or by Moody's Investors Service, Inc., or by Fitch Investors
Service, Inc.; "(a)" indicates that it is a rating of the outstanding
debt obligations of the institution providing a letter of credit or
guarantee. "O" indicates Fitch previously delivered an opinion that
the issue had investment grade characteristics (however, Fitch has not
re-evaluated the bond since the initial date of deposit). "NR"
indicates that Standard & Poor's or Moody's has not rated the bond.
Bond ratings have been furnished by the Evaluator but not confirmed
with the rating agencies.
(2) See Notes to Financial Statements.
(3) Optional redemption provisions, which may be exercised in whole or in
part, are initially at prices of par plus a premium, then subsequently
at prices declining to par. Certain securities may provide for
redemption at par prior or in addition to any optional or mandatory
redemption dates or maturity, for example, through the operation of a
maintenance and replacement fund, if proceeds are not able to be used
as contemplated, the project is condemned or sold or the project is
destroyed and insurance proceeds are used to redeem the securities.
Many of the securities are also subject to mandatory sinking fund
redemption commencing on dates which may be prior to the date on which
securities may be optionally redeemed. Sinking fund redemptions are at
par and redeem only part of the issue. Some of the securities have
mandatory sinking funds which contain optional provisions permitting
the issuer to increase the principal amount of securities called on a
mandatory redemption date. The sinking fund redemptions with optional
provisions may, and optional refunding redemptions generally will,
occur at times when the redeemed securities have an offering side
evaluation which represents a premium over par. To the extent that the
securities were acquired at a price higher than the redemption price,
this will represent a loss of capital when compared with the Public
Offering Price of the Units when acquired. Distributions will
generally be reduced by the amount of the income which would otherwise
have been paid with respect to redeemed securities and there will be
distributed to Holders any principal amount and premium received on
such redemption after satisfying any redemption requests for Units
received by the Fund. The estimated current return may be affected by
redemptions.
(4) Securities that are tax preference items for purposes of the
Alternative Minimum Tax are indicated by "(AMT)".
(5) Bonds with an aggregate face amount of $ 2,535,000 have been
pre-refunded and are expected to be called for redemption on the
optional redemption provision dates shown.
(6) Certain bonds are covered by letters of credit which may expire prior
to the maturity dates of the bonds. Upon expiration of a letter of
credit, the issuer of the bond is obligated to obtain a replacement
letter of credit or call the bond.
D - 8.
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
<TABLE>
<S> <C>
HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free INVESTMENT GRADE PORTFOLIO
Information Supplement (BBB QUALITY OR BETTER)
that gives more details about (A Unit Investment Trust)
the Fund, by calling: ---------------------------------------
The Chase Manhattan Bank This Prospectus does not contain
1-800-323-1508 complete information about the
investment company filed with the
Securities and Exchange Commission in
Washington, D.C. under the:
- Securities Act of 1933 (file no.
333-57547) and
- Investment Company Act of 1940 (file
no. 811-1777).
TO OBTAIN COPIES AT PRESCRIBED RATES--
WRITE: Public Reference Section of the
Commission
450 Fifth Street, N.W., Washington,
D.C. 20549-6009
CALL: 1-800-SEC-0330.
VISIT: http://www.sec.gov.
---------------------------------------
No person is authorized to give any
information or representations about
this Fund not contained in this
Prospectus or the Information
Supplement, and you should not rely on
any other information.
---------------------------------------
When units of this Fund are no longer
available, this Prospectus may be used
as a preliminary prospectus for a
future series, but some of the
information in this Prospectus will be
changed for that series.
UNITS OF ANY FUTURE SERIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
UNTIL THAT SERIES HAS BECOME EFFECTIVE
WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO UNITS CAN BE SOLD IN ANY
STATE WHERE A SALE WOULD BE ILLEGAL.
15138--2/00
</TABLE>
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
LONG-INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
The facing sheet of Form S-6.
The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
The Prospectus.
The Signatures.
The following exhibits:
1.1.1-- Form of Standard Terms and Conditions of Trust Effective as of
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund,
Multi-state Series--48, 1933 Act File No. 33-50247).
4.1 --Consent of the Evaluator.
5.1 --Consent of independent accountants.
9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1 to
Amendment No. 1 to the Registration Statement of Municipal Investment
Trust Fund, Multistate Series--409, 1933 Act File No. 333-81777).
R-1
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
LONG-INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, INVESTMENT GRADE PORTFOLIO, LONG-INTERMEDIATE
TERM SERIES, DEFINED ASSET FUNDS, CERTIFIES THAT IT MEETS ALL OF THE
REQUIREMENTS FOR EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE
485(B) UNDER THE SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE
OF NEW YORK ON THE 16TH DAY OF FEBRUARY, 2000.
SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Board of Directors of Prudential Securities
Incorporated has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: NumberNumber: 333-70593
</TABLE>
GEORGE A. SCHIEREN
JOHN L. STEFFENS
By J. DAVID MEGLEN
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SALOMON SMITH BARNEY INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Salomon Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
333-63417 and
333-63033
</TABLE>
MICHAEL A. CARPENTER
DERYCK C. MAUGHAN
By GINA LEMON
(As authorized signatory for
Salomon Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Numbers:
33-41631 and
333-15919
</TABLE>
ROBERT C. GOLDEN
ALAN D. HOGAN
A. LAURENCE NORTON, JR.
LELAND B. PATON
VINCENT T. PICA II
MARTIN PFINSGRAFF
HARDWICK SIMMONS
LEE B. SPENCER, JR.
BRIAN M. STORMS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)
R-5
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
the Board of Directors of PaineWebber under
Incorporated: the following 1933 Act File
Number: 33-55073
</TABLE>
MARGO N. ALEXANDER
TERRY L. ATKINSON
BRIAN M. BAREFOOT
STEVEN P. BAUM
MICHAEL CULP
REGINA A. DOLAN
JOSEPH J. GRANO, JR.
EDWARD M. KERSCHNER
JAMES P. MacGILVRAY
DONALD B. MARRON
ROBERT H. SILVER
MARK B. SUTTON
By ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR
<TABLE>
<S> <C>
By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Dean Witter Act File Numbers: 33-17085,
Reynolds Inc.: 333-13039, 333-47553 and 333-89045
</TABLE>
BRUCE F. ALONSO
RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
JOHN J. MACK
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
JOHN H. SCHAEFER
THOMAS C. SCHNEIDER
ALAN A. SCHRODER
ROBERT G. SCOTT
By MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-7
EXHIBIT 4.1
STANDARD & POOR'S
A DIVISION OF THE McGRAW-HILL COMPANIES
J. J. KENNY
65 BROADWAY
NEW YORK, N.Y. 10006-2551
TELEPHONE (212) 770-4422
FAX 212/797-8681
Febraury 16, 2000
Frank A. Ciccotto, Jr
Vice President
Tax-Exempt Evaluations
<TABLE>
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Chase Manhattan Bank
4 New York Plaza--6th Floor
New York, New York 10004
</TABLE>
RE: MUNICIPAL INVESTMENT TRUST FUND, INVESTMENT GRADE PORTFOLIO,
DEFINED ASSET FUNDS
Gentlemen:
We have examined the post-effective Amendment to the Registration Statement
File No. 33-57547 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.
In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in our
KENNYBASE database.
You are hereby authorized to file copies of this letter with the Securities
and Exchange Commission.
Sincerely,
FRANK A. CICCOTTO
Vice President
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund, Investment Grade Portfolio, (BBB Quality or
Better), Long-Intermediate Term Series, Defined Asset Funds
We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 33-57547 of our opinion dated January 26, 2000 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
DELOITTE & TOUCHE LLP
New York, N.Y.
February 16, 2000
