GNMA Portfolio Series 17
File No. 33-26230
Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive
office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
The Registrant has registered an indefinite number of
Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940,
as amended. On February 28, 1996, the Registrant
filed the Rule 24f-2 Notice for its most recent
fiscal year.
<PAGE>
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. a. Name of Trust ) Front Cover
b. Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Admini-
Trust Agreement ) stration of the Trust
) -- Termination
7. Changes of name ) <F30>
8. Fiscal Year ) Included in Form N-8B-2
9. Litigation ) <F30>
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
a. Type of Securities ) Rights of Unit Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(Registered or Bearer) ) -- Unit Holders
b. Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive) ) from the Interest,
) Principal and Capital
) Gains Accounts
c. Rights of Holders as to ) Rights of Unit Holders --
Withdrawal or Redemption ) Unit Holders; Redemption;
) Public Offering of Units-
) Secondary Market;
) Exchange Option
d. Rights of Holders as to ) Public Offering of Units-
conversion, transfer, etc. ) Secondary Market;
) Exchange Option;
) Redemption; Rights of
) Unit Holders-Unit Holders
e. Lapses or defaults with ) <F30>
respect to periodic payment )
plan certificates )
f. Voting rights as to ) Rights of Unit Holders-
Securities under the ) Certain Limitations;
Indenture ) Administration of the
) Trust -- Amendment; --
) Termination
g. Notice to Holders as to )
change in: )
1. Assets of Trust ) Administration of the
) Trust-Portfolio
) Supervision; The
) Trust-Summary Description
) of the Portfolio
2. Terms and Conditions ) Administration of the
of Trust's Securities ) Trust -- Amendment
3. Provisions of Trust ) Administration of the
) Trust -- Amendment
4. Identity of Depositor ) Resignation, Removal and
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
and Trustee ) Liability -- Regarding
) the Trustee;
) -- Regarding the Sponsor
h. Security Holders consent )
required to change: )
1. Composition of assets ) Administration of the
of Trust ) Trust -- Amendment
2. Terms and conditions ) Administration of the
of Trust's Securities ) Trust -- Amendment
3. Provisions of ) Administration of the
Indenture ) Trust -- Amendment
4. Identity of Depositor ) <F30>
and Trustee )
11. Type of securities comprising ) The Trust-Summary
units ) Description of the
) Portfolio; Objectives and
) Securities Selection;
) -- Special Considerations
12. Type of securities comprising ) <F30>
periodic payment certificates )
13. a. Load, fees, expenses, etc. ) Public Offering of Units-
) Public Offering
) Price;-Volume Discount;
) Exchange Option; Expenses
) and Charges
b. Certain information ) <F30>
regarding periodic payment )
certificates )
c. Certain percentages ) Public Offering of Units-
) Public Offering Price;
) -Profit of Sponsor;
) -Volume Discount;
) Exchange Option
d. Certain other fees, etc. ) Rights of Unit Holders -
payable by holders ) Unit Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e. Certain profits receivable ) Public Offering of Units
by depositor, principal ) -- Profit of Sponsor
underwriters, trustee or )
affiliated persons )
f. Ratio of annual charges ) <F30>
to income )
14. Issuance of trust's securities ) Introduction
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition ) Introduction; Admini-
of underlying securities ) stration of the Trust --
) Portfolio Supervision;
) The Trust -- Objectives
) and Securities Selection;
) -- Summary Description of
) the Portfolio
17. Withdrawal or redemption ) Redemption; Public Offer-
) ing of Units-Secondary
) Market; Exchange Option;
) Rights of Unit Holders
18. a. Receipt and disposition ) Administration of the
of income ) Trust
b. Reinvestment of ) Reinvestment Programs
distributions )
c. Reserves or special fund ) Administration of the
) Trust-Distributions from
) the Interest, Principal
) and Capital Gains
) Accounts
d. Schedule of distribution ) <F30>
19. Records, accounts and report ) Administration of the
) Trust; Resignation,
) Removal and Liability
20. Certain miscellaneous ) Administration of the
provisions of the trust ) Trust -- Amendment;
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
agreement ) -- Termination;
) Resignation, Removal and
) Liability -- Regarding
) the Trustee; -- Regarding
) the Sponsor
21. Loans to security holders ) <F30>
22. Limitations on liability ) Resignation, Removal and
) Liability
23. Bonding arrangements ) Included on Form N-8B-2
24. Other material provisions of ) <F30>
trust agreement )
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor ) Miscellaneous -- Sponsor
26. Fees received by Depositor ) Public Offering of Units-
) Profit of Sponsor
27. Business of Depositor ) Miscellaneous -- Sponsor;
) and included in Form
) N-8B-2
28. Certain information as to ) <F30>
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) <F30>
31. Payments by Depositor for ) <F30>
certain other services )
32. Payments by Depositor for ) <F30>
certain other services )
rendered to trust )
33. Remuneration of employees of ) <F30>
Depositor for certain services )
rendered to trust )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
34. Remuneration of other ) <F30>
persons for certain services )
rendered to trust )
IV. Distribution and Redemption of Securities
35. Distribution of trust's ) Public Offering of Units-
securities by states ) Public Distribution
36. Suspension of sales of ) <F30>
trust's securities )
37. Revocation of authority to ) <F30>
distribute )
38. a. Method of distribution ) Public Offering of Units
b. Underwriting agreements )
c. Selling agreements )
39. a. Organization of principal ) Miscellaneous -- Sponsor
underwriter )
b. N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units-
principal underwriter ) Profit of Sponsor
41. a. Business of principal ) Miscellaneous -- Sponsor
underwriter )
b. Branch officers of principal) <F30>
underwriter )
c. Salesman of principal ) <F30>
underwriter )
42. Ownership of trust's securities ) <F30>
by certain persons )
43. Certain brokerage commissions ) <F30>
received by principal underwriter)
44. a. Method of valuation ) Public Offering of Units
) -- Public Offering Price;
) -- Secondary Market
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Schedule as to offering ) <F30>
price )
c. Variation in offering ) Public Offering of Units-
price to certain persons ) -Volume Discount;
) Exchange Option
45. Suspension of redemption rights ) <F30>
46. a. Redemption valuation ) Public Offering of Units-
) Secondary Market;
) Redemption -- Right of
) Redemption; --
) Computation of Redemption
) Value
b. Schedule as to redemption ) <F30>
price )
47. Maintenance of position in ) See items 10(d), 44 and
underlying securities ) 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation ) Miscellaneous -- Trustee
of Trustee )
49. Fees and expenses of Trustee ) The Trust -- Estimated
) Annual Income and Current
) Return; Expenses and
) Charges
50. Trustee's lien ) Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. a. Name and address of ) <F30>
Insurance Company )
b. Type of policies ) <F30>
c. Type of risks insured and ) <F30>
excluded )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
d. Coverage of policies ) <F30>
e. Beneficiaries of policies ) <F30>
f. Terms and manner of ) <F30>
cancellation )
g. Method of determining ) <F30>
premiums )
h. Amount of aggregate ) <F30>
premiums paid )
i. Who receives any part of ) <F30>
premiums )
j. Other material provisions ) <F30>
of the Trust relating to )
insurance )
VII. Policy of Registrant
52. a. Method of selecting and ) Administration of the
eliminating securities ) Trust -- Portfolio
from the Trust ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
) Description of the
) Portfolio
b. Elimination of securities ) <F30>
from the Trust )
c. Policy of Trust regarding ) Administration of the
substitution and ) Trust -- Portfolio
elimination of securities ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
) Description of the
) Portfolio
d. Description of any ) Administration of the
fundamental policy of the ) Trust -- Portfolio
Trust ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
) Description of the
) Portfolio
53. a. Taxable status of the ) Federal Taxation
Trust )
b. Qualification of the ) <F30>
Trust as regulated )
investment company )
VIII. Financial and Statistical Information
54. Information regarding the ) <F30>
Trust's past ten fiscal years )
55. Certain information regarding ) <F30>
periodic payment plan )
certificates )
56. Certain information regarding ) <F30>
periodic payment plan )
certificates )
57. Certain information regarding ) <F30>
periodic payment plan )
certificates )
58. Certain information regarding ) <F30>
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition; Statement of
) Operations; Statement of
) Changes in Net Assets
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
LOGO
Dean Witter Select
Government Trust
GNMA PORTFOLIO SERIES 17
Standard & Poor's Corporation Rating: AAA
(A Unit Investment Trust)
The objectives of the Trust are to provide safety of capital
and current monthly distributions through investment in a
portfolio consisting of taxable mortgage-backed securities of
the modified pass-through type ("Ginnie Maes"), fully
guaranteed as to principal and interest by the Government
National Mortgage Association ("GNMA"). The full faith and
credit of the United States is pledged to the payment of the
Securities in the Trust. The value of the Units of the Trust
will fluctuate with the value of the portfolio of underlying
Securities. Minimum Purchase: $1,000.
The Initial Public Offering of Units in the Trust has been
completed. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by
purchase from the Trustee of Units tendered for redemption or
in the Secondary Market.
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Read and retain this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and the Units are not
federally insured by the Federal Deposit Insurance Corporation,
Federal Reserve Board, or any other agency.
Prospectus dated August 1, 1996
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.,
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
TABLE OF CONTENTS
Page
Table of Contents................................................. A-1
Summary of Essential Information.................................. A-3
Introduction...................................................... 1
The Trust......................................................... 2
Special Considerations...................................... 2
Summary Description of the Portfolio........................ 5
Government National Mortgage Association.................... 6
Origination................................................. 6
Nature of Ginnie Maes....................................... 8
GNMA Guaranty............................................... 8
Life of the Securities and of the Trust..................... 9
Rating of Units............................................. 11
Objectives and Securities Selection......................... 11
The Units................................................... 12
Estimated Annual Income, Estimated Current
Return and Estimated Long Term Return
per 1,000 Units........................................... 12
Federal Taxation.................................................. 15
Other Taxation.............................................. 18
Retirement Plans.................................................. 18
Public Offering of Units.......................................... 19
Public Offering Price....................................... 19
Public Distribution......................................... 20
Secondary Market............................................ 21
Profit of Sponsor........................................... 22
Volume Discount............................................. 22
Exchange Option................................................... 23
Reinvestment Programs............................................. 25
Redemption........................................................ 27
Right of Redemption......................................... 27
Computation of Redemption Price............................. 28
Postponement of Redemption.................................. 28
Rights of Unit Holders............................................ 29
Unit Holders................................................ 29
Certain Limitations......................................... 29
Expenses and Charges.............................................. 30
Fees........................................................ 30
Other Charges............................................... 30
A-1
<PAGE>
Page
Administration of the Trust....................................... 31
Records and Accounts........................................ 31
Distribution................................................ 31
Distribution of Interest and Principal...................... 32
Reports to Unit Holders..................................... 33
Sponsor........................................................... 34
Trustee........................................................... 36
Evaluator......................................................... 37
Amendment and Termination of the Indenture........................ 38
Legal Opinions.................................................... 39
Auditors.......................................................... 39
Description of Rating............................................. 40
Independent Auditors Report....................................... F-1
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Trustee:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Evaluator:
Muller Data Corporation
395 Hudson Street
New York, New York 10014
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT
CONTAINED IN THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION
NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
STATE.
A-2
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
As of May 31, 1996
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $45,533,738.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER 1,000 UNITS .0163%
NUMBER OF UNITS 50,841,347
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN THE Public Offering Price)<F2> 6.721%
TRUST REPRESENTED BY EACH UNIT 50,841,347
ESTIMATED LONG TERM RETURN (based on
PUBLIC OFFERING PRICE Public Offering Price)<F2> 7.205%
Aggregate bid side evaluation RECORD DATE: The seventeenth day of
of Securities in the Trust $42,653,175.00 each month
Divided by 50,841,347 Units DISTRIBUTION DATE: The twenty-third
multiplied by 1,000 $ 838.95 day of each month
Plus sales charge<F3> of 3.90% of MINIMUM PRINCIPAL DISTRIBUTION:
Public Offering Price (4.058% No distribution need be made from
of net amount invested in the Principal Account if balance
Securities) 34.04 therein is less than $5 per 1,000
Units outstanding
Public Offering Price per 1,000 Units 872.99
TRUSTEE'S ANNUAL FEE (including
Plus undistributed principal and estimated expenses and Evaluator's
net investment income and fee) $1.50 per $1,000 face amount
accrued interest per 1,000 Units 12.75<F1> of underlying Securities $1.50
Adjusted Public Offering Price SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
(per 1,000 Units) $ 885.74 FEE: Maximum of $.25 per $1,000
face amount of underlying Securities .25
SPONSOR'S REPURCHASE PRICE AND
REDEMPTION PRICE PER 1,000 UNITS TOTAL ESTIMATED ANNUAL EXPENSES
(based on bid side evaluation of PER 1,000 UNITS $1.75
underlying Securities, $34.04
less than Adjusted Public EVALUATOR'S FEE FOR EACH EVALUATION:
Offering Price per 1,000 Units) $ 846.22 Minimum of $.20 per issue of Security
(treating separate pools as separate
CALCULATION OF ESTIMATED NET ANNUAL issues)
INTEREST RATE PER 1,000 UNITS
(based on face amount of $1,000
per 1,000 Units) EVALUATION TIME: 3:00 P.M. New York Time
Annual interest rate per 1,000 Units 6.043%
MANDATORY TERMINATION DATE: January 1, 2042
Less estimated annual expenses per
1,000 Units ($1.75) expressed
as a percentage .175% DISCRETIONARY LIQUIDATION AMOUNT: The Trust
may be terminated by the Sponsor if the
Estimated net annual interest rate value of the portfolio of the Trust at any
per 1,000 Units 5.868% time is less than $20,800,000.
<F1>Figure shown includes interest accrued (net of expenses) on the underlying Securities to the expected
date of settlement (normally five business days after purchase) for Units purchased on May 31, 1996. (See
"Estimated Annual Income, Estimated Current Return and Estimated Long Term Return per 1,000 Units" herein.)
<F2>The estimated current return and estimated long term return are increased for transactions entitled to
a reduced sales charge. (See "The Trust - Estimated Annual Income, Estimated Current Return and Estimated
Long Term Return per 1,000 Units" and "Public Offering of Units - Volume Discount" herein.)
<F3>Volume purchasers of Units are entitled to a reduced sales charge. See "Public Offering of Units -
Volume Discount" herein.)
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Government Trust,
GNMA Portfolio Series 17 (the "Trust") is a unit investment
trust composed of taxable Modified Pass-Through Mortgage-Backed
Securities ("Ginnie Maes" or the "Securities"), fully
guaranteed as to principal and interest by the Government
National Mortgage Association ("GNMA"). The Trust was created
under the laws of the State of New York pursuant to an
Indenture (as hereinafter defined). The objectives of the
Trust are to provide safety of capital and to obtain current
monthly distributions of interest and principal through the
investment in Ginnie Maes. All of the Ginnie Maes in the Trust
consist of pools of long term mortgages on 1- to 4-family
dwellings. The Sponsor may in its discretion from time to
time, also deposit additional Securities in the Trust (whereby
additional Units would be offered to the public) provided that
such deposit of additional Securities (the "Additional
Securities") maintains, to the extent practicable, the
proportionate relationship with respect to the principal
amounts of Securities of specified interest rates and ranges of
maturities in the portfolio of the Trust (the "Portfolio") at
the time of the creation of the additional Units.
The guaranteed payment of principal and interest
afforded by Ginnie Maes may make investment in the Trust
suitable for purchase by Individual Retirement Accounts and
pension, profit-sharing and other qualified retirement plans.
In addition, the ability to buy single Units, after an initial
minimum purchase of $1,000, enables such investors to tailor
the dollar amount of their purchases of Units to take maximum
possible advantage of the annual deductions available for
contributions to such plans. Investors should consult their
tax advisors if they are considering participation in any such
plan. (See: "Retirement Plans".)
MONTHLY DISTRIBUTIONS -- Monthly distributions
derived from principal, prepayments of principal, if any, and
interest received by the Trust will be made, on or shortly
after the twenty-third day of each month to each Unit Holder of
record on the seventeenth day of such month. Alternatively,
Unit Holders may elect to have their monthly distributions
reinvested under the Reinvestment Program of the Sponsor.
(See: "Reinvestment Program".)
SECURITIES -- Two different issues of Ginnie Maes
comprise the Portfolio of the Trust as of July 2,1996 in the
following percentages: 6.50% Ginnie Maes having a range of
maturity dates from May 15, 2023 to June 1, 2024 (50.51% of the
aggregate principal amount of the Trust), and 7.00% Ginnie Maes
A-4
<PAGE>
having a range of maturity dates from November 15, 2022 to
June 1, 2024 (49.49% of the aggregate principal amount of the
Trust).
PUBLIC OFFERING PRICE -- The Public Offering Price
per 1,000 Units is equal to the aggregate bid 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 multiplied by 1,000,
plus a sales charge of 4.058% of such bid side evaluation per
1,000 Units (the net amount invested); this results in a sales
charge of 3.90% of the Public Offering Price. Units are
offered at the Public Offering Price plus an amount equal to
the offered Units proportional share of accrued interest on the
underlying Securities to the date of settlement of the Units.
(See: "Public Offering of Units".)
ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM
RETURN -- The Estimated Current Return shows the return based
on the Public Offering Price and is computed by multiplying the
estimated net annual income rate per 1,000 Units (which shows
the return per 1,000 Units based on a $1,000 face amount) by
$1,000 and dividing the result by the Public Offering Price per
1,000 Units (including the maximum sales charge). The
Estimated Current Return does not, however, take into account
timing of distributions of income and any other amounts, nor
any delays in payment, on Units, and only partially takes into
account the effect of premiums paid and discounts realized in
the purchase of Units. Estimated Long-Term Return is the net
annual long-term return to investors holding Units to maturity
and is based on the estimated yield of each underlying Security
in the Portfolio weighted to reflect the estimated life and
market value of each such security, adjusted to reflect the
Public Offering Price, including the maximum sales charge, and
estimated expenses.
The estimated average life for each underlying
Security is used to compute the Estimated Long-Term Return of
the Trust and is a critical factor in such computation. The
expected average life of a Security is the weighted average
time to principal repayment, after taking into account
scheduled amortization and assumed prepayments. The estimated
average life of the Trust is the face value weighted average of
the estimated average life for each Security. In general, if
the Trust has an actual average life shorter than originally
estimated, Estimated Long-Term Return will be higher if the
Securities in the Trust are priced at a discount and lower if
such Securities are priced at a premium. If, however, the
Trust has an actual average life longer than originally
estimated, Estimated Long-Term Return will be lower if the
Securities are priced at a discount and higher if such
Securities are priced at a premium. To calculate estimated
A-5
<PAGE>
average life for each of the Securities, the present average
age of available Ginnie Maes in the marketplace with the same
coupon has been considered; the calculation of estimated
average life is based upon actual recent prepayments, industry
assumptions about prepayments and analysis of several factors
including, among other things, the coupon, the housing
environment, the present interest rate (no change in interest
rate is assumed) and historical trends. For a more detailed
description of the calculation of estimated average life, see:
"The Trust -- Life of the Securities and of the Trust".
The estimated average life for the Trust is subject
to change with changes in the data used in the above-mentioned
assumptions. The actual average life of each of the Securities
and the actual long-term returns can be expected to differ from
the estimated average lives and the estimated long-term
returns. The net annual income rate per 1,000 Units and the
net annual long-term return to investors will also vary with
changes in the fees and expenses of the Trustee, the Sponsor
and the Evaluator and with the exchange, redemption, sale,
substitution, payment, prepayment or maturity of underlying
Securities. Since the Public Offering Price will also vary
with fluctuations in the evaluation of the underlying
Securities, it can be expected that the Estimated Current
Return and the Estimated Long-Term Return will fluctuate in the
future. Market conditions may cause such Public Offering Price
to be greater or less than the amount paid for Units. (See:
"Estimated Annual Income, Estimated Current Return and
Estimated Long-Term Return Per 1,000 Units".)
SECONDARY MARKET FOR UNITS -- The Sponsor, though not
obligated to do so, intends to maintain a market for the Units
based on the aggregate bid side evaluation of the underlying
Securities. (See: "Public Offering of Units -- Secondary
Market".) If such market is not maintained, a Unit Holder will
be able to dispose of his Units through redemption at prices
based on the aggregate bid side evaluation of the underlying
Securities. (See: "Redemption".) Market conditions may cause
such prices to be greater or less than the amount paid for
Units.
MINIMUM PURCHASE -- $1,000.
A-6
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
_______________
INTRODUCTION
The Dean Witter Select Government Trust, GNMA
Portfolio Series 17 (the "Trust") was created on June 22, 1993
(the "Date of Deposit") under the laws of the State of New York
pursuant to a Trust Indenture and Agreement and a related
Reference Trust Agreement dated the Date of Deposit
(collectively, the "Indenture")*, among Dean Witter Reynolds
Inc. (the "Sponsor"), The Chase Manhattan Bank, formerly United
States Trust Company of New York (the "Trustee") and Muller
Data Corporation (the "Evaluator"). The Sponsor is a principal
operating subsidiary of Dean Witter, Discover & Co. ("DWDC"), a
publicy traded corporation. (See: "Sponsor".) The purpose
and objectives of the Trust are to provide investors with
safety of capital and current monthly distributions derived
from interest and principal payments received by the Trust with
respect to a fixed portfolio of Securities (the "Portfolio"),
consisting of Mortgage Participation certificates, which are
taxable mortgage-backed Securities of the modified pass-through
type ("Ginnie Maes"), issued and guaranteed by the Government
National Mortgage Association ("GNMA") and backed by the full
faith and credit of the United States.
The Trust was created simultaneously with the deposit
of the Securities (as defined below in "The Trust -- Summary
Description of the Portfolio") with the Trustee and the
execution of the Indenture. The Trustee then immediately
delivered to the Sponsor certificates of beneficial interest
(the "Certificates") representing the units (the "Units")
comprising the entire ownership of the Trust. Through this
Prospectus, the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public.
The holders of Certificates (the "Unit Holders") will have the
right to have their Units redeemed at a price based on the
aggregate bid side evaluation of the Securities (the
"Redemption Price") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes
to maintain. In addition, the Sponsor may offer for sale,
through the Prospectus, Units which the Sponsor may have
repurchased in the secondary Market or upon the tender of such
Units for redemption.
_________________________
* Reference is hereby made to said Indenture and any statements
contained herein are qualified in their entirety by the provisions of
said Indenture.
-1-
<PAGE>
The Sponsor is permitted under the Indenture to
deposit additional Securities (the "Additional Securities"),
which may result in a potential corresponding increase in the
number of Units outstanding (the "Additional Units"). Such
Additional Units may be continuously offered for sale to the
public by means of this Prospectus. The Sponsor anticipates
that any Additional Securities deposited in the Trust
subsequent to the initial Date of Deposit in connection with
the sale of these Additional Units will maintain, as far as
practicable, the proportionate relationship between the
principal amounts of Ginnie Maes of specified interest rates
and ranges of maturities in the Portfolio at the time of the
creation of the Additional Units. Precise duplication of this
original proportionate relationship may not be possible because
fractions of Ginnie Maes may not be purchased, but duplication
will continue to be the goal in connection with the deposit of
any such Additional Securities. Any deposit by the Sponsor of
Additional Securities will attempt to duplicate this original
proportionate relationship between principal amounts of Ginnie
Maes of specific interest rates and ranges of maturities in the
Portfolio established on the Date of Deposit.
On July 2, 1996, each Unit represented the fractional
undivided interest in the Securities and net income of the
Trust set forth under "Summary of Essential Information".
Because regular payments and prepayments of principal are to be
received and certain of the Securities from time to time may be
redeemed or will mature in accordance with their terms or may
be sold under certain circumstances described herein and
because Additional Securities may be deposited into the Trust
from time to time, the Trust is not expected to retain its
present size and composition. Units will remain outstanding
until redeemed upon tender to the Trustee by any Unit Holder
(which may include the Sponsor) or until the termination of the
Trust pursuant to the Indenture.
On July 2, 1996, the Trust consisted of the
Securities listed under "Schedule of Portfolio Securities",
herein, together with accrued and undistributed interest
thereon. The Trustee has not participated in the selection of
Securities for the Trust, and neither the Sponsor nor the
Trustee will be liable in any way for any default, failure or
defect in any Securities.
THE TRUST
Special Considerations
An investment in Units of the Trust should be made
with an understanding of the risks which an investment in fixed
rate debt obligations may entail, including the risk that the
value of the Portfolio, and hence of the Units, will decline
-2-
<PAGE>
with increases in interest rates. The value of the underlying
Securities will fluctuate inversely with changes in interest
rates. In addition, the potential for appreciation of the
underlying Securities, which might otherwise be expected to
occur as a result of a decline in interest rates, may be
limited or negated by increased principal prepayments on the
underlying mortgages. In recent years, the national economy
has experienced significant variations in rates of inflation
and economic growth, substantial increases in the national
debt, substantial increase in reliance upon foreign investors
to finance the national debt, and material reformulations of
Federal tax, monetary and regulatory policies. These
conditions have been associated with wide fluctuations in
interest rates and thus in the value of fixed rate debt
obligations. The Sponsor cannot predict whether such
fluctuations will continue in the future. For a discussion of
certain additional risks related to Ginnie Maes, see:
"Government National Mortgage Association", "Nature of Ginnie
Maes" and "GNMA Guaranty".
The market value of mortgage-backed securities,
including the Securities in the Portfolio, is determined by a
variety of additional factors, including: (i) the prevailing
structure and the direction of trends in the yield curve,
particularly for U.S. Treasury obligations, and the spread
between the yields for U.S. Treasury obligations and the
Securities; (ii) the level of and trends in housing
construction activity and mortgage loan originations, which
indirectly affect the amount of securitized mortgages in the
market; (iii) the demand for and new originations of derivative
mortgage-backed security products, such as real estate mortgage
investment conduits ("REMICs") and collateralized mortgage
obligations ("CMOs"); (iv) the demand for mortgage-backed
securities for the investment portfolios of banking and thrift
institutions, which could be adversely affected by changes in
the treatment of the Securities in capital-based risk
guidelines adopted by Federal regulatory agencies to comply
with provisions of the Financial Institutions Reform, Recovery
and Enforcement Act; (v) market perceptions as to the risk of
massive sales of mortgage-backed securities by savings and loan
associations, which are insolvent, financially ailing or
otherwise required to restructure their portfolios to reduce
interest rate risk or shrink assets; and (vi) market reaction
to the insolvency or liquidation of major servicer/lenders or
private mortgage insurers participating in the programs related
to the Securities and consequent financial losses experienced
by GNMA.
No assurance can be given that the existing reserves
for losses in the programs administered by GNMA will be
sufficient to meet future needs, and enable GNMA to forbear
requesting financial assistance from the Secretary of the
-3-
<PAGE>
Treasury pursuant to its established line of credit. The
Sponsor is unable to predict what effect, if any, such a
request would have on the market value of the Securities. For
a discussion of certain additional risks related to Ginnie
Maes, see: "Government National Mortgage Association", "Nature
of Ginnie Maes" and "GNMA Guaranty".
The Securities in the Portfolio were chosen in part
on the basis of their respective stated maturity dates. The
ranges of maturity dates of each of the Securities contained in
the Portfolio are shown on the "Schedule of Portfolio
Securities". (See: "The Trust -- Life of the Securities and
of the Trust".)
The Trust may be an appropriate medium for investors
who desire to invest in a portfolio of taxable fixed income
securities offering the safety of capital provided by an
investment guaranteed by the Government National Mortgage
Association but who do not wish to invest the minimum $25,000
which is required for a direct investment in initially issued
Ginnie Maes. Ginnie Maes are backed by the full faith and
credit of the United States. Investors in the Trust may find
it advantageous to elect to reinvest the monthly distributions
expected to be made by the Trust, under the Reinvestment
Program of the Sponsor. (See: "Reinvestment Programs".)
Certain of the Securities in the Trust may have been
acquired 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 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.
-4-
<PAGE>
Summary Description of the Portfolio
The Portfolio consists of Ginnie Maes fully
guaranteed as to payments of principal and interest by GNMA.
As used herein, the term "Securities" includes all Ginnie Maes
deposited in the Trust listed under "Schedule of Portfolio
Securities", herein, and any additional Ginnie Maes which may
be acquired and held by the Trust in the circumstances
permitted by the provisions of the Indenture.
Each group of Ginnie Maes described herein as having
a specified range of maturities includes individual
mortgage-backed securities which have varying ranges of
maturities within the range specified in "Summary of Essential
Information". Each such group of Ginnie Maes is described as
one category of securities because current market conditions
accord no difference in price among the individual Ginnie Mae
securities within such group on the basis of the difference in
the maturity dates of each Ginnie Mae. As long as this market
condition prevails, a purchase of Ginnie Maes with the same
coupon rate and a maturity date within the range mentioned
above will be considered an acquisition of the same Security.
In the future, however, a difference in maturity could affect
the market value of the individual Ginnie Maes. At such time,
any additional purchases by the Trust will take into account
the maturities of the individual Securities.
The mortgages underlying a Ginnie Mae may be prepaid
at any time without penalty. A lower or higher return on Units
may occur depending on whether the price at which the
respective Ginnie Maes were acquired by the Trust is lower or
higher than par (which represents the price at which such
Ginnie Maes will be redeemed upon prepayment). Redemption of
premium Ginnie Maes at par pursuant to prepayments of mortgages
will operate to lower the current return on Units outstanding
at that time, since premium Ginnie Maes normally carry higher
interest coupons than par or discount Ginnie Maes. If mortgage
rates decline in the future, such prepayments may occur with
increasing frequency because, among other reasons, mortgagors
may be able to refinance their outstanding mortgages at lower
interest rates. The inclusion of the sales charge on Units,
when added to the aggregate offering side evaluation of Ginnie
Maes purchased at a slight discount may increase the purchase
price of Units to a price greater than par, resulting in a
reduction of current return and a loss to Unit Holders in the
event redemption, payment or prepayment of Ginnie Maes occurs.
(See: "The Trust -- Life of the Securities and of the Trust".)
Set forth below is a brief description of the current
method of origination of Ginnie Maes; the nature of such
securities, including the guaranty of GNMA; the basis of
selection and acquisition of the Ginnie Maes included in the
-5-
<PAGE>
Portfolio; and the expected life of the Ginnie Maes and the
Trust. The "Schedule of Portfolio Securities" contains
information concerning the coupon rates and range of stated
maturities of the Ginnie Maes in the Trust.
Government National Mortgage Association
The Government National Mortgage Association ("GNMA")
is a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development
("HUD") with its principal office at 451 Seventh Street, S.W.,
Washington, D.C. 20410. GNMA was created in 1968 through
amendment of Title III of the National Housing Act. Under the
provisions of the Housing and Urban Development Act of 1968,
the Federal National Mortgage Association ("FNMA"), originally
established in 1938, was rechartered as a private corporation
to provide secondary market support for the private residential
mortgage market. GNMA was established to administer mortgage
support programs which could not be carried out in the private
market.
The National Housing Act and other Federal
legislation bearing on GNMA is subject to amendment by Congress
in a fashion that could materially affect the scope of GNMA's
activities and operations.
The Mortgage-Backed Securities ("MBS") Program is
GNMA's most important ongoing activity. The MBS program was
initially authorized in 1968 to increase liquidity in the
secondary mortgage market and attract new sources of capital
for residential loans. Through the MBS program, GNMA
guarantees privately issued securities backed by pools of
mortgages insured by the Federal Housing Administration ("FHA")
and guaranteed by the Veterans Administration ("VA"). Certain
mortgage loans guaranteed by the Farmers Home Administration
("FmHA") are also eligible collateral.
GNMA is also subject to certain operating risks,
including fraudulent activity in connection with mortgage
originations and applications for a GNMA commitment; increasing
numbers of defaults by lender-servicers, such as the default of
Guardian Bank N.A. in June 1989; and the financial instability
of the savings and loan industry. GNMA has been experiencing
significant losses in connection with the VA-guaranteed and
FHA-guaranteed mortgage programs and the mobile home insurance
program.
Origination
The Ginnie Maes included in the Portfolio are backed
by the indebtedness secured by underlying mortgage pools of
long-term mortgages for 1- to 4-family dwellings (having a
-6-
<PAGE>
stated maturity of up to 30 years). In general, the mortgages
in these pools provide for monthly payments over the life of
the mortgage (aside from prepayments) designed to repay the
principal of the mortgage over such period, together with
interest at the fixed rate on the unpaid balance. The pool of
mortgages which is to underlie a particular new issue of Ginnie
Maes is assembled by the proposed issuer of such Ginnie Maes,
typically a mortgage banking firm, savings institution or
commercial bank. The issuer is responsible for acquiring,
originating and servicing the mortgages; and for marketing the
Ginnie Maes. An issuer of Ginnie Maes must be an FHA-approved
mortgagee, an approved GNMA/FNMA servicer, and meet certain net
worth requirements established by GNMA. If homeowners fail to
make timely payments on their mortgages, the issuers of Ginnie
Maes, using their own resources, must advance the scheduled
payments to the registered holders.
The mortgages which are to comprise a new Ginnie Mae
pool may have been originated by the issuer itself in its
capacity as a mortgage lender, or may be acquired by the issuer
from a third party. Such third party may be another mortgage
banker, a banking institution, the Veterans Administration
(which in certain instances acts as a direct lender and thus
originates its own mortgages) or one of several other
governmental agencies. All mortgages in any given pool are
FHA-insured, FmHA-insured, or VA-guaranteed. Such mortgages
will have a date for the first scheduled monthly payment of
principal that is not more than one year prior to the date on
which GNMA issues its guaranty commitment described below, will
have comparable interest rates and maturity dates, and will
meet additional criteria of GNMA.
To obtain a GNMA commitment to guarantee securities,
an approved issuer will file with GNMA an application
containing information about itself, describing generally the
pooled mortgages, and requesting that GNMA approve the issue
and issue its commitment (subject to GNMA's satisfaction with
the mortgage documents and other relevant documentation) to
guarantee the timely payment of principal of and interest on
the Ginnie Maes to be issued by the issuer. If the application
is in order, GNMA will issue its commitment, and will assign a
GNMA pool number to the pool. Upon completion of the required
documentation (including detailed information as to the
underlying mortgages, a custodial agreement with a Federal or
state regulated financial institution satisfactory to GNMA
pursuant to which the underlying mortgages will be held in
safekeeping, and a detailed guaranty agreement between GNMA and
the issuer), the issuance of the Ginnie Maes is permitted.
When the Ginnie Maes are issued, GNMA will endorse its guaranty
thereon. The aggregate principal amount of Ginnie Maes issued
will be equal to the then aggregate unpaid principal balances
of the pooled mortgages. The interest rate borne by newly
-7-
<PAGE>
issued Ginnie Maes is currently fixed at 1/2 of 1% below the
interest rate of the pooled 1- to 4-family mortgages, the
differential being applied to the payment of servicing and
custodial charges as well as GNMA's guaranty fee.
Nature of Ginnie Maes
All of the Ginnie Maes in the Portfolio are Modified
Pass-Through Mortgage-Backed Securities. Payment of principal
of and interest on the Ginnie Maes will be made in monthly
installments. All installments are applied first to interest
and then in reduction of principal balance then outstanding.
Interest is paid at the specified rate on the unpaid portion of
the principal. The amount of principal due on the Ginnie Maes
is in an amount equal to the scheduled principal amortization
currently due on the pooled mortgages. However, payment of
principal and interest is subject to adjustment by reason of
any prepayments or other early or unscheduled recoveries of
principal on the pooled mortgages. In any event, the issuer
will pay to the holders of the Ginnie Maes monthly installments
of not less than the interest due at the specified rate,
together with any scheduled installments of principal whether
or not collected from the mortgagor and any prepayments or
early recovery of principal.
The Ginnie Maes in the Portfolio are guaranteed as to
timely payment of principal and interest by GNMA. Funds
received by the issuers on account of the mortgages backing the
Ginnie Maes in the Portfolio are intended to be sufficient to
make the required payments of principal of and interest on such
Ginnie Maes but, if such funds are insufficient for that
purpose, the guaranty agreements between the issuers and GNMA
require the issuers to make advances sufficient for such
payments. If the issuers fail to make such payments, GNMA will
do so.
Ginnie Maes are based upon and backed by the
aggregate indebtedness secured by the underlying FHA-insured,
FmHA-insured or VA-guaranteed mortgages and, except to the
extent of funds received by the issuers on account of such
mortgages, Ginnie Maes do not constitute a liability of nor
evidence any recourse against such issuers; recourse thereon is
solely against GNMA. Holders of Ginnie Maes (such as the
Trust) have no security interest in or lien on the underlying
mortgages.
GNMA Guaranty
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 securities which are based on and
backed by a pool composed of mortgages insured by the Federal
-8-
<PAGE>
Housing Administration under the National Housing Act, as
amended, or insured by the Farmer's Home Administration under
Title V of the Housing Act of 1949 or guaranteed by the
Veterans Administration under the Servicemen's Readjustment Act
of 1944, as amended, or Chapter 37 of Title 38, United States
Code. Section 306(g) provides further that "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 any guaranty
under this subsection." An opinion, dated December 9, 1969, of
William H. Rehnquist, Assistant Attorney General of the United
States, states that such guaranties under Section 306(g) of
Ginnie Maes are authorized to be made by GNMA and "would
constitute general obligations of the United States backed by
its full faith and credit."*
GNMA, in its corporate capacity under Section 306(d)
of Title III of the National Housing Act, may issue, and has
warranted to the holders of Ginnie Maes that, if necessary, it
will issue, to the United States Treasury its general
obligations in an amount outstanding at any one time sufficient
to enable GNMA, with no limitations as to amount, to perform
its obligations under its guaranty. The Treasury Department is
authorized to purchase any obligations so issued, and has
indicated that it will make loans to GNMA, if needed, to
implement the aforementioned guaranty.
GNMA does not guarantee yield or price, nor does it
guarantee payment to, or recoveries by, investors in funds or
trusts (such as the Trust). Claims to GNMA can be made by
registered holders (such as the Trust) of GNMA certificates,
and not by beneficial owners.
The GNMA guaranty referred to herein relates only to
payment of principal of and interest on the Ginnie Maes in the
Portfolio and not to the Units of the Trust offered hereby.
Life of the Securities and of the Trust
Monthly payments of principal will be made, and
additional prepayments of principal may be made, to the Trust
in respect of the mortgages underlying the Ginnie Maes in the
Portfolio. All of the mortgages in the pools relating to the
Ginnie Maes in the Portfolio are subject to prepayment without
any significant premium or penalty at the option of the
mortgagors. While the mortgages on 1- to 4-family dwellings
_________________________
* Any statement in this Prospectus that a particular Security is backed
by the full faith and credit of the United States is based upon the
opinion of an Assistant Attorney General of the United States and
should be so construed.
-9-
<PAGE>
underlying the Ginnie Maes have a stated maturity of up to 30
years, it has been the experience of the mortgage industry that
the average life of comparable mortgages, owing to prepayments,
refinancings and payments from foreclosures is considerably
less.
In the mid-1970's, published yield tables for Ginnie
Maes utilized a 12 year average life assumption for Ginnie Mae
pools of 25-30 year mortgages on 1- to 4-family dwellings.
This assumption was derived from the FHA experience relating to
prepayments on such mortgages during the period from the
mid-1950's to the mid-1970's. This 12 year average life
assumption was calculated in respect of a period during which
mortgage lending rates were fairly stable. The assumption now
may no longer be an accurate measure of the average life of
Ginnie Maes or their underlying single family mortgage pools.
However, current yield tables, published in 1981, still utilize
the 12 year average life assumption and Ginnie Maes continue to
be traded based on this assumption. By comparison, the Federal
Home Loan Mortgage Corporation in September 1988 reduced its
estimate of the weighted average life of the conventional
mortgages in its portfolio to 8.5 years for loans with
scheduled maturities of 25 to 30 years and to 6 years for loans
with scheduled maturities of 15 years. The principal repayment
behavior of any individual mortgage will likely vary from this
estimate. A major determinant of prepayment behavior is the
size of the difference between the borrower's mortgage rate and
prevailing interest rates on fixed-rate mortgages. For
borrowers with fixed-rate mortgages, prepayments will
accelerate when borrowers' mortgage rates are above current
fixed-rate mortgage interest rates and slow when their
fixed-rates are below market rates. However, some prepayments
of lower coupon mortgages may occur even when fixed-rate
mortgage rates are only slightly above the lower coupon
mortgages' rates, because a borrower may wish to refinance and
receive cash for equity value in a property.
A number of additional factors, including homeowners'
mobility, change in family size and mortgage market interest
rates will affect the average life of the Ginnie Maes in the
Portfolio. Accordingly, there can be no assurance that the
prepayment levels which will be actually realized will conform
to the experience of the FHA, other mortgage lenders or other
Ginnie Mae investors. It is not possible to meaningfully
predict prepayment levels regarding the Ginnie Maes in the
Portfolio. Therefore, the termination of the Trust might be
accelerated as a result of prepayments made as described
herein.
In addition to prepayments as described above, sales
of Securities in the Portfolio under certain permitted
circumstances may result in an accelerated termination of the
-10-
<PAGE>
Trust. Also, it is possible that, in the absence of a
secondary market for the Units or otherwise, redemptions of
Units may occur in sufficient numbers to reduce the Portfolio
to a size resulting in such termination. Early termination of
the Trust may have important consequences to the Unit Holders;
e.g., to the extent that Units were purchased with a view to an
investment of longer duration, the overall investment program
of the investor may require readjustment; or the overall return
on investment may be less or greater than anticipated,
depending in part on whether the purchase price paid for Units
represented the payment of an overall premium or a discount,
respectively, above or below the stated principal amounts of
the underlying mortgages; and/or the proceeds of the sale of
the Securities sold may be less than the value of such
Securities at the time a Unit Holder purchased Units, possibly
resulting in a loss to such Unit Holder.
Rating of Units
Standard & Poor's Corporation has rated the Units of
the Trust "AAA". This is the highest rating assigned by
Standard & Poor's Corporation. (See: "Description of
Rating".) Standard & Poor's Corporation has been compensated
by the Sponsor for its services in rating Units of the Trust.
Objectives and Securities Selection
In selecting Securities for deposit in the Trust, the
following factors, among others, were considered by the
Sponsor: (i) the types of such securities available; (ii) the
prices and yields of such securities relative to other
comparable securities; and (iii) the maturities of such
securities.
The Trust consists of the unamortized principal
amount of the Securities listed under "Schedule of Portfolio
Securities", herein, as may continue to be held from time to
time in the Trust and any additional Securities acquired and
held by the Trust pursuant to the provisions of the Indenture
(including provisions with respect to deposits into the Trust
of Additional Securities in connection with the issuance of
Additional Units) together with accrued and undistributed
interest thereon and undistributed cash representing payments
and prepayments of principal and proceeds realized from the
disposition of Securities. Neither the Sponsor nor the Trustee
shall be liable in any way for any default, failure or defect
in any of the Securities.
Because regular payments of principal and prepayments
of principal are to be received and certain of the Securities
from time to time may be redeemed or will mature in accordance
with their terms or may be sold under certain circumstances
-11-
<PAGE>
described herein, the Trust is not expected to retain its
present size and composition. The Indenture permits the
Sponsor to increase the size of the Trust and the number of
Units thereunder by the deposit of Additional Securities and
the issuance of a corresponding number of Additional Units.
The Units
On July 2, 1996, each Unit represented the fractional
undivided interest in the Trust set forth under "Summary of
Essential Information". Thereafter, if any Units are redeemed
by the Trustee, the face amount of Securities in the Trust will
be reduced by amounts allocable to redeemed Units, and the
fractional undivided interest represented by each Unit in the
balance will be increased, although the actual interest in the
Trust represented by each Unit will remain unchanged. However,
if additional Units are issued by the Trust (through deposit by
the Sponsor of Additional Securities in connection with the
issuance of Additional Units), the aggregate value of
Securities in the Trust will be increased by amounts allocable
to Additional Units, and the fractional undivided interest
represented by each Unit in the balance will be decreased,
although the actual interest in the Trust represented by each
Unit will remain unchanged. Units will remain outstanding
until redeemed upon tender to the Trustee by any Unit Holder
(which may include the Sponsor) or until the termination of the
Trust itself (see: "Redemption" and "Amendment and Termination
of the Indenture -- Termination").
Estimated Annual Income, Estimated Current Return and Estimated
Long-Term Return Per 1,000 Units
On July 2, 1996, the estimated net annual income per
1,000 Units was estimated to be the amount set forth above
under "Summary of Essential Information". This figure is
computed by dividing the total gross annual interest income
expected to be received by the Trust by the number of Units
outstanding on such date, less estimated annual fees and
expenses of the Trustee, the Sponsor and the Evaluator,
multiplied by 1,000 Units. Thereafter, the net annual income
per 1,000 Units will change whenever Securities mature, are
redeemed, sold, paid, prepaid, exchanged or as substitute or
additional Securities are deposited into the Trust, as the
expenses of the Trust change or if there is a default on an
underlying Security and the GNMA does not pay principal and
interest at the time and in the amount called for by the
Security in default. The fees of the Trustee and the Evaluator
are subject to change without the consent of Unit Holders.
(See: "Expenses and Charges".)
Interest on the Securities, less estimated expenses
of the Trust, is expected to accrue at the daily rate shown
-12-
<PAGE>
under "Summary of Essential Information", herein. This rate
will change as Securities mature, are redeemed or are sold,
paid, prepaid or exchanged or as substitute or additional
Securities are deposited into the Trust, or as the expenses of
the Trust change.
Payments received on the mortgages underlying the
Securities in the Portfolio will consist of a portion
representing interest and a portion representing principal.
Although the aggregate monthly payment made by the obligor on
each mortgage remains constant (aside from optional prepayments
of principal), in the early years the larger proportion of each
such payment will represent interest, while in later years, the
proportion representing interest will decline and the
proportion representing principal will increase. However, by
reason of optional prepayments, principal payments in the
earlier years on the mortgages underlying the Securities may be
substantially in excess of those required by the amortization
schedules of such mortgages. Therefore, principal and interest
payments in later years may be substantially less since the
aggregate unpaid principal balances of such underlying
mortgages may have been greatly reduced. To the extent that
the underlying mortgages bearing higher interest rates in the
Portfolio are prepaid faster than the other underlying
mortgages, the net annual interest rate per 1,000 Units and the
current return with respect to the Units can be expected to
decline. Monthly payments to the Unit Holders will reflect all
of the foregoing factors.
On July 2, 1996, the estimated current return was as
set forth under "Summary of Essential Information", herein. As
the Public Offering Price will vary due to fluctuations in the
offering prices of the Securities and the net annual income per
1,000 Units may change with events discussed above, it may be
expected that such events will be reflected in a change in the
estimated current return. In addition, the estimated current
return will be higher for purchasers entitled to a reduced
sales charge.
The Estimated Current Return and the Estimated
Long-Term Return on July 2, 1996, are set forth under "Summary
of Essential Information", herein, and give different
information about the return to investors. Estimated Current
Return on a Unit represents return based on the Public Offering
Price and the maximum applicable sales charge and is computed
by multiplying the estimated net annual interest rate per 1,000
Units (which shows the return per 1,000 Units based on $1,000
face amount) by $1,000 and dividing the result by the Public
Offering Price per 1,000 Units (including the maximum sales
charge but not including accrued interest on the Securities).
Estimated Current Return does not take into account timing of
distributions of income and other amounts (including delays) on
-13-
<PAGE>
Units, and it only partially reflects the effect of premiums
paid and discounts realized in the purchase price of Units.
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 Trust. The Estimated
Long-Term Return represents an average of the yields to
estimated average life of the securities in the Portfolio and
is adjusted to reflect expenses and sales charges. The
estimated long-term return figure is calculated by the Sponsor
in the manner discussed below, using an estimated average life
for each of the Securities. Estimated average life is an
essential factor in the calculation of Estimated Long-Term
Return. When the Trust has a shorter average life than is
estimated, Estimated Long-Term Return will be higher if the
Trust contains securities priced at a discount and lower if the
securities are priced at premium. Conversely, if the Trust has
a longer average life than is estimated, Estimated Long-Term
Return will be lower when the securities are priced at a
discount and higher if the securities are priced at a premium.
In order to calculate estimated average life of each of the
Securities, an assumption about the present average life of the
Securities available in the marketplace with the same coupon
was made. With this assumption, an annualized prepayment rate
for the mortgages underlying the Securities can be estimated.
Such estimation includes consideration of recent payment data,
the coupon, the housing environment, the present interest rate
(no change in interest rate is assumed) and historical trends.
Based upon these factors, an estimated prepayment rate for the
remaining term of the mortgage pool is determined, which is the
basis for calculating the estimated average life. The
estimated average life calculated for the Trust is provided
under the "Summary of Essential Information", herein. Both the
prepayment assumptions and the estimated average life set forth
herein are subject to change with alterations in the data used
in any of the underlying assumptions. Therefore, the actual
average lives of the Securities in the Portfolio and their
actual long term returns will be different from the estimated
average lives and the estimated long-term returns used herein.
In calculating Estimated Long-Term Return, the average yield
for the Portfolio is derived by weighing each security's yield
by the market value of the security and by the amount of time
remaining to the estimated average life. 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. 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.
-14-
<PAGE>
In addition to the Public Offering Price, the price
of a Unit includes the Unit's share of accrued interest on the
Securities. Because the Securities in the Trust accrue
interest on a calendar month basis, accrued interest on the
Securities at any point in time will be greater than the amount
of interest actually received by the Trust and distributed to
Unit Holders. Therefore, the Unit's share of accrued interest
is always added to the value of the Units. If a Unit Holder
sells all or a portion of his Units, he is entitled to receive
his proportionate share of the accrued interest on the
Securities from the purchaser of his Units. Similarly, if a
Unit Holder redeems all or a portion of his Units, the
Redemption Price per Unit will include accrued interest on the
Securities.
The price of Units which settle after the first
Record Date of the Trust will include an item of accrued
interest equal to the interest accrued on the underlying
Securities to the settlement date for Units.
FEDERAL TAXATION
The following discussion offers only a brief outline
of the federal income tax consequences of investing in the
Trust. Investors should consult their own tax advisors for
more detailed information and for information regarding the
impact of state, local or foreign taxes upon such an
investment.
The Trust has elected and intends to continue to
qualify to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). Generally, to qualify as a regulated investment
company for a taxable year the Trust must derive at least 90%
of its income from certain specified sources, including
interest, dividends, gains from the disposition of securities,
and other income derived with respect to its business of
investing in securities. In addition, the Trust must derive
less than 30% of its gross income from the disposition of
securities held for less than three months, must meet certain
diversification criteria regarding Trust investment, and must
distribute annually at least 90% of its investment company
taxable income. For any year in which the Trust qualifies for
taxation as a regulated investment company, the Trust is not
taxed on income distributed to its Unit Holders. If, in any
taxable year, the Trust were to fail to qualify as a regulated
investment company under the Code, the Trust would be taxed for
that year in the same manner as an ordinary corporation and
distributions to its Unit Holders would not be deductible by
the Trust in computing its taxable income. In addition, in the
event of a failure to qualify as a regulated investment company
for a taxable year, that year's Trust distributions, to the
-15-
<PAGE>
extent derived from current or accumulated earnings and
profits, would be taxable to the recipient Unit Holders as
ordinary income even if those distributions might otherwise
have been considered distributions of capital gains.
If the Trust fails to distribute in each calendar
year at least (i) 98% of its ordinary income for such calendar
year and (ii) 98% of its capital gain net income (both
long-term and short-term) for the 12 months ended October 31 of
such calendar year (or December 31, if the Trust qualifies to
so elect and does so), the Trust will be subject to a 4% excise
tax on the undistributed income if income tax on such income
has not been paid by the Trust. In addition, the Trust will be
subject to such excise tax on any portion (not taxed to the
Trust) of the respective 2% balances which are not distributed
during the succeeding calendar year.
If the Trust fails to qualify as a regulated
investment company for any year, it must pay out its earnings
and profits accumulated in that year (less the interest charge
mentioned below, if applicable) and may be required to pay an
interest charge to the Treasury on 50% of such earnings and
profits before it can again qualify as a regulated investment
company.
Generally, distributions paid by the Trust are
treated as received in the taxable year of the distribution;
however, any amounts designated for distribution by the Trust
with respect to October, November or December of any calendar
year as payable to Unit Holders of record on a specified date
in such a month and which are actually paid during January of
the following year, will be treated as received on December 31
of the preceding year. The Indenture requires current
distribution to Unit Holders of the entire net income and net
capital gain, if any, of the Trust and cash proceeds of
redemptions, maturities, or sales representing recovery of cost
(to the extent that the proceeds of sales or other dispositions
are not reinvested or used to redeem Units) of underlying
Securities in the Trust.
Distributions to Unit Holders (other than capital
gain distributions) will be taxable as ordinary income to such
Unit Holders to the extent paid from interest, net short-term
capital gain proceeds, realized market discount and any
original issue discount and accrued market discount includible
in the Trust's gross income for the taxable year with respect
to which the distribution is made less the sum of the Trust's
allocable deductible expenses, amount of accrued interest paid
on the underlying Securities purchased by the Trust and
amortized bond premium. To the extent that distributions to a
Unit Holder with respect to any year are not taxable as
ordinary income, the amount of such distributions will be
-16-
<PAGE>
treated as a return of capital and will reduce the Unit
Holder's basis in his Units and, to the extent that they exceed
his basis, will be generally taxed as a capital gain.
Distributions credited to the account of a Unit Holder will be
taxable as described above whether such amounts are actually
distributed to such Unit Holder or are reinvested.
Individual investors should note that the Code places
a floor of 2% of adjusted gross income on miscellaneous
itemized deductions, including investment expenses. The Code
directs the Secretary of the Treasury to prescribe regulations
prohibiting indirect deduction through a pass-thru entity (such
as the Trust) of amounts not allowable as a deduction under
this rule if paid or incurred directly by an individual.
Temporary Regulations applicable to "nonpublicly
offered regulated investment companies" have been issued.
Under these temporary regulations, in general, (i) specified
expenses of the regulated investment company or, at the
election of the regulated investment company, 40% of its
expenses, exclusive of expenses which are specifically excluded
from miscellaneous itemized deductions if incurred by an
individual, are allocated among its shareholders who are
"affected investors" (i.e., individuals, estates, trusts and
pass-thru entities having such shareholders), and (ii) such
investors are treated as having received or accrued
distributions in an aggregate amount equal to the investor's
share of such expenses and to have incurred investment expenses
in the same aggregate amount. These computations are made on a
calendar year basis and the allocation of such expenses among
affected investors may be done by the regulated investment
company on any reasonable basis (which basis, if utilizing
distributions to affected investors, may exclude some of such
distributions).
The Code provides that the 2% floor rule will not
apply to indirect deductions through a publicly offered
regulated investment company. The term "publicly offered
regulated investment company" is defined as meaning a regulated
investment company the units of ownership of which are
"continuously offered" or regularly traded on an established
securities market or "held by or for no fewer than 500 persons
at all times during the taxable year." The Sponsor believes
that the Trust has qualified as a "publicly offered regulated
investment company" in the past but is unable to state whether
or not the Trust will qualify in the future for treatment as a
"publicly offered regulated investment company."
Gain or loss will be realized by each Unit Holder to
the extent that the proceeds of redemption of his Units (or
distributions received upon liquidation of his Units) exceed or
are less than the Unit Holder's tax cost basis of his Units
-17-
<PAGE>
which are redeemed (or in respect of which the liquidating
distributions are made).
Distributions of net capital gain (designated as such
by the Trust) will be taxable to Unit Holders as long-term
capital gain regardless of the length of time the Units have
been held by a Unit Holder. A redemption of Units will be a
taxable event for a Unit Holder and, depending on the
circumstances, may give rise to gain or loss. Under the Code,
net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) of individuals, estates
and trusts is subject to a maximum nominal tax rate of 28%.
Such net capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption phase-
out.
Information with respect to the Federal income tax
status of each year's distributions will be supplied to Unit
Holders.
The Trust is required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to
holders of Trust Units who fail to provide the Trust with their
correct taxpayer identification numbers or to make required
certifications, or who have been notified by the Internal
Revenue Service that they are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts
withheld may be credited against U.S. federal income tax
liability of a holder of a Trust Unit.
Distributions paid to foreign Unit Holders which do
not constitute income effectively connected with the conduct of
a trade or business within the United States by the distibutee
will be subject to United States federal withholding taxes at a
30% rate or a lesser rate established by treaty unless the
distribution is a capital gain dividend. Foreign Unit Holders
should consult their own tax counsel with respect to United
States tax consequences of ownership of Units.
Other Taxation
Investors are advised to consult their own tax
advisors with respect to the application to their own
circumstances of the above-described general taxation rules and
with respect to the state, local or foreign tax consequences to
them of an investment in Trust Units.
RETIREMENT PLANS
The Units of the Trust may be suited for purchase by
Individual Retirement Accounts and pension, profit-sharing and
other qualified retirement plans. Investors considering
-18-
<PAGE>
participation in any such plan should review specific tax laws
and pending legislation related thereto and should consult
their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of Units is computed by
adding to the aggregate bid price of the Securities in the
Trust, any money in the Interest and Principal Accounts other
than money held to make payments to Unit Holders on a monthly
Distribution Date and amounts representing taxes, fees and
expenses of the Trust and money required to redeem tendered
Units, by dividing such sum by the number of Units outstanding
and then adding a Sales Charge of 4.058% of the net amount
invested. The Sales Charge is 3.90% of the Public Offering
Price. A proportionate share of accrued and undistributed
interest on the Securities to the settlement date for Units
purchased is also added to the Public Offering Price. (See:
"Estimated Annual Income, Estimated Current Return and
Estimated Long-Term Return Per 1,000 Units".) In addition,
amounts necessary to be collected by the Trustee to permit the
Trustee to make equal distributions to all Unit Holders will be
added to the Public Offering Price upon the initial sale of
Additional Units. The Public Offering Price on the date of
this Prospectus or on any subsequent date will vary in
accordance with fluctuations in the evaluation of the
underlying Securities in the Trust.
The aggregate bid prices of the Securities in the
Trust shall be determined for the Trust by the Evaluator in the
following manner: (a) on the basis of current bid prices for
the Securities as obtained from investment dealers or brokers
(including the Sponsor), (b) if bid prices are not available
for the Securities, on the basis of current bid prices for
comparable securities, (c) by determining the value of the
Securities on the bid side of the market by appraisal, or (d)
by any combination of the above. Evaluations made for purposes
of secondary market transactions by the Sponsor will be made on
the bid side of the market on each business day as of the
Evaluation Time, effective for all sales made during the
preceding 24-hour period. Evaluations, for purposes of
redemptions by the Trustee, will be made each business day as
of the Evaluation Time, effective for all redemptions made
subsequent to the last preceding determination.
There is a period of a few days (usually about ten
business days), beginning on the first day of each month,
during which the total amount of payments (including
prepayments, if any) of principal for the preceding month on
-19-
<PAGE>
the various mortgages underlying each of the Ginnie Maes in the
Portfolio will not yet have been reported by the issuer and
made generally available to the public. During this period,
the precise principal amount of the underlying mortgages
remaining outstanding for each Ginnie Mae in the Portfolio, and
therefore the precise principal amount of such Security, will
not be known, although the precise principal amount outstanding
for the preceding month will be known. Therefore, the precise
amount of principal to be acquired by the Trustee as a holder
of such Securities and distributed to Unit Holders with the
next monthly distribution will not be known. The Sponsor does
not expect that the amounts of such prepayments and the
differences in such principal amounts from month to month will
be material in relation to the Trust due to the number of
mortgages underlying each Ginnie Mae and the number of such
Securities in the Trust. However, there can be no assurance
that they will not be material. For purposes of the
determination by the Evaluator of the bid prices of the Ginnie
Maes in the Portfolio and for purposes of calculations of
accrued interest with respect to the Units, during the period
in each month prior to the time when the precise amounts of
principal of the Ginnie Maes for the month become publicly
available, the Evaluator will base its evaluations and
calculations (which are the basis for calculations of the
Public Offering Price, the Sponsor's Repurchase Price and the
Redemption Price per Unit) upon the principal amount
outstanding for the preceding month. The Sponsor expects that
the differences in such principal amounts from month to month
will not be material to the Trust. Nevertheless, the Sponsor
will attempt to adopt procedures as to pricing and evaluation
for the Units of the Trust, with such modifications, if any,
deemed necessary by the Sponsor for the protection of the Unit
Holders, upon notice to the Unit Holders, designed to minimize
the impact of such differences upon the calculation of the
Public Offering Price per Unit, the Sponsor's Repurchase Price
per Unit or the Redemption Price per Unit. No assurance can be
given that any such procedures can be successfully designed by
the Sponsor.
On July 2, 1996, the Public Offering Price per 1,000
Units (based on the bid side evaluation of the Securities in
the Trust) exceeded the Sponsor's Repurchase Price per 1,000
Units and the Redemption Price per 1,000 Units (based upon the
bid side evaluation of the Securities in the Trust) by the
amounts set forth in "Summary of Essential Information",
herein.
Public Distribution
Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this
Prospectus at the then current Public Offering Price calculated
-20-
<PAGE>
daily plus accrued interest on the Securities. The Sponsor
intends to qualify Units in states selected by the Sponsor for
sale by the Sponsor and through dealers who are members of the
National Association of Securities Dealers, Inc. In addition,
sales of Units may be made pursuant to distribution
arrangements with certain banks and/or other entities subject
to regulation by the Office of the Comptroller of the Currency
which are acting as agents for their customers. These banks
and/or entities are making Units of the Trust available to
their customers on an agency basis. A portion of the sales
charge paid by these customers is retained by or remitted to
such banks or entities in an amount equal to the fee
customarily received by an agent for acting in such capacity in
connection with the purchase of Units. The Glass-Steagall Act
prohibits banks from underwriting certain securities, including
Units of the Trust; however, this Act does permit certain
agency transactions, and banking regulators have not indicated
that these particular agency transactions are impermissible
under this Act. In Texas, as well as certain other states, any
bank making Units available must be registered as a
broker-dealer in that State.
Secondary Market
While not obligated to do so, it is the Sponsor's
present intention to maintain, at its expense, a secondary
market for Units of this series of the Dean Witter Select
Government Trust and to continuously offer to repurchase Units
from Unit Holders at the applicable Sponsor's Repurchase Price.
(See: "Summary of Essential Information".) The Sponsor's
Repurchase Price is computed by adding to the aggregate of the
bid prices of the Securities in the Trust, any money in the
Interest and Principal Accounts other than money held to make
payments to Unit Holders on a monthly Distribution Date and
money required to redeem tendered Units, plus accrued interest
on the Securities, deducting therefrom expenses of the Trustee,
Sponsor, Evaluator and counsel, and taxes, if any, and then
dividing the resulting sum by the number of Units outstanding,
as of the date of such computation. There is no refund of the
sales charge nor is there any additional sales charge incurred,
when a Unit Holder sells Units back to the Sponsor. Any Units
repurchased by the Sponsor at the Sponsor's Repurchase Price
may be reoffered to the public by the Sponsor at the then
current Public Offering Price, plus accrued interest. Any
profit or loss resulting from the resale of such Units will
belong to the Sponsor.
If the supply of Units exceeds demand (or for any
other business reason), the Sponsor may, at any time,
occasionally, from time to time, or permanently, discontinue
the repurchase of Units of this series at the Sponsor's
Repurchase Price. In such event, although under no obligation
-21-
<PAGE>
to do so, the Sponsor may, as a service to Unit Holders, offer
to repurchase Units at the Redemption Price, a price based on
the current bid prices for the Securities, plus accrued
interest. Alternatively, Unit Holders may redeem their Units
through the Trustee. The Redemption Price per Unit is computed
in the same manner as the Sponsor's Repurchase Price, and is
based on the bid side evaluation of the Securities. There is
no refund of the sales charge, nor is any additional sales
charge incurred, when a Unit Holder redeems Units. If the
Sponsor repurchases Units in the secondary market at the
Redemption Price, it may reoffer these Units in the secondary
market at the Public Offering Price or the Sponsor may tender
Units so purchased to the Trustee for redemption. In no event
will the price offered by the Sponsor for the repurchase of
Units be less than the current Redemption Price of those Units.
(See: "Redemption", herein.)
Profit of Sponsor
The Sponsor may realize profits (or sustain losses)
while maintaining a secondary market in the Units, in the
amount of any difference between the prices at which the
Sponsor buys Units (based on the bid side of the Securities in
the Trust) and the prices at which the Sponsor resells such
Units (such prices include a sales charge) or the prices at
which the Sponsor redeems such Units (based on the bid side of
the Securities in the Trust), as the case may be.
Volume Discount
Although under no obligation to do so, the Sponsor
intends to permit volume purchasers of Units to purchase Units
at a reduced sales charge. The Sponsor may at any time change
the amount by which the sales charge is reduced, or may
discontinue the discount altogether. This discount in the
sales charge is available to volume purchasers of Units due to
the realization of economies of scale in sales effort and sales
related expenses relating to volume purchases.
The sales charge will be reduced pursuant to the
following graduated scale for sales to any person of at least
$100,000:
-22-
<PAGE>
Sales Charge
Percent of Public Percent of Net
Aggregate Value of Units Offering Price Amount Invested
Less than $100,000........ 3.90% 4.058%
$100,000 to $249,999...... 3.50% 3.627%
$250,000 to $499,999...... 3.00% 3.093%
$500,000 to $749,000...... 2.50% 2.564%
$750,000 to $999,999...... 2.00% 2.041%
$1,000,000 or more........ 1.50% 1.523%
The reduced sales charges as shown on the chart above
will apply to all purchases of Units of this Trust only on any
one day by the same person, partnership or corporation (other
than a dealer) in the amounts stated herein.
Units held in the name of the purchaser's spouse or
in the name of a purchaser's child under the age of 21 are
deemed for the purposes hereof to be registered in the name of
the purchaser. The reduced sales charges are also applicable
to a trustee or other fiduciary, including a partnership or
corporation, purchasing Units for a single trust estate or
single fiduciary account.
Sales to dealers will be made at prices which include
a concession as follows:
Sales Charge Dealer Concession
3.90% 2.73%
3.50% 2.45%
3.00% 2.10%
2.50% 1.75%
2.00% 1.40%
1.50% 1.05%
Dealers purchasing certain dollar amounts of Units
during the life of the Trust will be entitled to additional
concession benefits. The dealer concession for secondary
market sales may differ from the concessions set forth in the
above schedule. The Sponsor reserves the right, at any time,
to change the level of dealer concessions.
EXCHANGE OPTION
Unit Holders of any Dean Witter Trust or any holders
of units of any other unit investment trust (collectively,
"Holders") may elect to exchange any or all of their units of
each series of the Dean Witter Select Government Trust for
units of one or more of any series of the Dean Witter Select
Government Trust or for units of any additional Dean Witter
Trusts that may from time to time be made available for such
-23-
<PAGE>
exchange by the Sponsor (the "Exchange Trusts"). Such Units
may be acquired at prices based on reduced sales charge per
Unit. The purpose of such reduced sales charge is to permit
the Sponsor to pass on to the Holder who wishes to exchange
Units the cost savings resulting from such exchange of Units.
The cost savings result from reductions in time and expense
related to advice, financial planning and operational expense
required for the Exchange Option. The following Exchange
Trusts are currently available: the Dean Witter Select
Municipal Trust, the Dean Witter Select Government Trust, the
Dean Witter Select Equity Trust, the Dean Witter Select
Corporate Trust and the Dean Witter Select Investment Trust.
Each Exchange Trust has a different investment
objective; a Holder should read the prospectus for the
applicable Exchange Trust carefully to determine the investment
objective prior to exercise of this option.
This option will be available provided the Sponsor
maintains a secondary market in units of the applicable
Exchange Trust and provided that units of the applicable
Exchange Trust are available for sale and are lawfully
qualified for sale in the state in which the Holder is a
resident. While it is the Sponsor's present intention to
maintain a secondary market for the units of all such trusts,
there is no obligation on its part to do so. Therefore, there
is no assurance that a market for units will in fact exist on
any given date on which a Holder wishes to sell or exchange its
Units; thus there is no assurance that the Exchange Option will
be available to any Holder. The Sponsor reserves the right to
modify, suspend or terminate this option at any time without
further notice to Unit Holders. In the event the Exchange
Option is not available to a Unit Holder at the time such Unit
Holder wishes to exercise it, the Unit Holder will be
immediately notified and no action will be taken with respect
to its Units without further instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any
excess proceeds from the surrender of a Unit Holder's Units
will be returned. Alternatively, Unit Holders will be
permitted to make up any difference between the amount
representing the Units being submitted for exchange and the
amount representing the Units being acquired up to the next
highest number of whole Units.
An exchange of Units pursuant to the Exchange Option
will constitute a "taxable event" under the Code, i.e., a
Holder will recognize a gain or loss at the time of exchange.
A Unit Holder who exchanges Units of one Trust for Units of
another Trust should consult his or her tax advisor regarding
the extent to which such exchange results in the recognition of
a loss for Federal and/or state or local income tax purposes.
-24-
<PAGE>
To exercise the Exchange Option, a Unit Holder should
notify the Sponsor of its desire to use the proceeds from the
sale of its Units to purchase units of one or more of the
Exchange Trusts. If units of the applicable outstanding series
of the Exchange Trust are at that time available for sale, the
Holder may select the series or group of series for which such
Units are to be exchanged. The Holder will be provided with a
current prospectus or prospectuses relating to each series in
which interest is indicated.
The exchange transaction will operate in a manner
essentially identical to any secondary market transaction,
i.e., Units will be repurchased at a price equal to the
aggregate bid side evaluation per Unit of the Securities in the
Portfolio, plus accrued interest. Units of the Exchange Trust
will be sold to the Unit Holder at a price equal to the
evaluation per unit of the securities in that portfolio, plus
accrued interest and the applicable sales charge of $25 (or per
1,000 Units in the case of a unit priced at about $1.00) or
2.50% of the Public Offering Price where the cost per Unit is
significantly less than $1.00. If a Unit Holder has held its
Units for less than a five month period, the sales charge shall
be the greater of (i) $25 or (ii) the difference between the
original sales charge on the Units owned and the sales charge
on the Exchange Trust.
REINVESTMENT PROGRAMS
Unit Holders may elect to have interest
distributions, principal distributions or both interest and
principal distributions with respect to their Units (rounded
down to the nearest dollar) automatically reinvested in either
additional Units of the Trust, without a sales charge, or
shares of the Dean Witter U.S. Government Money Market Trust,
without a sales charge. The Dean Witter U.S. Government Money
Market Trust is composed primarily of high-yielding short-term
government securities that are managed by the InterCapital
Division of the Sponsor. The Unit Holder may participate in
either of the Trust's reinvestment programs (a "Program") by
contacting an account executive of the Sponsor. The Unit
Holder's election must be received by the Trustee at least ten
days prior to the Record Day applicable to any distribution in
order for a Program to be in effect as to such distribution.
Elections may be modified or revoked on similar notice. The
Sponsor may suspend or terminate either or both reinvestment
option(s) at its discretion. Thereafter, distributions
received by the Trust would be distributed in monthly
installments to all Unit Holders.
Such distributions, to the extent reinvested in Units
of the Trust, will be used by the Trustee at the direction of
the Sponsor in one or both of the following manners. (i) The
-25-
<PAGE>
distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The
purchase price payable by the Trustee for each of such Units
will be equal to the applicable Trust evaluation per Unit on
(or as soon as possible after) the close of business on the
Distribution Date. The Units so purchased by the Trustee will
be issued or credited to the accounts of Unit Holders
participating in the Program. (ii) If there are no Units in
the Sponsor's inventory, the Sponsor may purchase additional
Securities in order to maintain, as closely as practical, the
proportionate relationship between the Securities in the Trust
at the time of creation of the additional Units. The
additional securities will be deposited by the Sponsor with the
Trustee in exchange for new Units. The distributions may then
be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable
Trust evaluation per Unit on (or as soon as possible after) the
close of business on the Distribution Date. (See: "Public
Offering -- Public Offering Price".) The Units so purchased by
the Trustee will be issued or credited to the accounts of Unit
Holders participating in the Program.
No fractional Units will be issued under any
circumstances. If, after the maximum number of full Units have
been issued or credited at the applicable price, there remains
a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee shall hold such
cash for the benefit of such Unit Holder and shall apply such
cash on the next Distribution Date, along with any
distributions then made, toward the purchase of additional full
Units in accordance with the Program. The cost of
administering the program will be borne by the Trust and thus
will be borne indirectly by all Unit Holders.
Participation in either of the Programs is
conditioned on such Program's lawful qualification for sale in
the state in which the Unit Holder is a resident. For more
information concerning the Dean Witter U.S. Government Money
Market Trust, the Unit Holder should contact an account
executive of the Sponsor. A Unit Holder who elects to reinvest
distributions in the Dean Witter U.S. Government Money Market
Trust will be sent a prospectus for such trust. The Unit
Holder should read such prospectus carefully before deciding to
participate in this Program. A Unit Holder's election to
participate in either reinvestment program will apply to all
Units of the Trust owned by such Unit Holder.
-26-
<PAGE>
REDEMPTION
Right of Redemption
Units represented by a Certificate may be redeemed at
the Redemption Price, computed as set forth below, upon tender
of such Certificate to the Trustee at its unit investment trust
office in the City of New York, properly endorsed or
accompanied by a written instrument of transfer in form
satisfactory to the Trustee, as set forth in the Certificate,
and executed by the Unit Holder or its authorized attorney. A
Unit Holder may tender his Units for redemption at any time
after the settlement date for purchase, whether or not such
Unit Holder has received a definitive Certificate. The
Redemption Price per Unit is calculated by adding to the
current bid prices for the Securities in the Trust (1) any
money in the Principal Account and Interest Account, other than
money required to redeem tendered Units, (2) a proportionate
share of accrued interest and undistributed interest income on
the Securities not subject to collection and distribution,
determined to the day of tender plus a sum equivalent to the
amount of accrued interest which would have been payable with
respect to such tendered Units to, but not including, the fifth
business day following the date of tender, deducting therefrom
expenses of the Trustee, the Sponsor, the Evaluator and counsel
and taxes, if any, and dividing the resulting sum by the number
of Units outstanding as of the date of such computation. There
is no sales charge incurred when a Unit Holder tenders Units to
the Trustee for redemption. The Unit Holder is entitled to
receive the Redemption Price on the seventh calendar day
following tender. The date of tender is deemed to be the date
on which Units are received by the Trustee, except that as
regards Units received after the Evaluation Time, the date of
tender is the first day after such date on which the New York
Stock Exchange is open for trading, and such Units will be
deemed to have been tendered to the Trustee on such day for
redemption at the Redemption Price computed on that day.
Any amounts to be paid on redemption representing
interest shall be withdrawn from the Interest Account to the
extent funds are available. All other amounts paid on
redemption shall be withdrawn from the Principal Account. The
Trustee is authorized by the Indenture to sell Securities in
order to provide funds for redemption. To the extent
Securities are sold, the size of a Trust will be reduced and
the proportions of types of Securities in the Trust will
change. Such sales may be required at a time when Securities
would not otherwise be sold and might result in lower prices
than might otherwise be realized. Moreover, due to the minimum
principal amount in which Securities may be required to be
sold, the proceeds of such sales may exceed the amount
necessary for payment of Units redeemed. Such excess proceeds
-27-
<PAGE>
will be distributed pro rata to all remaining Unit Holders of
record.
Securities to be sold for purposes of redeeming Units
will be selected from a list supplied by the Sponsor.
Securities will be chosen for this list by the Sponsor on the
basis of such market and credit factors as it may determine are
in the best interest of the Trust. Provision is made under the
Indenture for the Sponsor to specify minimum face amounts in
which blocks of Securities are to be sold in order to obtain
the best price for the Trust.
Computation of Redemption Price
The value of the Trust is determined as of the
Evaluation Time stated under "Summary of Essential
Information", above, and (a) semiannually, on June 30 and
December 31 of each year (or the last business day prior
thereto), (b) on the day on which any Unit is tendered for
redemption and (c) on any other business day desired by the
Trustee or requested by the Sponsor:
(1) by adding: the aggregate bid side evaluation of
Securities in the Trust, as determined by the Evaluator; cash
on hand in the Trust or moneys in the process of being
collected from matured interest coupons or bonds prepaid,
matured or called for redemption, other than money deposited to
purchase Contract Obligations or money credited to the Reserve
Account; and accrued but unpaid interest on the Securities at
the close of business on the date of such Evaluation; and then,
(2) by deducting from the resulting figure: amounts
representing any applicable taxes or governmental charges
payable out of the Trust for the purpose of making an addition
to the reserve account (as defined in the Indenture, the
"Reserve Account"), amounts representing accrued expenses of
the Trust (including, but not limited to, amounts representing
unpaid fees of the Trustee, the Sponsor, bond counsel and the
Evaluator) and monies held for distribution to Unit Holders of
record as of a date prior to the evaluation being made on the
days or dates set forth above; and then,
(3) by dividing the result of the above computation by the
total number of Units outstanding on the date of evaluation.
The resulting figure equals the Redemption Price per Unit.
Postponement of Redemption
The right of redemption may be suspended and payment
of the Redemption Price per Unit postponed for more than seven
calendar days following a tender of Units for redemption for
any period during which the New York Stock Exchange, Inc. is
-28-
<PAGE>
closed, other than for customary weekend and holiday closings,
or during which trading on that Exchange is restricted or an
emergency exists as a result of which disposal or evaluation of
the Securities is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order
permit. The Trustee is not liable to any person or in any way
for any loss or damage that may result from any such suspension
or postponement.
RIGHTS OF UNIT HOLDERS
Unit Holders
A Unit Holder is deemed to be a beneficiary of the
Trust created by the Indenture and vested with all right, title
and interest in the Trust created therein. A Unit Holder may
at any time tender a Certificate to the Trustee for redemption.
Ownership of Units is evidenced by registered Certificates of
Beneficial Interest issued in denominations of one or more
Units and executed by the Trustee and the Sponsor. These
Certificates are transferable or interchangeable upon
presentation at the corporate trust office of the Trustee,
properly endorsed or accompanied by an instrument of transfer
satisfactory to the Trustee and executed by the Unit Holder or
its authorized attorney, together with the payment of $2.00, if
required by the Trustee, or such other amount as may be
determined by the Trustee and approved by the Sponsor, and any
other tax or governmental charge imposed upon the transfer of
Certificates. The Trustee will replace any mutilated, lost,
stolen or destroyed Certificate upon proper identification,
satisfactory indemnity and payment of charges incurred. Any
mutilated Certificate must be presented to the Trustee before
any substitute Certificate will be issued.
Certain Limitations
Consent of Unit Holders is not required except with
respect to amendment and termination of the Trust. (See:
"Amendment and Termination of the Indenture".) Unit Holders
shall have no right to control the operation or administration
of the Trust in any manner, except upon the vote of 51% of the
Unit Holders outstanding at any time for purposes of amendment,
or termination of the Trust, all as provided in the Indenture;
however, no Unit Holder shall ever be under any liability to
any third party for any action taken by the Trustee, the
Evaluator or the Sponsor.
The death or incapacity of any Unit Holder will not
operate to terminate the Trust nor entitle the legal
representatives or heirs of such Unit Holder to claim an
accounting or to take any other action or proceeding in any
court for a partition or winding up of the Trust.
-29-
<PAGE>
EXPENSES AND CHARGES
Fees
The Sponsor's fee is set forth in "Summary of
Essential Information -- Sponsor's Annual Supervision Fee".
Such fee, which is calculated on an annual basis, is earned for
Portfolio supervisory services and is paid monthly.
For its services as Trustee under the Indenture, the
Trustee receives annually the amount set forth under "Summary
of Essential Information", computed on the basis of the largest
principal amount of Securities in the Trust at any time during
the period with respect to which such compensation is made.
The Trustee also receives benefits to the extent that it holds
funds on deposit in various non-interest bearing accounts
created under the Indenture.
For each evaluation of the Securities in the Trust,
the Evaluator shall receive against a statement submitted to
the Trustee without a fee as set forth under "Summary of
Essential Information".
The Sponsor's fee, Trustee's fees and the Evaluator's
fees are payable as of each Record Date from the Interest
Account, to the extent funds are available and thereafter from
the Principal Account. Any of such fees may be increased
without approval of the Unit Holders in accordance with the
terms of the Indenture.
Other Charges
The following additional charges are or may be
incurred by the Trust, as more fully described in the
Indenture: (a) fees of the Trustee for extraordinary services,
(b) expenses of the Trustee (including legal and auditing
expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action
taken by the Trustee to protect the Trust and the rights and
interests of the Unit Holders, (e) indemnification of the
Trustee for any loss, liability or expenses incurred by it in
the administration of the Trust without gross negligence, bad
faith or willful misconduct on its part or reckless disregard
of its obligations and duties, (f) indemnification of the
Sponsor for any losses, liabilities and expenses incurred in
acting as Sponsor or Depositor under the Indenture without
gross negligence, bad faith or willful misconduct or reckless
disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the
Trust and (h) to the extent then lawful, expenses (including
legal, auditing and printing expenses) of maintaining
registration or qualification of the Units and/or the Trust
-30-
<PAGE>
under Federal or state securities laws so long as the Sponsor
is maintaining a market for the Units.
The fees and expenses set forth herein are payable
out of each Trust and when so paid by or owing to the Trustee
are secured by a lien on that Trust. If the balances in the
Interest and Principal Accounts are insufficient to provide for
amounts payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are
sold, the size of the Trust will be reduced and the proportions
of the types of Securities will change. Such sales might be
required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum principal amount in
which Securities may be required to be sold, the proceeds of
such sales may exceed the amount necessary for the payment of
such fees and expenses.
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all
transactions of the Trust at its unit investment trust office
at 770 Broadway, New York, New York 10003. These records and
accounts and executed copies of the Indenture will be available
for inspection by Unit Holders at reasonable times during
normal business hours. The Trustee will additionally keep on
file for inspection by Unit Holders a current list of the
Securities held in the Trust. In connection with the storage
and handling of certain Securities deposited in the Trust, the
Trustee is authorized to use the services of Depository Trust
Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and
institutional delivery services. The Depository Trust Company
is a limited purpose trust company organized under the Banking
Law of the State of New York, a member of the Federal Reserve
System and a clearing agency registered under the Securities
Exchange Act of 1934.
Distribution
The Trustee will collect the interest on the
Securities (including monies representing penalties for the
failure to make timely payments on the Securities, liquidated
damages for default or breach of any condition or term of the
Securities, and monies paid (if any) pursuant to any contract
of insurance representing interest on the Securities) as it
becomes payable, and credit such interest to a separate
Interest Account created by the Indenture. All monies received
by the Trustee from sources other than interest will be
credited to a separate Principal Account. All funds collected
-31-
<PAGE>
or received will be held by the Trustee in trust without
interest to Unit Holders as part of the Trust or the Reserve
Account (if any) established pursuant to the Indenture, for
taxes or charges referred to herein until required to be
disbursed in accordance with the provisions of the Indenture.
Distribution of Interest and Principal
Interest and principal received by the Trust, net of
expenses and charges, will be distributed on each Distribution
Date on a pro rata basis to Unit Holders of record as of the
preceding Record Date. All distributions will be net of
applicable expenses, funds required for the redemption of Units
and, if applicable, reimbursements to the Trustee for interest
payments advanced to Unit Holders. (See: "Summary of
Essential Information", "Expenses and Charges" and
"Redemption".)
The pro rata share of the Interest Account and the
pro rata share of cash in the Principal Account represented by
each Unit will be computed by the Trustee each month as of the
Record Date. (See: "Summary of Essential Information".)
Proceeds received from the disposition of any of the Securities
subsequent to a Record Date and prior to the next succeeding
Distribution Date will be held in the Principal Account and
will not be distributed until the following Distribution Date.
The distribution to Unit Holders as of each Record Date will be
made on the following Distribution Date or shortly thereafter
and shall consist of an amount substantially equal to such Unit
Holders' pro rata share of the Interest Account after deducting
estimated expenses (the "Interest Distribution") plus such Unit
Holders' pro rata share of the cash balance in the Principal
Account computed as of the close of business on the preceding
Record Date. Persons who purchase Units between a Record Date
and a Distribution Date will receive their first distribution
on the second Distribution Date following their purchase of
Units. No distribution need be made from the Principal Account
if the balance therein is less than an amount sufficient to
distribute $.005 per Unit. The Interest Distribution per Unit
initially will be in the amount shown under "Summary of
Essential Information" and will change as the income and
expenses of the Trust change and as Securities are exchanged,
redeemed, paid down or sold. Funds which are available for
future distributions, payments of expenses and redemptions are
in accounts which are non-interest bearing to Unit Holders and
are available for use by The Chase Manhattan Bank,
pursuant to normal banking procedures.
The Trust has been structured so that a positive cash
balance in the Interest Account will be available to pay the
current expenses and charges of the Trust. Therefore, it is
not anticipated that the Trustee will have to sell Securities
-32-
<PAGE>
in the Trust to pay such expenses. The Trustee, when making
Interest Distributions, will have previously deducted from the
Interest Account the expenses and charges mentioned above, and
thus will distribute on each Distribution Date an amount which
will be less than the interest accrued on the Securities to
each Unit Holder on or immediately prior to such Distribution
Date by amounts equal to the current expenses and charges of
the Trust.
Reports to Unit Holders
With each distribution from the Interest Account or
Principal Account of the Trust, the Trustee will furnish to the
Unit Holders, a statement of the amount being distributed,
expressed in each case as a dollar amount per 1,000 Units. In
the event that the Issuer of any of the Securities fails to
make payment when due of any interest or principal and such
failure results in a change in the amount which would otherwise
be distributed as a periodic distribution, the Trustee will,
with the first such distribution following such failure, set
forth in an accompanying statement, the Issuer and the
Securities, the amount of the reduction in the distribution per
Unit resulting from such failure, the percentage of the
aggregate face amount of Securities which such Security
represents and, to the extent then determined, information
regarding any disposition or legal action with respect to such
Security. Within a reasonable period of time after the end of
each calendar year, but in no event later than February 15, the
Trustee will furnish to each person who at any time during such
calendar year was a Unit Holder of record a statement setting
forth:
As to the Interest Account: the amount of interest
received on the Securities and amounts representing penalties
for the failure to make timely payments on any of the
Securities or liquidated damages for default or breach of any
condition or terms of any of the Securities (or any instrument
underlying any of the Securities); the amount paid from the
Interest Account upon the redemption of Units; the deductions
from the Interest Account for applicable taxes, and fees and
expenses of the Sponsor, the Trustee, the Evaluator and
counsel; any other amounts credited to or deducted from the
Interest Account; and the net amount remaining after such
payments and deductions expressed both as a total dollar amount
and as a dollar amount per 1,000 Units outstanding on the last
business day of such calendar year.
As to the Principal Account: the dates of the sale,
maturity, liquidation or redemption of any of the Securities
and the net proceeds received therefrom and from the prepayment
of principal of the Securities, excluding any portion credited
to the Interest Account; the amount paid from the Principal
-33-
<PAGE>
Account representing Units which were redeemed; if amounts in
the Interest Account were insufficient, the deductions from the
Principal Account, if any, for payment of applicable taxes,
fees and expenses of the Sponsor, the Trustee, the Evaluator
and counsel; if amounts in the Interest Account were
insufficient, the deductions from the Principal Account for any
other amounts credited to or deducted from the Interest
Account; and the net amount remaining after such payments and
deductions expressed both as a total dollar amount and as a
dollar amount per 1,000 Units outstanding on the last business
day of such calendar year.
The following information: a list of the Securities
as of the last business day of such calendar year; the number
of Units outstanding on the last business day of such calendar
year; the Redemption Price per 1,000 Units based on the last
Trust evaluation made during such calendar year; and the
amounts actually distributed during such calendar year from the
Interest and Principal Accounts, separately stated, expressed
both as total dollar amounts and as dollar amounts per 1,000
Units outstanding on the Record Dates for such distributions.
In order to comply with state and local tax reporting
requirements, the Trustee will furnish to Unit Holders, upon
request, evaluations of the Securities as determined by the
Evaluator. The accounts of the Trust shall be audited not less
frequently than annually by independent certified public
accountants designated by the Sponsor, and the report of such
accountants will be furnished by the Trustee to Unit Holders
upon request.
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a
corporation organized under the laws of the State of Delaware
and is a principal operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-traded corporation. Dean
Witter is a financial services company that provides to its
individual, corporate, and institutional clients services as a
broker in securities and commodities, a dealer in corporate,
municipal, and government securities, an investment banker, an
investment adviser, and an agent in the sale of life insurance
and various other products and services. Dean Witter is a
member firm of the New York Stock Exchange, the American Stock
Exchange, the Chicago Board Options Exchange, other major
securities exchanges and the National Association of Securities
Dealers, and is a clearing member of the Chicago Board of
Trade, the Chicago Mercantile Exchange, the Commodity Exchange
Inc., and other major commodities exchanges. Dean Witter is
currently servicing its clients through a network of
approximately 375 domestic and international offices with
-34-
<PAGE>
approximately 7,500 account executives servicing individual and
institutional client accounts.
Limitations on Liability
The Sponsor is liable for the performance of its
obligations arising from its responsibilities under the
Indenture, but will be under no liability to Unit Holders for
taking any action or refraining from taking any action in good
faith or for errors in judgment or liable or responsible in any
way for depreciation or loss incurred by reason of the sale of
any Securities, except in case of its own willful misfeasance,
bad faith, gross negligence or reckless disregard for its
obligations and duties. (See: "Sponsor -- Responsibility".)
Responsibility
In order to maintain the sound investment character
of the Trust, the Indenture permits the Sponsor to direct the
Trustee to dispose of any Security upon the happening of
certain events, including, without limitations, default on the
payment of principal or interest, or both, and not promptly
cured, legal actions which might adversely affect future
declaration and payment of principal or interest, institution
of certain legal proceedings, a breach under certain documents
which regulate the Securities or such other adverse market or
credit factors, as in the opinion of the Sponsor would make
retention of a Security detrimental to the Trust and to the
interests of the Unit Holders. The Sponsor may also direct the
Trustee to dispose of a Security if such disposition is
desirable to maintain the qualification of the Trust as a
"regulated investment company" under the Internal Revenue Code.
The Sponsor intends to monitor continuously
developments affecting the Securities in the Trust in order to
determine whether the Trustee should be directed to dispose of
any such Securities.
In the event that an offer shall be made by an
obligor of any of the Securities to issue new obligations
and/or other property in exchange and substitution for any
issue of Securities pursuant to a plan for the refunding or
refinancing of such Securities or the restructuring of such
issuer's securities, the Depositor shall instruct the Trustee
to accept or reject such offers or to take any other action
with respect thereto.
Any property received in such exchange, other than a
debt obligation, shall be sold for cash by the Trust as soon as
practicable and the proceeds credited to the Principal Account
and distributed to the holders of Units on the Record Date next
following the date of receipt of such cash. Any obligations so
-35-
<PAGE>
received in exchange, substitution or pursuant to reinvestment
will be held by the Trustee subject to the terms and conditions
of the Indenture to the same extent as Securities originally
deposited thereunder. Within five days after the deposit of
obligations in exchange or substitution for any of the
underlying Securities, the Trustee is required to give notice
thereof to each Unit Holder, identifying the Securities
eliminated and the Securities substituted therefor.
Resignation
If at any time the Sponsor shall resign under the
Indenture or shall fail to perform or be incapable of
performing its duties thereunder or shall become bankrupt or if
its affairs are taken over by public authorities, the Indenture
directs that if upon such action by the Sponsor there would be
no Sponsor then acting, the Trustee shall either (1) appoint a
successor Sponsor or Sponsors at rates of compensation deemed
reasonable by the Trustee not exceeding amounts prescribed by
the Securities and Exchange Commission, or (2) terminate the
Trust. The Trustee will promptly notify Unit Holders of any
such action.
TRUSTEE
The Trustee is The Chase Manhattan Bank, a New York
Bank, with its principal executive office at 270 Park Avenue,
New York, New York 10017 and its unit investment trust office
at 770 Broadway, New York, New York 10003. The Trustee is
subject to supervision by the Superintendent of Banks of the
State of New York, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System. In
connection with the storage and handling of certain Securities
deposited in a Trust, the Trustee may use the services of the
Depository Trust Company. These services may include
safekeeping of the Securities and coupon-clipping, computer
book-entry transfer and institutional delivery services. The
Depository Trust Company is a limited purpose trust company
organized under the Banking Law of the State of New York, a
member of the Federal Reserve System and a clearing agency
registered under the Securities Exchange Act of 1934.
Limitations on Liability
The Trustee shall not be liable or responsible in any
way for depreciation or loss incurred by reason of the
disposition of any moneys, Securities or Certificates or in
respect of any evaluation or for any action taken in good faith
reliance on prima facie properly executed documents except in
cases of willful misfeasance, bad faith, gross negligence or
reckless disregard for its obligations and duties. In
addition, the Indenture provides that the Trustee shall not be
-36-
<PAGE>
personally liable for any taxes or other governmental charges
imposed upon or in respect of the Trust which the Trustee may
be required to pay under current or future laws of the United
States or any other authority having jurisdiction.
Responsibility
For information relating to the responsibilities of
the Trustee under the Indenture, reference is made to the
material set forth under "Distribution", "Rights of Unit
Holders" and "Sponsor -- Resignation".
Resignation
By executing an instrument in writing and filing the
same with the Sponsor and mailing a copy of a notice of
resignation to all Unit Holders then of record, the Trustee and
any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible.
If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the
Sponsor may remove the Trustee and appoint a successor as
provided in the Indenture. The Sponsor may also remove the
Trustee in the event that the Sponsor determines that the
Trustee has materially failed to perform its duties under the
Indenture and the interest of Unit Holders has been
substantially impaired as a result, and such failure has
continued for a period of sixty days following the Trustee's
receipt of notice of such determination by the Sponsor. Such
resignation or removal shall become effective upon the
acceptance of appointment by the successor trustee. If upon
resignation of a trustee no successor has been appointed or, if
appointed, has not accepted the appointment within thirty days
after notification, the retiring trustee may apply to a court
of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only
when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor
trustee.
EVALUATOR
The Evaluator is Muller Data Corporation ("Muller
Data"), a New York corporation with main offices located 395
Hudson Street, New York, New York, 10014. Muller Data is a
wholly owned subsidiary of Thomson Publishing Corporation, a
Delaware corporation.
-37-
<PAGE>
Limitations on Liability
The Trustee, Sponsor and Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no
responsibility for the accuracy thereof. Determinations by the
Evaluator under the Indenture shall be made in good faith upon
the basis of the best information available to it. The
Evaluator shall be under no liability to the Trustee, the
Sponsor, or Unit Holders for errors in judgment; except in
cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
Responsibility
The Indenture requires the Evaluator to evaluate the
Securities in the Trust on the basis of their bid prices on the
last business day of June and December in each year, on the day
on which any Unit is tendered for redemption and on any other
day such evaluation is desired by the Trustee or is requested
by the Sponsor. For information relating to the responsibility
of the Evaluator to evaluate the Securities on the basis of
their bid prices, see: "Public Offering of Units -- Public
Offering Price".
Resignation
The Evaluator may resign or may be removed by the
Sponsor, and in such event, the Sponsor and the Trustee is to
use its best efforts to appoint a satisfactory successor. Such
resignation or removal shall become effective upon the
acceptance of appointment by a successor evaluator. If upon
resignation of the Evaluator no successor has accepted
appointment within thirty days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor.
AMENDMENT AND TERMINATION OF THE INDENTURE
Amendment
The Indenture may be amended from time to time by the
parties thereto without the consent of any of the Unit Holders
when such an amendment is (1) to cure any ambiguity or to
correct or supplement any provision of the Indenture which may
be defective or inconsistent with any other provision contained
therein, (2) to change any provision as required by the
Securities and Exchange Commission, (3) to add or change any
provision as is necessary or advisable for the continued
qualification of the Trust as a regulated investment company,
(4) to permit the deposit of Additional Securities by
supplementing or amending the Indenture, or (5) to make such
other provisions as shall not adversely affect the interests of
-38-
<PAGE>
the Unit Holders; provided, that the Indenture may also be
amended by the Sponsor and the Trustee (or the performance of
any of the provisions of the Indenture may be waived) with the
consent of Unit Holders owning 51% of the Units of the Trust at
the time outstanding for the purposes of adding any provisions
to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the
rights of Unit Holders. In the event of any amendment, the
Trustee is obligated to notify promptly all Unit Holders of the
substance of such amendment.
Termination
The Trust may be terminated at any time by the
consent of the holders of 51% of the Units or upon the
maturity, redemption, payment, sale or other disposition, as
the case may be, of the last Security held in the Trust.
However, in no event may the Trust continue beyond the
Mandatory Termination Date set forth under "Summary of
Essential Information". In the event of termination, written
notice thereof will be sent by the Trustee to all Unit Holders.
Within a reasonable period after termination, the Trustee will
sell any Securities remaining in the terminated Trust, and,
after paying all expenses and charges incurred by the Trust,
will distribute to each Unit Holder, upon surrender for
cancellation of his Certificate for Units, his pro rata share
of the balances remaining in the Interest and Principal
Accounts. The sale of Securities in the Trust upon termination
may result in a lower amount than might otherwise be realized
if such sale were not required at such time. For this reason,
among others, the amount realized by a Unit Holder upon
termination may be less than the principal amount of Securities
represented by the Units held by such Unit Holder.
LEGAL OPINIONS
Certain legal matters in connection with the Units
offered hereby have been passed upon by Cahill Gordon &
Reindel, a partnership including a professional corporation, 80
Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
AUDITORS
The financial statements of the Trust included in
this Prospectus have been examined by Deloitte & Touche LLP,
certified public accountants, as stated in their report
appearing herein, and are included in reliance upon such report
given upon the authority of that firm as experts in accounting
and auditing.
-39-
<PAGE>
DESCRIPTION OF RATING*
A Standard & Poor's Corporation rating on the units
of an investment trust (hereinafter referred to collectively as
"units" and "fund") is a current assessment of creditworthiness
with respect to the investments held by such fund. This
assessment takes into consideration the financial capacity of
the issuers and of any guarantors, insurers, lessees, or
mortgagors with respect to such investments. The assessment,
however, does not take into account the extent to which fund
expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the Unit Holder of the
interest and principal required to be paid on the portfolio
assets. In addition, the rating is not a recommendation to
purchase, sell, or hold units, inasmuch as the rating does not
comment as to market price of the units or suitability for a
particular investor.
Funds rated "AAA" are composed exclusively of assets
that are rated "AAA" by Standard & Poor's and/or certain
short-term investments. Standard & Poor's defines its AAA
rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay
interest and repay principal is very strong.
_________________________
* As described by Standard & Poor's Corporation.
-40-
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Government Trust GNMA
Portfolio Series 17 as of May 31, 1996, and the related statements of
operations and changes in net assets for the years ended May 31, 1996 and
1995 and the period from June 22, 1993 (date of deposit) to May 31, 1994.
These financial statements are the responsibility of the Trustee (see
Footnote (a)(1)). 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.
Our procedures included confirmation of the securities owned as of May 31,
1996 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank,
(formerly United States Trust Company of New York), the Trustee. An audit
also includes assessing the accounting principles used and the 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 the Dean Witter Select
Government Trust GNMA Portfolio Series 17 as of May 31, 1996, and the
results of its operations and the changes in its net assets for the years
ended May 31, 1996 and 1995 and the period from June 22, 1993 (date of
deposit) to May 31, 1994 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
July 25, 1996
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1996
TRUST PROPERTY
Investments in Securities - at market value (cost
$42,782,889) (Note (a) and Schedule of Portfolio
Securities Notes (2) and (3)) $42,653,175
Accrued interest receivable 258,133
Receivable from Broker 372,716
Total 43,284,024
LIABILITY AND NET ASSETS
Less Liability:
Cash overdraft 9,131
Net Assets:
Balance applicable to 50,841,347 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, plus unrealized market deprecia-
tion of $129,714 $42,653,175
Undistributed principal and net investment
income (Note (b)) 621,718
Net assets $43,274,893
Net asset value per Unit ($43,274,893 divided by 50,841,347 Units) $.8512
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
For the period from
For the years ended June 22, 1993
May 31, (date of deposit)
1996 1995 to May 31, 1994
Investment income - interest $3,243,986 $2,883,071 $ 632,657
Other income 8,827 204,441 47,700
Total income 3,252,813 3,087,512 680,357
Less Expenses:
Trustee fees and expenses 92,865 60,305 9,545
Sponsor fees 12,163 9,424 3,239
Total expenses 105,028 69,729 12,784
Investment income -
net 3,147,785 3,017,783 667,573
Net gain (loss) on investments:
Realized gain (loss) on
securities sold or
redeemed 218,700 63,954 (5,667)
Net unrealized market (depre-
ciation) appreciation (1,919,696) 3,137,363 (1,347,380)
Net (loss) gain on
investments (1,700,996) 3,201,317 (1,353,047)
Net increase (decrease) in net
assets resulting from opera-
tions $1,446,789 $6,219,100 $ (685,474)
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
For the period from
For the years ended June 22, 1993
May 31, (date of deposit)
1996 1995 to May 31, 1994
Operations:
Investment income - net $ 3,147,785 $ 3,017,783 $ 667,573
Realized gain (loss) on
securities sold or redeemed 218,700 63,954 (5,667)
Net unrealized market (depre-
ciation) appreciation (1,919,696) 3,137,363 (1,347,380)
Net increase
(decrease) in net
assets resulting
from operations 1,446,789 6,219,100 (685,474)
Less Distributions to Unit Holders:
Principal (2,807,365) (1,246,253) (183,762)
Investment income - net (3,172,750) (2,802,427) (598,100)
Total distributions (5,980,115) (4,048,680) (781,862)
Plus Capital Share Transactions:
Creation of 788,389 Units,
26,043,984 Units and
25,815,070 Units,
respectively 728,984 23,016,000 24,905,703
Redemption of 1,778,096 Units
and 528,000 Units (1,570,539) (465,606) -
Accrued interest on redemp
tion (8,279) (2,693) -
Total capital share
transactions (849,834) 22,547,701 24,905,703
Net (decrease) increase in net
assets (5,383,160) 24,718,121 23,438,367
Net assets:
Beginning of period (Note (c)) 48,658,053 23,939,932 501,565
End of period (including un-
distributed principal and
net investment income of
$621,718, $411,894 and
$69,493, respectively) $43,274,893 $48,658,053 $23,939,932
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1996
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting
and financial books, records, financial statements and related
data of the Trust and is responsible for establishing and
maintaining a system of internal controls directly related to, and
designed to provide reasonable assurance as to the integrity and
reliability of, financial reporting of the Trust. The Trustee is
also responsible for all estimates and accruals reflected in the
Trust's financial statements. The Evaluator determines the price
for each underlying Security included in the Trust's Portfolio of
Securities on the basis set forth in this Prospectus, "Public
Offering of Units - Public Offering Price". Under the Securities
Act of 1933 ("the Act"), as amended, the Sponsor is deemed to be
an issuer of the Trust Units. As such, the Sponsor has the
responsibility of an issuer under the Act with respect to
financial statements of the Trust included in the Trust's
Registration Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of
initial deposit (June 22, 1993) represents the cost of investments
to the Trust based on the offering side evaluations as of the date
of deposit. The cost of investments purchased subsequent to the
date of initial deposit is based on the offering side evaluations
at the date of purchase.
(3) Income Taxes
No provision for Federal income taxes has been made in the
accompanying financial statements because the Trust has elected
and intends to continue to qualify for the tax treatment
applicable to "Regulated Investment Companies" under the Internal
Revenue Code. Under existing law, if the Trust so qualifies, it
will not be subject to Federal income tax on net income and
capital gains that are distributed to Unit Holders.
(4) Expenses
The Trust pays annual Trustee's fees, estimated expenses,
Evaluator's fees, and annual Sponsor's portfolio supervision fees
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1996
(5) Other
Certain amounts in the prior years' financial statements have been
reclassified to conform with the current year's presentation.
(b) DISTRIBUTIONS
Monthly distributions of principal, prepayments of principal, if any,
and interest received by the Trust are made to Unit Holders on or
shortly after the twenty-third day of each month after deducting
applicable expenses. Receipts other than principal and interest, after
deductions for redemptions and applicable expenses, are distributed as
explained in "Administration of the Trust - Distribution of Interest
and Principal" in this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (June 22, 1993)
exclusive of accrued interest, computed on the basis set forth under
"Public Offering of Units - Public Offering Price" in this Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of May 31, 1996 follows:
Cost of 500,000 Units at date of initial deposit $ 521,919
Less: Gross underwriting commissions (sales charge) (20,354)
Net cost to investors 501,565
Net cost of subsequent deposits 48,650,688
Unrealized market depreciation (129,714)
Cost of securities sold or redeemed (2,013,058)
Principal paydowns (4,356,306)
Net amount applicable to investors $42,653,175
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1996
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the period from
For the years ended June 22, 1993
May 31, (date of deposit)
1996 1995 to May 31, 1994
Principal distributions
during period $.0542 $.0298 $.0153
Net investment income dis-
tributions during period $.0613 $.0637 $.0558
Net asset value at end
of period $.8512 $.9388 $.9097
Trust Units outstanding
at end of period 50,841,347 51,831,054 26,315,070
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1996
Range of
Port- Stated
folio Title of Securities Face Coupon Maturity Market
No. Contracted For Amount Rate Dates<F4> Value<F5><F6>
<S> <C> <C> <C> <C> <C>
1. Government National Mortgage
Association, Modified Pass-
Through Mortgage-Backed
Securities $22,999,246 6.50% 4/15/23 - 8/15/24 $21,238,366
2. Government National Mortgage
Association, Modified
Pass-Through Mortgage-Backed
Securities 22,534,492 7.00% 4/15/22 - 8/15/24 21,414,809
$45,533,738 $42,653,175
<F4> Each issue of Ginnie Maes listed above is an aggregate of individual Securities having varying
ranges of maturities within the range specified above. Each such issue is listed as one
category of Securities because current market conditions accord no difference in price among
Securities grouped together on the basis of the difference in their maturity dates. (See "The
Trust - Summary Description of the Portfolio," herein.)
<F5> The market value of the Securities as of May 31, 1996 was determined by the Evaluator on the
basis of bid side evaluations for the Securities at such date.
<F6> At May 31, 1996 the unrealized market depreciation of Securities was comprised of the following:
Gross unrealized market appreciation $ -
Gross unrealized market depreciation 129,714
Unrealized market depreciation $129,714
The aggregate cost of the Securities for Federal income tax purposes was $42,782,889 at May 31,
1996.
F-8
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of the Evaluator, Independent Auditors
and Standard & Poor's; all other consents were
previously filed.
The following exhibits:
23. 1a. Consent of Muller Data Corporation.
1b. Consent of Independent Auditors.
1d. Consent of Standard & Poor's Ratings
Services, a division of The McGraw-Hill
Companies, Inc.
27. Financial Data Schedule.
<PAGE>
CONSENT OF COUNSEL
The consent of Counsel to the use of its name in the
prospectus included in this Registration Statement is contained
in its opinion filed as EX-5 to this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Government Trust, GNMA
Portfolio Series 17, 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 Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York and State of New York on the 1st day of August, 1996.
DEAN WITTER SELECT GOVERNMENT TRUST,
GNMA PORTFOLIO SERIES 17
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds Inc.,
the Depositor, by the following person in the following
capacities and by the following persons who constitute a majority
of the Depositor's Board of Directors in The City of New York and
State of New York on this 1st day of August, 1996.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director<F34> )
By:
Thomas Hines
Thomas Hines
Attorney-in-fact<F34>
_________________________
<F34> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F34>
Robert J. Dwyer Director<F34>
Christine A. Edwards Director<F34>
James F. Higgins Director<F34>
Stephen R. Miller Director<F34>
Richard F. Powers Director<F34>
Philip J. Purcell Director<F34>
_________________________
<F34> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consent of Muller Data Corporation
1b. Consent of Deloitte & Touche LLP
1d. Consent of Standard & Poor's Rating
Services, a Division of The
McGraw-Hill Companies, Inc.
27. Financial Data Schedule
Exhibit 23.1a.
Letterhead of MULLER DATA CORPORATION
August 1, 1996
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust,
GNMA Portfolio Series 17
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-26230 for the above
captioned trust. We hereby acknowledge that Muller Data
Corporation is currently acting as the evaluator for the trust.
We hereby consent to the use in the Amendment of the reference
to Muller Data Corporation as evaluator.
You are hereby authorized to file a copy of this
letter with the Securities and Exchange Commission.
Sincerely,
Mario S. Buscemi
Mario S. Buscemi
Chief Operating Officer
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated July 25, 1996, accompanying the
financial statements of the Dean Witter Select Government Trust GNMA
Portfolio Series 17 included herein and to the reference to our Firm as
experts under the heading "Auditors" in the prospectus which is a part of
this registration statement.
DELOITTE & TOUCHE LLP
August 1, 1996
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's
A Division of The McGraw-Hill Companies
August 1, 1996
Dean Witter Reynolds, Inc.
2 World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
GNMA Portfolio Series 17
(SEC # 33-26230)
It is our understanding that you are filing with the
Securities and Exchange Commission a Third Post Effective
Amendment on the above-captioned fund, SEC file number
33-26230.
Since the portfolio is composed solely of mortgage-
backed securities fully guaranteed as to principal and interest
by the Government National Mortgage Association (GNMA) and the
full faith and credit of the United States is pledged to the
payment of the securities in the trust, we reaffirm the
assignment of an "AAA" rating to the units of the trust.
You have permission to use the name of Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. and the
above-assigned rating in connection with your dissemination of
information relating to these units, provided that it is
understood that the rating is not a "market" rating nor a
recommendation to buy, hold, or sell the units of the trust.
Further, it should be understood the rating does not take into
account the extent to which fund expenses or portfolio asset
sales for less than the fund's purchase price will reduce
payment to the unit holders of the interest and principal
required to be paid on the portfolio assets. Standard & Poor's
reserves the right to advise its own clients, subscribers, and
the public of the rating. Standard & Poor's relies on the
sponsor and its counsel, accountants, and other experts for the
accuracy and completeness of the information submitted in
connection with the rating. Standard & Poor's does not
<PAGE>
-2-
independently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the name of
Standard & Poor's, a division of The McGraw-Hill Companies in connection
with the rating assigned to the units in the post-effective amendment
referred to above. However, this letter should not be construed as a
consent by us, within the meaning of Section 7 of the Securities Act of
1933, to the use of the name of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies in connection with the ratings
assigned to the securities contained in the trust. You are hereby
authorized to file a copy of this letter with the Securities and Exchange
Commission.
Please be certain to send us three copies of your final
prospectus as soon as it becomes available. Should we not receive them
within a reasonable time after the closing or should they not conform to
the representations made to us, we reserve the right to withdraw the
rating.
We are pleased to have had the opportunity to be of service to
you. If we can be of further help, please do not hesitate to call upon us.
Sincerely,
Sanford B. Bragg
Sanford B. Bragg
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
GOVERNMENT TRUST GNMA PORTFOLIO SERIES 17
AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES
<NUMBER> 17
<MULTIPLIER> 1
<FISCAL-YEAR-END> May-31-1996
<PERIOD-START> Jun-1-1995
<PERIOD-END> May-31-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 42,782,889
<INVESTMENTS-AT-VALUE> 42,653,175
<RECEIVABLES> 258,133
<ASSETS-OTHER> 372,716
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 43,284,024
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,131
<TOTAL-LIABILITIES> 9,131
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 43,155,717
<SHARES-COMMON-STOCK> 50,841,347
<SHARES-COMMON-PRIOR> 51,831,054
<ACCUMULATED-NII-CURRENT> 248,890
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (129,714)
<NET-ASSETS> 43,274,893
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,243,986
<OTHER-INCOME> 8,827
<EXPENSES-NET> 105,028
<NET-INVESTMENT-INCOME> 3,147,785
<REALIZED-GAINS-CURRENT> 218,700
<APPREC-INCREASE-CURRENT> (1,919,696)
<NET-CHANGE-FROM-OPS> 1,446,789
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,172,750
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 2,807,365
<NUMBER-OF-SHARES-SOLD> 788,389
<NUMBER-OF-SHARES-REDEEMED> 1,778,096
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (5,383,160)
<ACCUMULATED-NII-PRIOR> 282,134
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
