<PAGE>
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. 4
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 18, 1997, the Registrant
filed the Rule 24f-2 Notice for its most recent fis-
cal year.
<PAGE>
/X/ Check box if it is proposed that this filing should
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; Admin-
Indenture stration of the Trust-
Termination
7. Changes of name *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
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
(Registered or Bearer)
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Type of Securities Administration of the
(Cumulative or Distribu- Trust-Distribution from
tive) the Interest, Principal
and Capital Gains Ac-
counts
(c) Rights of Holders as to Rights of Unit Holders-
Withdrawal or Redemption Unit Holders; Redemp-
tion; Public Offering
of Units-Secondary Mar-
ket; Exchange Option
(d) Rights of Holders as to Public Offering of
conversion, transfer, etc. Units-Secondary Market;
Exchange Option; Re-
demption; Rights of
Unit Holders-
Certificates
(e) Lapses or defaults with *30
respect to periodic pay-
ment plan certificates
(f) Voting rights as to Secu- Rights of Unit Holders-
rities under the Indenture Certain Limitations;
Administration of the
Trust-Amendment;-
Termination
(g) Notice to Holders as to Amendment and Termina-
change in: tion of the Indenture
1) Assets of Trust Administration of the
Trust-Portfolio Super-
vision; 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
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
4) Identity of Depositor Resignation, Removal
and Trustee and 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 and
Termination of the In-
denture
2) Terms and conditions Administration of the
of Trust's Securities Trust-Amendment
3) Provisions of Inden- Administration of the
ture Trust-Amendment
4) Identity of Depositor *30
and Trustee
11. Type of securities comprising The Trust-Summary De-
units scription of the Port-
folio; Objectives and
Securities Selection;
Special Considerations
12. Type of securities comprising *30
periodic payment certificates
13. (a) Load, fees, expenses, etc. Public Offering of
Units-Public Offering
Price;-Volume Discount;
Exchange Option; Ex-
penses and Charges
(b) Certain information re- *30
garding periodic payment
certificates
(c) Certain percentages Public Offering of
Units-Public Offering
Price;-Profit of Spon-
sor;-Volume Discount;
Exchange Option
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Certain other fees, etc. Rights of Unit Holders
payable by holders - Unit Holders
(e) Certain profits receivable Public Offering of
by depositor, principal Units-Profit of Sponsor
underwriters, trustee or
affiliated persons
(f) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction
15. Receipt and handling of pay- Public Offering of
ments from purchasers Units-Profit of Sponsor
16. Acquisition and disposition of Introduction; Admini-
underlying securities stration of the Trust-
Portfolio Supervision;
The Trust-Objectives
and Securities Selec-
tion Summary Descrip-
tion of the Portfolio
17. Withdrawal or redemption by Se- Redemption; Public Of-
curity Holders fering of Units-
Secondary Market
18. (a) Receipt and disposition of Administration of the
income Trust; Exchange Option;
Rights of Unit Holders
(b) Reinvestment of distribu- Reinvestment Programs
tions
(c) Reserves or special fund Administration of the
Trust-Distributions
from the Interest,
Principal and Capital
Gains Accounts
(d) Schedule of distribution *30
19. Records, accounts and report Administration of the
Trust; Resignation, Re-
moval and Liability
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
20. Certain miscellaneous provi- Administration of the
sions of the trust Trust-Amendment; Termi-
nation, Resignation,
Removal and Liability
Regarding the Trustee;-
Regarding the Sponsor
21. Loans to security holders *30
22. Limitations on liability Resignation, Removal
and Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
the 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 offi- *30
cials and affiliated persons of
Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor *30
31. Payments by Depositor for cer- *30
tain other services
32. Payments by Depositor for cer- *30
tain other services rendered to
trust
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
33. Remuneration of employees of *30
Depositor for certain services
rendered to trust
34. Remuneration of other persons
for certain services rendered *30
to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's securi- Public Offering of
ties by states Units-Public Distribu-
tion
36. Suspension of sales of trust's *30
securities
37. Revocation of authority to dis- *30
tribute
38. (a) Method of distribution Public Offering of
(b) Underwriting agreements Units
(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 prin- Public Offering of
cipal underwriter Units-Profit of Sponsor
41. (a) Business of principal un- Miscellaneous-Sponsor
derwriter
(b) Branch officers of princi- *30
pal underwriter
(c) Salesman of principal un- *30
derwriter
42. Ownership of trust's securities *30
by certain persons
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
43. Certain brokerage commissions *30
received by principal under-
writer
44. (a) Method of valuation Public Offering of
Units
-Public Offering Price;
-Secondary Market
(b) Schedule as to offering *30
price
(c) Variation in offering Public Offering of
price to certain persons Units--Volume Discount;
Exchange Option
45. Suspension of redemption rights *30
46. (a) Redemption valuation Public Offering of
Units-Secondary Market;
Redemption-Right of Re-
demption; -Computation
of Redemption Value
(b) Schedule as to redemption *30
price
47. Maintenance of position in un- See items 10(d), 44 and
derlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation of Miscellaneous-Trustee
Trustee
49. Fees and expenses of Trustee The Trust-Estimated An-
nual Income and Current
Expenses and Charges
50. Trustee's lien Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. (a) Name and address of Insur- *30
ance Company
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Type of policies *30
(c) Type of risks insured and *30
excluded
(d) Coverage of policies *30
(e) Beneficiaries of policies *30
(f) Terms and manner of can-
cancellation *30
(g) Method of determining pre- *30
miums
(h) Amount of aggregate premi- *30
ums paid
(i) Who receives any part of *30
premiums
(j) Other material provisions
of the Trust relating to *30
insurance
VII. Policy of Registrant
52. (a) Method of selecting and Administration of the
eliminating securities Trust-Portfolio Super-
from the Trust vision; the Trust-
Objectives and Securi-
ties Selection; -
Summary Description of
the Portfolio
(b) Elimination of securities *30
from the Trust
(c) Policy of Trust regarding Administration of the
substitution and elimina- Trust-Portfolio Super-
tion of securities vision; the Trust-
Objectives and Securi-
ties Selection
-Summary Description of
the Portfolio
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Description of any funda- Administration of the
mental po icy of the Trust Trust-Portfolio Super-
vision; the Trust-
Objectives and Securi-
ties Selection
-Summary Description of
the Portfolio
53. (a) Taxable status of the Cover of Prospectus;
Trust Tax Status
53. (b) Qualification of the Trust
as regulated investment Federal Taxation
company *30
VIII. Financial and Statistical Information
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan certifi
cates
56. Certain information regarding *30
periodic payment plan certifi-
cates
57. Certain information regarding *30
periodic payment plan certifi-
cates
58. Certain information regarding *30
periodic payment plan certifi-
cates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition; Statement of
Operations; Statement
of Changes in Net As-
sets
__________________
*30 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 port-
folio 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 com-
pleted. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by pur-
chase 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 guar-
anteed or endorsed by, any bank, and the Units are not feder-
<PAGE>
ally insured by the Federal Deposit Insurance Corporation, Fed-
eral Reserve Board, or any other agency.
Prospectus dated July 31, 1997
<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 Portfolios............ 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
A-1
<PAGE>
Page
Expenses and Charges.................................. 30
Fees............................................. 30
Other Charges.................................... 30
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, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $38,821,244 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER 1,000 UNITS .0149%
NUMBER OF UNITS 46,801,986
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN THE Public Offering Price)<F2> 6.513%
TRUST REPRESENTED BY EACH UNIT 46,801,986
ESTIMATED LONG TERM RETURN (based on
PUBLIC OFFERING PRICE Public Offering Price)<F2> 6.890%
Aggregate bid side evaluation RECORD DATE: The seventeenth day of
of Securities in the Trust $37,208,639 each month
Divided by 46,801,986 Units DISTRIBUTION DATE: The twenty-third
multiplied by 1,000 $ 795.02 day of each month
Plus sales charge 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)<F3> 32.26 therein is less than $5 per 1,000
Units outstanding
Public Offering Price per 1,000 Units 827.28
TRUSTEE'S ANNUAL FEE (including
Plus undistributed principal and estimated expenses and Evaluator's
net investment income and fee) $1.83 per $1,000 face amount
accrued interest per 1,000 Units 11.32<F1> of underlying Securities $1.83
Adjusted Public Offering Price SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
(per 1,000 Units) $ 838.60 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 $2.08
underlying Securities, $32.26
less than Adjusted Public EVALUATOR'S FEE FOR EACH EVALUATION:
Offering Price per 1,000 Units) $ 806.34 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 5.596%
MANDATORY TERMINATION DATE: January 1, 2042
Less estimated annual expenses per
1,000 Units ($2.08) expressed
as a percentage .208% 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 5.388 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 30, 1997, the last
trading date during the period. (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 guaran-
teed 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 pro-
vide safety of capital and to obtain current monthly distribu-
tions of interest and principal through the investment in Gin-
nie Maes. All of the Ginnie Maes in the Trust consist of pools
of long term mortgages on 1- to 4-family dwellings. The Spon-
sor may in its discretion from time to time, also deposit addi-
tional Securities in the Trust (whereby additional Units would
be offered to the public) provided that such deposit of addi-
tional Securities (the "Additional Securities") maintains, to
the extent practicable, the proportionate relationship with re-
spect to the principal amounts of Securities of specified in-
terest rates and ranges of maturities in the portfolio of the
Trust (the "Portfolio") at the time of the creation of the ad-
ditional Units.
The guaranteed payment of principal and interest af-
forded 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 addi-
tion, 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 ad-
vantage 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 de-
rived from principal, prepayments of principal, if any, and in-
terest received by the Trust will be made, on or shortly after
the twenty-third day of each month to each Unit Holder of rec-
ord on the seventeenth day of such month. Alternatively, Unit
Holders may elect to have their monthly distributions rein-
vested 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 18, 1997 in the
following percentages: 6.50% Ginnie Maes having a range of ma-
turity dates from May 15, 2023 to June 1, 2024 (50.6% of the
A-4
<PAGE>
aggregate principal amount of the Trust), and 7.00% Ginnie Maes
having a range of maturity dates from November 15, 2022 to
June 1, 2024 (49.4% 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 of-
fered at the Public Offering Price plus an amount equal to the
offered Units proportional share of accrued interest on the un-
derlying 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 Esti-
mated Current Return does not, however, take into account tim-
ing of distributions of income and any other amounts, nor any
delays in payment, on Units, and only partially takes into ac-
count the effect of premiums paid and discounts realized in the
purchase of Units. Estimated Long-Term Return is the net an-
nual 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 Secu-
rity is used to compute the Estimated Long-Term Return of the
Trust and is a critical factor in such computation. The ex-
pected average life of a Security is the weighted average time
to principal repayment, after taking into account scheduled am-
ortization and assumed prepayments. The estimated average life
of the Trust is the face value weighted average of the esti-
mated 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
A-5
<PAGE>
discount and higher if such Securities are priced at a premium.
To calculate estimated average life for each of the Securi-
ties, the present average age of available Ginnie Maes in the
marketplace with the same coupon has been considered; the cal-
culation of estimated average life is based upon actual recent
prepayments, industry assumptions about prepayments and analy-
sis of several factors including, among other things, the cou-
pon, 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 av-
erage 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 re-
turns. 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, sub-
stitution, payment, prepayment or maturity of underlying Secu-
rities. 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 Esti-
mated 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 An-
nual 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 Mar-
ket".) 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 Securi-
ties. (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 Portfo-
lio Series 17 (the "Trust") was created on June 22, 1993 (the
"Date of Deposit") under the laws of the State of New York pur-
suant to a Trust Indenture and Agreement and a related Refer-
ence Trust Agreement dated the Date of Deposit (collectively,
the "Indenture")a, among Dean Witter Reynolds Inc. (the
"Sponsor"), The Chase Manhattan Bank, formerly United States
Trust Company of New York (the "Trustee") and Muller Data Cor-
poration (the "Evaluator"). The Sponsor is a principal operat-
ing subsidiary of Dean Witter, Discover & Co. ("DWDC"), a pub-
licy 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 mort-
gage-backed Securities of the modified pass-through type
("Ginnie Maes"), issued and guaranteed by the Government Na-
tional 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 execu-
tion 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 Cer-
tificates (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, al-
though 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 state-
ments contained herein are qualified in their entirety by
the provisions of said Indenture.
<PAGE>
The Sponsor is permitted under the Indenture to de-
posit additional Securities (the "Additional Securities"),
which may result in a potential corresponding increase in the
number of Units outstanding (the "Additional Units"). Such Ad-
ditional Units may be continuously offered for sale to the pub-
lic 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 maturi-
ties in the Portfolio at the time of the creation of the Addi-
tional Units. Precise duplication of this original proportion-
ate relationship may not be possible because fractions of Gin-
nie Maes may not be purchased, but duplication will continue to
be the goal in connection with the deposit of any such Addi-
tional Securities. Any deposit by the Sponsor of Additional
Securities will attempt to duplicate this original proportion-
ate relationship between principal amounts of Ginnie Maes of
specific interest rates and ranges of maturities in the Portfo-
lio established on the Date of Deposit.
On July 18, 1997, each Unit represented the frac-
tional 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 be-
cause Additional Securities may be deposited into the Trust
from time to time, the Trust is not expected to retain its pre-
sent 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 18, 1997, the Trust consisted of the Securi-
ties 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 li-
able in any way for any default, failure or defect in any Secu-
rities.
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
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<PAGE>
value of the Portfolio, and hence of the Units, will decline
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 un-
derlying 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 experi-
enced 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 na-
tional debt, and material reformulations of Federal tax, mone-
tary and regulatory policies. These conditions have been asso-
ciated with wide fluctuations in interest rates and thus in the
value of fixed rate debt obligations. The Sponsor cannot pre-
dict 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, in-
cluding the Securities in the Portfolio, is determined by a va-
riety of additional factors, including: (i) the prevailing
structure and the direction of trends in the yield curve, par-
ticularly 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 invest-
ment portfolios of banking and thrift institutions, which could
be adversely affected by changes in the treatment of the Secu-
rities 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 insol-
vent, 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 participat-
ing 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 suffi-
cient to meet future needs, and enable GNMA to forbear request-
ing financial assistance from the Secretary of the Treasury
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<PAGE>
pursuant to its established line of credit. The Sponsor is un-
able 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 Securi-
ties". (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 se-
curities offering the safety of capital provided by an invest-
ment guaranteed by the Government National Mortgage Association
but who do not wish to invest the minimum $25,000 which is re-
quired 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 Spon-
sor. (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 cur-
rently prevailing interest rates. The current returns of secu-
rities 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 secu-
rity at par will result in a reduction in yield. If currently
prevailing interest rates for newly issued and otherwise compa-
rable securities increase, the market premium of previously is-
sued securities will decline and if currently prevailing inter-
est rates for newly issued comparable securities decline, the
market premium of previously issued securities will increase,
other things being equal. Market premium attributable to in-
terest rate changes does not indicate market confidence in the
issue.
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<PAGE>
Summary Description of the Portfolio
The Portfolio consists of Ginnie Maes fully guaran-
teed as to payments of principal and interest by GNMA. As used
herein, the term "Securities" includes all Ginnie Maes depos-
ited in the Trust listed under "Schedule of Portfolio Securi-
ties", herein, and any additional Ginnie Maes which may be ac-
quired 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 Informa-
tion". 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 securi-
ties within such group on the basis of the difference in the
maturity dates of each Ginnie Mae. As long as this market con-
dition 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 fu-
ture, however, a difference in maturity could affect the market
value of the individual Ginnie Maes. At such time, any addi-
tional purchases by the Trust will take into account the ma-
turities 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 respec-
tive 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 Gin-
nie Maes at par pursuant to prepayments of mortgages will oper-
ate 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 increas-
ing 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 pur-
chased 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 redemp-
tion, 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 secu-
rities, including the guaranty of GNMA; the basis of selection
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<PAGE>
and acquisition of the Ginnie Maes included in the Portfolio;
and the expected life of the Ginnie Maes and the Trust. The
"Schedule of Portfolio Securities" contains information con-
cerning 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 legisla-
tion bearing on GNMA is subject to amendment by Congress in a
fashion that could materially affect the scope of GNMA's ac-
tivities 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 sec-
ondary 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 in-
sured by the Federal Housing Administration ("FHA") and guaran-
teed 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, in-
cluding fraudulent activity in connection with mortgage origi-
nations and applications for a GNMA commitment; increasing num-
bers 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.
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<PAGE>
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
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 in-
terest 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 com-
mercial bank. The issuer is responsible for acquiring, origi-
nating and servicing the mortgages; and for marketing the Gin-
nie 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 ca-
pacity 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 govern-
mental 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 princi-
pal 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 ad-
ditional criteria of GNMA.
To obtain a GNMA commitment to guarantee securities,
an approved issuer will file with GNMA an application contain-
ing 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 mort-
gage 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 or-
der, GNMA will issue its commitment, and will assign a GNMA
pool number to the pool. Upon completion of the required docu-
mentation (including detailed information as to the underlying
mortgages, a custodial agreement with a Federal or state regu-
lated financial institution satisfactory to GNMA pursuant to
which the underlying mortgages will be held in safekeeping, and
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<PAGE>
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 aggre-
gate 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 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 in-
stallments. All installments are applied first to interest and
then in reduction of principal balance then outstanding. In-
terest 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, to-
gether 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 re-
ceived 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 pur-
pose, the guaranty agreements between the issuers and GNMA re-
quire the issuers to make advances sufficient for such pay-
ments. If the issuers fail to make such payments, GNMA will do
so.
Ginnie Maes are based upon and backed by the aggre-
gate 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.
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<PAGE>
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
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 Veter-
ans 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 un-
der 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 con-
stitute general obligations of the United States backed by its
full faith and credit."a
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 obliga-
tions 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 indi-
cated 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 reg-
istered 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.
a Any statement in this Prospectus that a particular Secu-
rity 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.
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<PAGE>
Life of the Securities and of the Trust
Monthly payments of principal will be made, and addi-
tional 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 mortga-
gors. While the mortgages on 1- to 4-family dwellings underly-
ing 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, re-
financings 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. How-
ever, 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 mort-
gages 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 be-
havior 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 borrow-
ers 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 prop-
erty.
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
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<PAGE>
Ginnie Mae investors. It is not possible to meaningfully pre-
dict prepayment levels regarding the Ginnie Maes in the Portfo-
lio. Therefore, the termination of the Trust might be acceler-
ated 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 circum-
stances may result in an accelerated termination of the 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 pay-
ment of an overall premium or a discount, respectively, above
or below the stated principal amounts of the underlying mort-
gages; 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 Stan-
dard & Poor's Corporation. (See: "Description of Rating".)
Standard & Poor's Corporation has been compensated by the Spon-
sor 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 Spon-
sor: (i) the types of such securities available; (ii) the
prices and yields of such securities relative to other compara-
ble 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 Ad-
ditional Units) together with accrued and undistributed inter-
est thereon and undistributed cash representing payments and
prepayments of principal and proceeds realized from the dispo-
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<PAGE>
sition 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 de-
scribed herein, the Trust is not expected to retain its present
size and composition. The Indenture permits the Sponsor to in-
crease 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 18, 1997, each Unit represented the frac-
tional undivided interest in the Trust set forth under "Summary
of Essential Information". Thereafter, if any Units are re-
deemed 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 rep-
resented by each Unit in the balance will be decreased, al-
though the actual interest in the Trust represented by each
Unit will remain unchanged. Units will remain outstanding un-
til 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 18, 1997, the estimated net annual income per
1,000 Units was estimated to be the amount set forth above un-
der "Summary of Essential Information". This figure is com-
puted by dividing the total gross annual interest income ex-
pected to be received by the Trust by the number of Units out-
standing 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 Securi-
ties are deposited into the Trust, as the expenses of the Trust
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<PAGE>
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
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 Secu-
rities are deposited into the Trust, or as the expenses of the
Trust change.
Payments received on the mortgages underlying the Se-
curities in the Portfolio will consist of a portion represent-
ing interest and a portion representing principal. Although
the aggregate monthly payment made by the obligor on each mort-
gage remains constant (aside from optional prepayments of prin-
cipal), in the early years the larger proportion of each such
payment will represent interest, while in later years, the pro-
portion 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 un-
paid principal balances of such underlying mortgages may have
been greatly reduced. To the extent that the underlying mort-
gages bearing higher interest rates in the Portfolio are pre-
paid faster than the other underlying mortgages, the net annual
interest rate per 1,000 Units and the current return with re-
spect to the Units can be expected to decline. Monthly pay-
ments to the Unit Holders will reflect all of the foregoing
factors.
On July 18, 1997, 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 18, 1997, are set forth under "Summary of
Essential Information", herein, and give different information
about the return to investors. Estimated Current Return on a
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Unit represents return based on the Public Offering Price and
the maximum applicable sales charge and is computed by multi-
plying 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 Offer-
ing Price per 1,000 Units (including the maximum sales charge
but not including accrued interest on the Securities). Esti-
mated Current Return does not take into account timing of dis-
tributions of income and other amounts (including delays) on
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 esti-
mated 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, Esti-
mated Long-Term Return will be higher if the Trust contains se-
curities priced at a discount and lower if the securities are
priced at premium. Conversely, if the Trust has a longer aver-
age 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 calcu-
late estimated average life of each of the Securities, an as-
sumption 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 es-
timation 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 esti-
mated average life calculated for the Trust is provided under
the "Summary of Essential Information", herein. Both the pre-
payment 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 ac-
tual long term returns will be different from the estimated av-
erage 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
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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.
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 inter-
est on a calendar month basis, accrued interest on the Securi-
ties 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 Rec-
ord 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 im-
pact 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 inter-
est, 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 annu-
ally at least 90% of its investment company taxable income.
For any year in which the Trust qualifies for taxation as a
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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 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 distribu-
tions 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 invest-
ment company for any year, it must pay out its earnings and
profits accumulated in that year (less the interest charge men-
tioned below, if applicable) and may be required to pay an in-
terest charge to the Treasury on 50% of such earnings and prof-
its before it can again qualify as a regulated investment com-
pany.
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 distri-
bution 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 ex-
tent 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
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Unit Holders to the extent paid from interest, net short-term
capital gain proceeds, realized market discount and any origi-
nal 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 al-
locable 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 in-
come, the amount of such distributions will be treated as a re-
turn 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 item-
ized deductions, including investment expenses. The Code di-
rects 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 of-
fered 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., in-
dividuals, 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 compu-
tations are made on a calendar year basis and the allocation of
such expenses among affected investors may be done by the regu-
lated 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 ap-
ply to indirect deductions through a publicly offered regulated
investment company. The term "publicly offered regulated in-
vestment company" is defined as meaning a regulated investment
company the units of ownership of which are "continuously of-
fered" or regularly traded on an established securities market
or "held by or for no fewer than 500 persons at all times dur-
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ing 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
which are redeemed (or in respect of which the liquidating dis-
tributions 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 circum-
stances, 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 Reve-
nue Service that they are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts with-
held 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 dis-
tribution 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.
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Other Taxation
Investors are advised to consult their own tax advi-
sors 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 par-
ticipation 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 ex-
penses 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 in-
vested. The Sales Charge is 3.90% of the Public Offering
Price. A proportionate share of accrued and undistributed in-
terest on the Securities to the settlement date for Units pur-
chased is also added to the Public Offering Price. (See:
"Estimated Annual Income, Estimated Current Return and Esti-
mated 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 Addi-
tional 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 Securi-
ties 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 com-
parable securities, (c) by determining the value of the Securi-
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ties 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 pre-
ceding 24-hour period. Evaluations, for purposes of redemp-
tions 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, dur-
ing which the total amount of payments (including prepayments,
if any) of principal for the preceding month on the various
mortgages underlying each of the Ginnie Maes in the Portfolio
will not yet have been reported by the issuer and made gener-
ally available to the public. During this period, the precise
principal amount of the underlying mortgages remaining out-
standing 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 differ-
ences in such principal amounts from month to month will be ma-
terial 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 re-
spect 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. Never-
theless, 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 Hold-
ers, 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.
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<PAGE>
On July 18, 1997, 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 Prospec-
tus at the then current Public Offering Price calculated 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 cus-
tomers 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 underwrit-
ing 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 mar-
ket for Units of this series of the Dean Witter Select Govern-
ment 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 Re-
purchase Price is computed by adding to the aggregate of the
bid prices of the Securities in the Trust, any money in the In-
terest 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 di-
viding the resulting sum by the number of Units outstanding, as
of the date of such computation. There is no refund of the
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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 cur-
rent 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, occasion-
ally, from time to time, or permanently, discontinue the repur-
chase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so,
the Sponsor may, as a service to Unit Holders, offer to repur-
chase Units at the Redemption Price, a price based on the cur-
rent bid prices for the Securities, plus accrued interest. Al-
ternatively, 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 Of-
fering 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 Spon-
sor 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 Secu-
rities 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 discon-
tinue 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 re-
lated expenses relating to volume purchases.
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The sales charge will be reduced pursuant to the fol-
lowing graduated scale for sales to any person of at least
$100,000:
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 sin-
gle 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 mar-
ket 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,
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<PAGE>
"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
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 re-
lated to advice, financial planning and operational expense re-
quired 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 objec-
tive; 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 Ex-
change 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 mar-
ket 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 avail-
able 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 fur-
ther 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 permit-
ted to make up any difference between the amount representing
the Units being submitted for exchange and the amount repre-
senting the Units being acquired up to the next highest number
of whole Units.
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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 an-
other 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.
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 Ex-
change 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 es-
sentially 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 Pub-
lic 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 distribu-
tions, 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 secu-
rities 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 Pro-
gram to be in effect as to such distribution. Elections may be
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modified or revoked on similar notice. The Sponsor may suspend
or terminate either or both reinvestment option(s) at its dis-
cretion. 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
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 partici-
pating in the Program. (ii) If there are no Units in the Spon-
sor's inventory, the Sponsor may purchase additional Securities
in order to maintain, as closely as practical, the proportion-
ate relationship between the Securities in the Trust at the
time of creation of the additional Units. The additional secu-
rities will be deposited by the Sponsor with the Trustee in ex-
change 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 evalua-
tion 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 par-
ticipating in the Program.
No fractional Units will be issued under any circum-
stances. 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 accor-
dance 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 condi-
tioned on such Program's lawful qualification for sale in the
state in which the Unit Holder is a resident. For more infor-
mation 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 distribu-
tions 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 par-
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ticipate in this Program. A Unit Holder's election to partici-
pate in either reinvestment program will apply to all Units of
the Trust owned by such Unit Holder.
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 accompa-
nied 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 set-
tlement 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 ten-
dered 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 Spon-
sor, 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 com-
puted on that day.
Any amounts to be paid on redemption representing in-
terest shall be withdrawn from the Interest Account to the ex-
tent 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 pro-
vide 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
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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 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. Securi-
ties 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 Informa-
tion", 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 col-
lected from matured interest coupons or bonds prepaid, matured
or called for redemption, other than money deposited to pur-
chase Contract Obligations or money credited to the Reserve Ac-
count; 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 pay-
able 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 Evalua-
tor) 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 evalua-
tion. The resulting figure equals the Redemption Price per
Unit.
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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
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 Cer-
tificates 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 at-
torney, together with the payment of $2.00, if required by the
Trustee, or such other amount as may be determined by the Trus-
tee and approved by the Sponsor, and any other tax or govern-
mental 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 Certifi-
cate 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
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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 represen-
tatives or heirs of such Unit Holder to claim an accounting or
to take any other action or proceeding in any court for a par-
tition or winding up of the Trust.
EXPENSES AND CHARGES
Fees
The Sponsor's fee is set forth in "Summary of Essen-
tial 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 cre-
ated 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 Essen-
tial Information".
The Sponsor's fee, Trustee's fees and the Evaluator's
fees are payable as of each Record Date from the Interest Ac-
count, to the extent funds are available and thereafter from
the Principal Account. Any of such fees may be increased with-
out approval of the Unit Holders in accordance with the terms
of the Indenture.
Other Charges
The following additional charges are or may be in-
curred 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 ex-
penses) 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 Trus-
tee for any loss, liability or expenses incurred by it in the
administration of the Trust without gross negligence, bad faith
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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 negli-
gence, bad faith or willful misconduct or reckless disregard of
its obligations and duties, (g) expenditures incurred in con-
tacting 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 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 real-
ized. 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 4 New York Plaza, New York, New York 10004. 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 stor-
age 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.
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<PAGE>
Distribution
The Trustee will collect the interest on the Securi-
ties (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 Securi-
ties, and monies paid (if any) pursuant to any contract of in-
surance representing interest on the Securities) as it becomes
payable, and credit such interest to a separate Interest Ac-
count 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 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 re-
ferred 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 appli-
cable expenses, funds required for the redemption of Units and,
if applicable, reimbursements to the Trustee for interest pay-
ments 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".) Pro-
ceeds 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 Essen-
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tial 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 dis-
tributions, payments of expenses and redemptions are in ac-
counts which are non-interest bearing to Unit Holders and are
available for use by The Chase Manhattan Bank, pursuant to nor-
mal 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
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, ex-
pressed 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 Securi-
ties, 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 dispo-
sition 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 fur-
nish 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 Securi-
ties or liquidated damages for default or breach of any condi-
tion or terms of any of the Securities (or any instrument un-
derlying any of the Securities); the amount paid from the In-
terest Account upon the redemption of Units; the deductions
from the Interest Account for applicable taxes, and fees and
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expenses of the Sponsor, the Trustee, the Evaluator and coun-
sel; any other amounts credited to or deducted from the Inter-
est 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
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 insuffi-
cient, 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 ex-
pressed 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 ac-
countants designated by the Sponsor, and the report of such ac-
countants will be furnished by the Trustee to Unit Holders upon
request.
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a corpo-
ration 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 fi-
nancial services company that provides to its individual, cor-
porate, and institutional clients services as a broker in secu-
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<PAGE>
rities and commodities, a dealer in corporate, municipal, and
government securities, an investment banker, an investment ad-
viser, 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 ex-
changes 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 ma-
jor commodities exchanges. Dean Witter is currently servicing
its clients through a network of approximately 390 domestic and
international offices with approximately 25,000 account execu-
tives servicing individual and institutional client accounts.
Limitations on Liability
The Sponsor is liable for the performance of its ob-
ligations arising from its responsibilities under the Inden-
ture, 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 obliga-
tions 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 cer-
tain 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 decla-
ration 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 re-
tention of a Security detrimental to the Trust and to the in-
terests of the Unit Holders. The Sponsor may also direct the
Trustee to dispose of a Security if such disposition is desir-
able to maintain the qualification of the Trust as a "regulated
investment company" under the Internal Revenue Code.
The Sponsor intends to monitor continuously develop-
ments affecting the Securities in the Trust in order to deter-
mine whether the Trustee should be directed to dispose of any
such Securities.
In the event that an offer shall be made by an obli-
gor of any of the Securities to issue new obligations and/or
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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 secu-
rities, 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
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 underly-
ing 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 In-
denture or shall fail to perform or be incapable of performing
its duties thereunder or shall become bankrupt or if its af-
fairs are taken over by public authorities, the Indenture di-
rects 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 4 New York Plaza, New York, NY 10004. The Trustee is sub-
ject 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 connec-
tion with the storage and handling of certain Securities depos-
ited in a Trust, the Trustee may use the services of the De-
pository 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 un-
der the Banking Law of the State of New York, a member of the
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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 disposi-
tion 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 In-
denture provides that the Trustee shall not be personally li-
able 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 mate-
rial 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 resig-
nation to all Unit Holders then of record, the Trustee and any
successor may resign. In such an event the Sponsor is obli-
gated 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 materi-
ally 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 determi-
nation by the Sponsor. Such resignation or removal shall be-
come effective upon the acceptance of appointment by the suc-
cessor trustee. If upon resignation of a trustee no successor
has been appointed or, if appointed, has not accepted the ap-
pointment 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 ac-
cepts its appointment as such or when a court of competent ju-
risdiction appoints a successor trustee.
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EVALUATOR
The Evaluator is Muller Data Corporation ("Muller
Data"), a New York corporation with main offices located at 395
Hudson Street, New York, New York, 10014. Muller Data is a
wholly owned subsidiary of Thomson Publishing Corporation, a
Delaware corporation.
Limitations on Liability
The Trustee, Sponsor and Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no respon-
sibility 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 Evalua-
tor 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 Of-
fering 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 accep-
tance of appointment by a successor evaluator. If upon resig-
nation 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 appoint-
ment 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 cor-
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rect 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 Securi-
ties and Exchange Commission, (3) to add or change any provi-
sion as is necessary or advisable for the continued qualifica-
tion 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 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 con-
sent 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 remain-
ing 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 In-
terest 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 & Rein-
del, a partnership including a professional corporation, 80
Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
-39-
<PAGE>
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 appear-
ing herein, and are included in reliance upon such report given
upon the authority of that firm as experts in accounting and
auditing.
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 as-
sessment 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 ad-
dition, 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 in-
vestor.
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 prin-
cipal 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, 1997, and the related statements of
operations and changes in net assets for each of the three years in the
period then ended. 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,
1997 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank, 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, 1997, and the
results of its operations and the changes in its net assets for each of the
three years in the period then ended in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
July 18, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1997
TRUST PROPERTY
Investments in Securities - at market value (cost
$36,469,605) (Note (a) and Schedule of Portfolio
Securities Notes (2) and (3)) $37,208,639
Accrued interest receivable 220,189
Receivable from Broker 335,281
Total 37,764,109
LIABILITY AND NET ASSETS
Less Liability:
Cash overdraft 46,920
Net Assets:
Balance applicable to 46,801,986 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, plus unrealized market apprecia-
tion of $739,034 $37,208,639
Undistributed principal and net investment
income (Note (b)) 508,550
Net assets $37,717,189
Net asset value per Unit ($37,717,189 divided
by 46,801,986 Units) $ .8059
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
For the years ended May 31,
1997 1996 1995
Investment income - interest $2,855,108 $3,243,986 $2,883,071
Other income - 8,827 204,441
Total income 2,855,108 3,252,813 3,087,512
Less Expenses:
Trustee fees and expenses 114,401 92,865 60,305
Sponsor fees 7,149 12,163 9,424
Total expenses 121,550 105,028 69,729
Investment income - net 2,733,558 3,147,785 3,017,783
Net gain (loss) on investments:
Realized gain on securities sold
or redeemed 256,496 218,700 63,954
Net unrealized market appreciation
(depreciation) 868,748 (1,919,696) 3,137,363
Net gain (loss) on invest-
ments 1,125,244 (1,700,996) 3,201,317
Net increase in net assets resulting
from operations $3,858,807 $1,446,789 $6,219,100
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 years ended May 31,
1997 1996 1995
Operations:
Investment income - net $ 2,733,558 $ 3,147,785 $ 3,017,783
Realized gain on securities sold
or redeemed 256,496 218,700 63,954
Net unrealized market apprecia-
tion (depreciation) 868,748 (1,919,696) 3,137,363
Net increase in net assets
resulting from opera-
tions 3,858,802 1,446,789 6,219,100
Less Distributions to Unit Holders:
Principal (2,782,335) (2,807,365) (1,246,253)
Investment income - net (3,270,628) (3,172,750) (2,802,427)
Total distributions (6,052,963) (5,980,115) (4,048,680)
Plus Capital Share Transactions:
Creation of 788,389 Units and
26,043,984 Units, respectively - 728,984 23,016,000
Redemption of 4,039,361 Units,
1,778,096 Units and 528,000
Units (3,342,890) (1,570,539) (465,606)
Accrued interest on redemption (20,653) (8,279) (2,693)
Total capital share
transactions (3,363,543) (849,834) 22,547,701
Net (decrease) increase in net
assets (5,557,704) (5,383,160) 24,718,121
Net assets:
Beginning of year 43,274,893 48,658,053 23,939,932
End of year (including undistrib-
uted principal and net invest-
ment income of $508,550,
$621,718 and $411,894, respec-
tively) $37,717,189 $43,274,893 $48,658,053
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1997
(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, 1997
(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, 1997 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 739,034
Cost of securities sold or redeemed (5,275,778)
Principal paydowns (7,406,870)
Net amount applicable to investors $37,208,639
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended May 31,
1997 1996 1995
Principal distributions
during year $.0669 $.0542 $.0298
Net investment income dis-
tributions during year $.0570 $.0613 $.0637
Net asset value at end
of year $.8059 $.8512 $.9388
Trust Units outstanding
at end of year 46,801,986 50,841,347 51,831,054
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES 17
May 31, 1997
Range of
Port- Stated
folio Title of Securities Face Coupon Maturity Market
No. Contracted For Amount Rate Dates<F1> Value<F2><F3>
<S> <C> <C> <C> <C> <C>
1. Government National Mortgage
Association, Modified Pass-
Through Mortgage-Backed
Securities $19,604,981 6.50% 4/15/23 - 8/15/24 $18,532,833
2. Government National Mortgage
Association, Modified
Pass-Through Mortgage-Backed
Securities 19,216,263 7.00% 4/15/22 - 7/15/25 18,675,806
$38,821,244 $37,208,639
<F1> 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.)
<F2> The market value of the Securities as of May 31, 1997 was determined by the Evaluator on the
basis of bid side evaluations for the Securities on the last trading date during the period
(May 30, 1997).
<F3> At May 31, 1997 the unrealized market appreciation of Securities was comprised of the following:
Gross unrealized market appreciation $739,034
Gross unrealized market depreciation -
Unrealized market appreciation $739,034
The aggregate cost of the Securities for Federal income tax purposes was $36,469,605 at May 31,
1997.
F-7
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following docu-
ments:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of the Evaluator, Independent Auditors and Stan-
dard & 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 re-
quirements 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. 4 to the Reg-
istration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, all in The City of New York
and State of New York on the 31st day of July, 1997.
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. 4 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 major-
ity of the Depositor's Board of Directors in The City of New
York and State of New York on this 31st day of July, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief Ex- )
ecutive Officer and )
Director* )
By:Thomas Hines
-------------
Thomas Hines
Attorney-in-
fact*
- -------------------------
* Executed copies of the Powers of Attorney filed by a ma-
jority of the Board of Directors of Dean Witter Reynolds
Inc. have been previously filed.
<PAGE>
Name Office
Richard M. DeMartini Director***
Robert J. Dwyer Director***
Christine A. Edwards Director***
James F. Higgins Director***
Charles A. Fiumefreddo Director**
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F. Powers III Director*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection with
Amendment No. 1 to the Registration Statement on Form S-6 for Dean
Witter Select Equity Trust, Select 10 Industrial Portfolio 97-1,
File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with Amend-
ment No. 1 to the Registration Statement on Form S-6 for Dean Wit-
ter Select Equity Trust, Select 10 Industrial Portfolio 96-4, File
No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with the Reg-
istration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 International Series 95-1, File No. 33-56389.
</TABLE>
<PAGE>
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 Serv-
ices, a Division of The McGraw-Hill Compa-
nies, Inc.
27. Financial Data Schedule.
<PAGE>
<PAGE>
Exhibit 23.1a.
Letterhead of MULLER DATA CORPORATION
July 31, 1997
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 referenced
Trust and acknowledge that Muller Data Corporation is currently
acting as the evaluator for the Dean Witter Select Government
Trust, GNMA Portfolio Series 17. Subsequently, we hereby con-
sent to the reference of Muller Data Corporation as evaluator
in the post-effective Amendment.
You are hereby authorized to file a copy of this let-
ter 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 18, 1997, 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
July 31, 1997
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's
A Division of The McGraw-Hill Companies
July 31, 1997
Dean Witter Reynolds, Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
GNMA Portfolio Series 17
It is our understanding that you are filing with the
Securities and Exchange Commission a Post Effective Amendment
to the above-captioned trust, SEC file number 33-26230.
Since the portfolio is composed solely of securities
covered by bond insurance policies that insure against default
in the payment of principal and interest on the securities for
so long as they remain outstanding and such policies have been
issued by one or more insurance companies which have been as-
signed "AAA" claims paying ability ratings by Standard &
Poor's, we reaffirm the assignment of a "AAA' rating to the
units and a "AAA' rating to the securities in the trust.
You have permission to use the name of Standard &
Poor's Ratings Services, a division of The McGraw-Hill Compa-
nies, Inc. and the above-assigned rating in connection with
your dissemination of information relating to these units, pro-
vided that it is understood that the ratings are not "market"
ratings nor recommendations to buy, hold, or sell the units of
the trust or the securities in the trust. Further, it should
be understood that the rating on the unit 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 pay-
ment 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 pub-
lic of the ratings. Standard & Poor's relies on the sponsor
and its counsel, accountants, and other experts for the accu-
racy and completeness of the information submitted in connec-
tion with the ratings. Standard & Poor's does not independ-
ently verify the truth or accuracy of any such information.
<PAGE>
-2-
This letter evidences our consent to the use of the
name of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. in connection with the rating as-
signed to the units in the amendment referred to above. How-
ever, 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, Inc. 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 a copy of your final pro-
spectus as soon as it becomes available. Should we not receive
it within a reasonable time after the closing or should it 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
Managing Director
<PAGE>
<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 PRTFOLIO SERIES 17
AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT GOVERNMENT TRUST
GNMA PORTFOLIO SERIES
<NUMBER> 17
<MULTIPLIER> 1
<FISCAL-YEAR-END> May-31-1997
<PERIOD-START> Jun-1-1996
<PERIOD-END> May-31-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 36,469,605
<INVESTMENTS-AT-VALUE> 37,208,639
<RECEIVABLES> 220,189
<ASSETS-OTHER> 335,281
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 37,764,109
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 46,920
<TOTAL-LIABILITIES> 46,920
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36,463,414
<SHARES-COMMON-STOCK> 46,801,986
<SHARES-COMMON-PRIOR> 50,841,347
<ACCUMULATED-NII-CURRENT> 502,359
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 739,034
<NET-ASSETS> 37,717,189
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,855,108
<OTHER-INCOME> 0
<EXPENSES-NET> 121,550
<NET-INVESTMENT-INCOME> 2,733,558
<REALIZED-GAINS-CURRENT> 256,496
<APPREC-INCREASE-CURRENT> 868,748
<NET-CHANGE-FROM-OPS> 3,858,807
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,270,628
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 2,782,335
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 4,039,361
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,557,704
<ACCUMULATED-NII-PRIOR> 621,606
<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>
