<PAGE>
U.S. Treasury Series 5
File No. 33-27906
Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
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 27, 1995, the Registrant
filed the Rule 24f-2 Notice for its most recent
fiscal year.
<PAGE>
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. a. Name of Trust ) Front Cover
b. Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Admini-
Trust Agreement ) stration of the Trust
) -- Termination
7. Changes of name ) <F30>
8. Fiscal Year ) Included in Form N-8B-2
9. Litigation ) <F30>
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
a. Type of Securities ) Rights of Unit Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(Registered or Bearer) ) -- Unit Holders
b. Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive) ) from the Interest,
) Principal and Capital
) Gains Accounts
c. Rights of Holders as to ) Rights of Unit Holders --
Withdrawal or Redemption ) Unit Holders; Redemption;
) Public Offering of Units-
) Secondary Market;
) Exchange Option
d. Rights of Holders as to ) Public Offering of Units-
conversion, transfer, etc. ) Secondary Market;
) Exchange Option;
) Redemption; Rights of
) Unit Holders-Unit Holders
e. Lapses or defaults with ) <F30>
respect to periodic payment )
plan certificates )
f. Voting rights as to ) Rights of Unit Holders-
Securities under the ) Certain Limitations;
Indenture ) Administration of the
) Trust -- Amendment; --
) Termination
g. Notice to Holders as to )
change in: )
1. Assets of Trust ) Administration of the
) Trust-Portfolio
) Supervision; The
) Trust-Summary Description
) of the Portfolio
2. Terms and Conditions ) Administration of the
of Trust's Securities ) Trust -- Amendment
3. Provisions of Trust ) Administration of the
) Trust -- Amendment
4. Identity of Depositor ) Resignation, Removal and
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
and Trustee ) Liability -- Regarding
) the Trustee;
) -- Regarding the Sponsor
h. Security Holders consent )
required to change: )
1. Composition of assets ) Administration of the
of Trust ) Trust -- Amendment
2. Terms and conditions ) Administration of the
of Trust's Securities ) Trust -- Amendment
3. Provisions of ) Administration of the
Indenture ) Trust -- Amendment
4. Identity of Depositor ) <F30>
and Trustee )
11. Type of securities comprising ) The Trust-Summary
units ) Description of the
) Portfolio; Objectives and
) Securities Selection;
) -- Special Considerations
12. Type of securities comprising ) <F30>
periodic payment certificates )
13. a. Load, fees, expenses, etc. ) Public Offering of Units-
) Public Offering
) Price;-Volume Discount;
) Exchange Option; Expenses
) and Charges
b. Certain information ) <F30>
regarding periodic payment )
certificates )
c. Certain percentages ) Public Offering of Units-
) Public Offering Price;
) -Profit of Sponsor;
) -Volume Discount;
) Exchange Option
d. Certain other fees, etc. ) Rights of Unit Holders -
payable by holders ) Unit Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
e. Certain profits receivable ) Public Offering of Units
by depositor, principal ) -- Profit of Sponsor
underwriters, trustee or )
affiliated persons )
f. Ratio of annual charges ) <F30>
to income )
14. Issuance of trust's securities ) Introduction
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition ) Introduction; Admini-
of underlying securities ) stration of the Trust --
) Portfolio Supervision;
) The Trust -- Objectives
) and Securities Selection;
) -- Summary Description of
) the Portfolio
17. Withdrawal or redemption ) Redemption; Public Offer-
) ing of Units-Secondary
) Market; Exchange Option;
) Rights of Unit Holders
18. a. Receipt and disposition ) Administration of the
of income ) Trust
b. Reinvestment of ) Reinvestment Programs
distributions )
c. Reserves or special fund ) Administration of the
) Trust-Distributions from
) the Interest, Principal
) and Capital Gains
) Accounts
d. Schedule of distribution ) <F30>
19. Records, accounts and report ) Administration of the
) Trust; Resignation,
) Removal and Liability
20. Certain miscellaneous ) Administration of the
provisions of the trust ) Trust -- Amendment;
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
agreement ) -- Termination;
) Resignation, Removal and
) Liability -- Regarding
) the Trustee; -- Regarding
) the Sponsor
21. Loans to security holders ) <F30>
22. Limitations on liability ) Resignation, Removal and
) Liability
23. Bonding arrangements ) Included on Form N-8B-2
24. Other material provisions of ) <F30>
trust agreement )
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor ) Miscellaneous -- Sponsor
26. Fees received by Depositor ) Public Offering of Units-
) Profit of Sponsor
27. Business of Depositor ) Miscellaneous -- Sponsor;
) and included in Form
) N-8B-2
28. Certain information as to ) <F30>
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) <F30>
31. Payments by Depositor for ) <F30>
certain other services )
32. Payments by Depositor for ) <F30>
certain other services )
rendered to trust )
33. Remuneration of employees of ) <F30>
Depositor for certain services )
rendered to trust )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
34. Remuneration of other ) <F30>
persons for certain services )
rendered to trust )
IV. Distribution and Redemption of Securities
35. Distribution of trust's ) Public Offering of Units-
securities by states ) Public Distribution
36. Suspension of sales of ) <F30>
trust's securities )
37. Revocation of authority to ) <F30>
distribute )
38. a. Method of distribution ) Public Offering of Units
b. Underwriting agreements )
c. Selling agreements )
39. a. Organization of principal ) Miscellaneous -- Sponsor
underwriter )
b. N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units-
principal underwriter ) Profit of Sponsor
41. a. Business of principal ) Miscellaneous -- Sponsor
underwriter )
b. Branch officers of principal) <F30>
underwriter )
c. Salesman of principal ) <F30>
underwriter )
42. Ownership of trust's securities ) <F30>
by certain persons )
43. Certain brokerage commissions ) <F30>
received by principal underwriter)
44. a. Method of valuation ) Public Offering of Units
) -- Public Offering Price;
) -- Secondary Market
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Schedule as to offering ) <F30>
price )
c. Variation in offering ) Public Offering of Units-
price to certain persons ) -Volume Discount;
) Exchange Option
45. Suspension of redemption rights ) <F30>
46. a. Redemption valuation ) Public Offering of Units-
) Secondary Market;
) Redemption -- Right of
) Redemption; --
) Computation of Redemption
) Value
b. Schedule as to redemption ) <F30>
price )
47. Maintenance of position in ) See items 10(d), 44 and
underlying securities ) 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation ) Miscellaneous -- Trustee
of Trustee )
49. Fees and expenses of Trustee ) The Trust -- Estimated
) Annual Income and Current
) Return; Expenses and
) Charges
50. Trustee's lien ) Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. a. Name and address of ) <F30>
Insurance Company )
b. Type of policies ) <F30>
c. Type of risks insured and ) <F30>
excluded )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
d. Coverage of policies ) <F30>
e. Beneficiaries of policies ) <F30>
f. Terms and manner of ) <F30>
cancellation )
g. Method of determining ) <F30>
premiums )
h. Amount of aggregate ) <F30>
premiums paid )
i. Who receives any part of ) <F30>
premiums )
j. Other material provisions ) <F30>
of the Trust relating to )
insurance )
VII. Policy of Registrant
52. a. Method of selecting and ) Administration of the
eliminating securities ) Trust -- Portfolio
from the Trust ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
) Description of the
) Portfolio
b. Elimination of securities ) <F30>
from the Trust )
c. Policy of Trust regarding ) Administration of the
substitution and ) Trust -- Portfolio
elimination of securities ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
) Description of the
) Portfolio
d. Description of any ) Administration of the
fundamental policy of the ) Trust -- Portfolio
Trust ) Supervision; The Trust --
) Objectives and Securities
) Selection; -- Summary
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
) Description of the
) Portfolio
53. a. Taxable status of the ) Federal Taxation
Trust )
b. Qualification of the ) <F30>
Trust as regulated )
investment company )
VIII. Financial and Statistical Information
54. Information regarding the ) <F30>
Trust's past ten fiscal years )
55. Certain information regarding ) <F30>
periodic payment plan )
certificates )
56. Certain information regarding ) <F30>
periodic payment plan )
certificates )
57. Certain information regarding ) <F30>
periodic payment plan )
certificates )
58. Certain information regarding ) <F30>
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition; Statement of
) Operations; Statement of
) Changes in Net Assets
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
ATTENTION FOREIGN INVESTORS:
YOUR INCOME FROM THIS TRUST IS EXEMPT FROM FEDERAL WITHHOLDING
TAXES WHEN CERTAIN CONDITIONS ARE MET UNDER CURRENT LAW.
_______________________________________________________________
LOGO
Dean Witter Select Government Trust
U.S. Treasury Series 5
(LADDERED MATURITIES)
Standard & Poor's Corporation Rating: AAA
(A Unit Investment Trust)
_______________________________________________________________
This Trust was formed for the purpose of providing safety of
capital and current monthly distributions of interest through
investment in a portfolio consisting primarily of current
interest-bearing United States Treasury obligations that are
backed by the full faith and credit of the United States
Government. The Trust was structured on the Date of Deposit so
that the Securities will mature in a "laddered" fashion over
approximately five years from the Date of Deposit and will
provide for the return to the Unit Holders of approximately 20%
of the per Unit face amount of the Securities initally included
in the Trust every 6-15 months beginning in 1998. The value of
the Units of the Trust will fluctuate with the value of the
portfolio of underlying Securities. Interest income (including
original issue discount) or capital gains, if any, are exempt
from federal withholding taxes for qualified foreign investors
if certain conditions are met.
The Initial Public Offering of Units in the Trust has been
completed. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by
purchase from the Trustee of Units tendered for redemption or
in the Secondary Market.
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
_______________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
______________________________________________________________
Read and retain this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and the Units are not
federally insured by the Federal Deposit Insurance Corporation,
Federal Reserve Board, or any other agency.
Prospectus dated September 28, 1995
<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
U.S. TREASURY SERIES 5
TABLE OF CONTENTS
Page
Table of Contents.................................. A-1
Summary of Essential Information................... A-3
Introduction....................................... 1
The Trust.......................................... 2
Special Considerations....................... 2
Summary Description of the Portfolio......... 3
Rating of Units.............................. 4
Objectives and Securities Selection.......... 4
The Units.................................... 5
Estimated Annual Income and Estimated
Long-Term Return Per 1,000 Units........... 5
Tax Status of the Trust............................ 6
Retirement Plans................................... 10
Public Offering of Units........................... 10
Public Offering Price........................ 10
Public Distribution.......................... 11
Secondary Market............................. 12
Profit of Sponsor............................ 12
Volume Discount.............................. 13
Reinvestment Program............................... 14
Redemption......................................... 15
Right of Redemption.......................... 15
Computation of Redemption Price.............. 16
Postponement of Redemption................... 17
Rights of Unit Holders............................. 17
Unit Holders................................. 17
Certain Limitations.......................... 17
Expenses and Charges............................... 18
Fees......................................... 18
Other Charges................................ 18
Administration of the Trust........................ 19
Records and Accounts......................... 19
Distribution................................. 20
Distributions from the Interest
and Principal Accounts..................... 20
Reports to Unit Holders...................... 22
Sponsor............................................ 24
Trustee............................................ 25
A-1
<PAGE>
Page
Evaluator......................................... 27
Amendment and Termination of the Indenture........ 27
Legal Opinions.................................... 29
Auditors.......................................... 29
Description of Rating............................. 29
Independent Auditor's Report...................... F-1
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Evaluator:
Kenny S&P Evaluation Services,
a Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006
Trustee:
The Chase Manhattan Bank (National Association)
1 Chase Manhattan Plaza
New York, New York 10081
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
U.S. TREASURY SERIES 5
As of May 31, 1995
Number of Units 16,949,750
Fractional Undivided Interest in the Trust Represented by Each Unit 1/16,949,750th
Public Offering Price per 1,000 Units:
Aggregate Value of Securities in the Trust $17,379,072.00
Divided by 16,949,750 Units (times 1,000) $ 1,025.33
Plus Sales Charge<F1> of 2.250% of Public Offering Price (2.302% of net amount invested
in Securities) 23.60
Public Offering Price per 1,000 Units $ 1,048.93
Plus amounts per 1,000 Units of Undistributed Principal, Net Investment Income
and Accrued Interest 22.43
$ 1,071.36
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based on
the value of the underlying Securities, $23.60 less than the Public Offering Price per
1,000 Units) plus amounts of Undistributed Principal and Net Investment Income $ 1,047.76
Estimated Long-Term Return (based on Public Offering Price) 5.806%
<S> <C> <S> <C>
Evaluation Time Close of trading on the New York Stock Exchange
(currently 4:00 PM New York time).
Record Date Interest distributions: the first day of each month.
Principal distributions: the first business day
following the maturity of each Security.
Distribution Date Interest distributions: the fifteenth day of each
month.
Principal distributions: the fifth business day
following the maturity of each Security.
Minimum Principal Distribution Amount No distribution need be made from the Principal
Account if the balance therein is less than $1.00
per 1,000 Units outstanding.
Mandatory Termination Date May 15, 2002
Discretionary Liquidation Amount The Indenture may be terminated by the Sponsor if the
value of the Trust at any time is less than
$7,990,351.
Trustee's Fee $1.10 per 1,000 face amount of underlying Securities.
Sponsor's Annual Portfolio Supervision Fee Maximum of $.25 per 1,000 face amount of underlying
Securities.
Minimum of $10.00 plus $.25 for each issue of underlying
Securities in excess of 50 issues (treating separate
maturities as separate issues)
<F1>Volume purchasers of Units are entitled to a reduced sales charge. See "Public Offering
of Units - Volume Discount" in this Prospectus.
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Government Trust,
U.S. Treasury Series 5 (the "Trust") is a unit investment trust
composed primarily of current interest-bearing United States
Government Treasury obligations issued after July 18, 1984,
listed in the Schedule of Portfolio Securities, herein (the
"Securities"). The Securities are direct obligations of the
United States and are backed by the full faith and credit of
the United States Government. The Trust was created under the
laws of the State of New York pursuant to an Indenture (as
hereinafter defined). The objectives of the Trust are to
provide safety of capital and current monthly distributions of
interest through investment in a portfolio consisting primarily
of current interest-bearing United States Treasury obligations.
(See: "The Trust -- Special Considerations", herein.)
The Trust consists of a fixed portfolio of United
States Treasury obligations with consecutive annual maturities
ranging from October 15, 1998 to May 15, 2002 (referred to as
"laddered maturities"). By doing so, the Trust maintains a
portion of the Portfolio in longer-term Securities. The Trust
was structured on the Date of Deposit so that as the Securities
mature, the Trust will return to Unit Holders every 6-15 months
beginning in 1998, approximately 20% of the per Unit face
amount of the Securities initially included in the Trust. If
interest rates rise, Unit Holders may be able to reinvest their
principal distributions as received in higher-yielding
obligations. Therefore, Unit Holders are not "locking up" all
of their principal investment over the life of the Trust.
Conversely, however, if interest rates decline, Unit Holders
will be receiving payments of principal at times when only
lower-yielding investments of comparable quality are available.
Reinvesting at such time may result in an over-all lower yield
than would result from a single investment maturing at the
close of the life of the Trust.
MONTHLY DISTRIBUTIONS -- Monthly distributions of
interest will be made on or shortly after the fifteenth day of
each month to Unit Holders of record on the first day of each
month commencing with the first distribution on the date
indicated herein. Distribution of principal upon maturity of
each Security will be made on the fifth business day after the
maturity date of such Security to Holders of record on the
first business day following such maturity date. The Sponsor
believes that interest income from this Trust (including
original issue discount) should be free from state income taxes
on individuals. In addition, an exemption from federal
withholding taxes is available to qualified foreign Unit
A-4
<PAGE>
Holders meeting certain requirements. (See: "Tax Status of
the Trust", herein.)
Principal from sales, redemptions and maturities of
bonds will be distributed as received, to the extent not
utilized for the redemption of Units or payment of Trust
expenses. Interest payments will decline as principal is
returned.
SECURITIES -- Six issues of Securities comprise the
Portfolio of the Trust in the following proportions based on a
percentage of total principal amount:
Title of Security Proportionate Relationship
7.125% U.S. Treasury Notes
due October 15, 1998............. 20%
7.00% U.S. Treasury Notes
due April 15, 1999............... 20%
8.50% U.S. Treasury Notes
due February 15, 2000............ 20%
8.00% U.S. Treasury Notes
due May 15, 2001................. 20%
7.50% U.S. Treasury Notes
due May 15, 2002................. 10%
U.S. Treasury Securities
Stripped Interest Payment
due May 15, 2002................. 10%
100%
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 2.302% of such bid side evaluation per
1,000 Units (the net amount invested); this results in a sales
charge of 2.25% of the Public Offering Price. The sales charge
of 2.25% will decline over the life of the Trust in the
following manner: on July 1, 1998 it will decline to 2.00%
(2.041% of the net amount invested); on July 1, 1999 it will
decline to 1.75% (1.781% of the net amount invested); and on
July 1, 2000 it will decline to 1.25% (1.266% of the net amount
invested). Units are offered at the Public Offering Price plus
accrued interest. (See: "Public Offering of Units", herein.)
SECONDARY MARKET FOR UNITS -- The Sponsor, though not
obligated to do so, intends to maintain a secondary market for
the Units based on the aggregate bid side evaluation of the
underlying Securities. 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
A-5
<PAGE>
of the underlying Securities (see: "Redemption", herein).
Market conditions may cause such prices to be greater or less
than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of
the Trust should be made with an understanding of the risks
which an investment in fixed rate debt obligations may entail,
including the risk that the value of the Units will decline
with increases in interest rates. An increase in interest
rates can be expected to reduce the value of the Securities and
result in a loss to Unit Holders selling or redeeming Units
prior to the maturity of each Security. In addition, an early
redemption at par of a security purchased at a premium or a
maturity at par of a security purchased at a premium will
result in a reduction in yield and a loss of principal to the
Unit Holders. The Trust is considered to be concentrated in
Securities issued by the United States of America. (See: "The
Trust -- Special Considerations" and "The Trust -- Summary
Description of the Portfolio", herein.)
MINIMUM PURCHASE -- $1,000 ($250 for IRAs).
A-6
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
INTRODUCTION
The Dean Witter Select Government Trust, U.S.
Treasury Series 5 (the "Trust") was created on June 29, 1992
(the "Date of Deposit") under the laws of the State of New York
pursuant to a Trust Indenture and Agreement and a related
Reference Trust Agreement (collectively, the "Indenture")<F31>,
among Dean Witter Reynolds Inc. (the "Sponsor"), United States
Trust Company of New York, the successor of which is The Chase
Manhattan Bank (National Association), (the "Trustee") and
Kenny Information Systems, Inc. (the "Evaluator"). The Sponsor
is a principal operating subsidiary of Dean Witter, Discover &
Co. ("DWDC"), a publicly-held corporation. (See: "Sponsor",
herein.) The objectives of the Trust are to provide investors
with safety of capital and current monthly distributions of
interest through investment in a fixed portfolio of Securities
(the "Portfolio"), consisting of U.S. Treasury obligations,
which are backed by the full faith and credit of the United
States Government. Because the Securities (as defined below)
in the Trust have consecutive or "laddered" maturities, the
Trust will maintain a portion of the Portfolio in longer-term
securities while paying to Unit Holders a portion of the
principal invested each year, commencing in the year set forth
in the first part of this prospectus.
The Trust was created simultaneously with the
execution of the Indenture and the deposit of the Securities
with the Trustee. 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 for sale to the public. The
holders of Certificates (the "Unit Holders") will have the
right to have their Units redeemed at a price based on the
aggregate bid side evaluation of the Securities (the
"Redemption Price") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes
to maintain. In addition, the Sponsor may offer for sale
through this Prospectus Units which the Sponsor may have
repurchased in the secondary market or upon the tender of such
Units for redemption.
On May 31, 1995, each Unit represented the fractional
undivided interest in the Securities and net income of the
___________________
<F31> Reference is hereby made to said Indenture and any statements
contained herein are qualified in their entirety by the provisions of
said Indenture.
1
<PAGE>
Trust set forth under "Summary of Essential Information".
Because regular payments of principal are to be received and
certain of the Securities will mature in accordance with their
terms or may be sold under certain circumstances described
herein, the Trust is not expected to retain its present size
and composition. Units will remain outstanding until redeemed
upon tender to the Trustee by any Unit Holder (which may
include the Sponsor) or until the termination of the Trust
pursuant to the Indenture.
THE TRUST
Special Considerations
An investment in Units of the Trust should be made
with an understanding of the risks which an investment in fixed
rate debt obligations may entail, including the risk that the
value of the Portfolio, and hence of the Units, will decline
with increases in interest rates. The value of the underlying
Securities will fluctuate inversely with changes in interest
rates. In recent years, the national economy has experienced
significant variations in rates of inflation and economic
growth, substantial increases in the national debt, a
substantial increase in reliance upon foreign investors to
finance the national debt, and material reformulation of
federal tax, monetary and regulatory policies. These
conditions have been associated with wide fluctuations in
interest rates and thus in the value of fixed rate debt
obligations. The Sponsor cannot predict whether such
fluctuations will continue in the future.
The Securities in the Portfolio were chosen in part
on the basis of their respective stated maturity dates. The
ranges of maturity dates of each of the Securities contained in
the Portfolio are shown on the "Schedule of Portfolio
Securities", herein.
The Trust may be an appropriate medium for investors
who desire to invest in a portfolio of taxable fixed income
federal securities offering the safety of capital provided by
an investment in U.S. Treasury obligations backed by the full
faith and credit of the United States Government. Investors in
the Trust may find it advantageous to elect to reinvest the
monthly distributions expected to be made by the Trust, under
the Reinvestment Program of the Sponsor. (See: "Reinvestment
Program", herein.)
Certain of the Securities in the Trust may have been
acquired at a market premium. Securities trade at a premium
because the interest rates on the Securities are higher than
interest on comparable debt securities being issued at
currently prevailing interest rates. The current returns of
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securities trading at a market premium are higher than the
current returns of comparably rated debt securities of a
similar type issued at currently prevailing interest rates
because premium securities tend to decrease in market value as
they approach maturity, when the face amount becomes payable.
Because part of the purchase price is thus returned not at
maturity but through current income payments, an early
redemption at par of a security purchased at a premium or a
maturity at par of a security purchased at a premium will
result in a reduction in yield and a loss of principal to the
Unit Holders. If currently prevailing interest rates for newly
issued and otherwise comparable securities increase, the market
premium of previously issued securities will decline and if
currently prevailing interest rates for newly issued comparable
securities decline, the market premium of previously issued
securities will increase, other things being equal. Market
premium attributable to interest rate changes does not indicate
market confidence in the issue.
Summary Description of the Portfolio
The Portfolio consists of Securities issued by the
United States of America ("Treasury Obligations"), which are
direct obligations of the United States and therefore are
backed by the full faith and credit of the United States
Government. As used herein, the term "Securities" includes the
Securities deposited in the Trust and any Additional Securities
which may have been acquired and held by the Trust in the
circumstances permitted by the provisions of the Indenture.
The Securities are different issues of bonds, notes, debentures
and other debt obligations with fixed final maturity dates.
None of the Securities have any equity or conversion features.
Most of the Securities are current interest-bearing obligations
of the United States of America. One of the Securities is a
"zero coupon" obligation of the United States. A zero coupon
bond makes no present interest payments. Rather, it makes one
payment of its face amount at maturity.
Treasury Obligations represent 100% of the aggregate
market value of the Portfolio. These Securities are sold by
the United States Department of the Treasury (the "Treasury")
to finance shortfalls between the Treasury's income and
expenditures. Such gaps may have been planned and accounted
for in the budget, or they may arise from unexpected changes in
economic, political, fiscal and other circumstances. Treasury
Securities constitute public debt of the United States and are,
therefore, direct obligations of the United States.
The Trust consists of the Securities listed under
"Schedule of Portfolio Securities", herein, as long as such
Securities may continue to be held from time to time in the
Trust (including certain securities deposited in the Trust in
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exchange or substitution for any Securities pursuant to the
Indenture) together with accrued and undistributed interest
thereon and undistributed and uninvested cash realized from the
disposition of Securities. Because 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, the Trust is not expected to retain for any
length of time its present size and composition.
The Sponsor, although not obligated to do so, intends
to maintain a secondary market for the Units based on the
aggregate bid side of the market for the Units. (See: "Public
Offering of Units -- Secondary Market", herein.) Unit Holders
of the Trust, in the absence of a secondary market for Units,
will have the right to have one or more of their Units redeemed
by the Trustee at a price equal to the Redemption Price thereof
(see: "Redemption", herein), based on the then aggregate bid
price for the Securities in the Portfolio. Due to fluctuations
in the market price of the Securities in the Portfolio, among
other factors, the amount realized by a Unit Holder upon the
redemption or sale of Units may be less than the price paid for
such Units by the Unit Holder.
Rating of Units
Standard & Poor's Corporation has rated the Units of
the Trust "AAA". This is the highest rating assigned by
Standard & Poor's Corporation. (See: "Description of Rating",
herein.) Standard & Poor's Corporation has been compensated by
the Sponsor for its services in rating Units of the Trust.
Objectives and Securities Selection
The Trust was formed to provide investors with an
investment vehicle whose objectives are safety of capital and
current monthly distributions of interest. There is no
guarantee, however, that the Trust's objectives will be
achieved.
Even though the Portfolio consists primarily of
Treasury Obligations which pay interest no more often than
semi-annually, the Trust will pay interest monthly through
advances made by the Trustee, which will then be reimbursed
when interest is received (see: "Distributions from Interest
and Principal Accounts", herein).
In selecting Securities for deposit in the Trust, the
following factors, among others, were considered by the
Sponsor: (i) the types of such securities available; (ii) the
prices and yields of such securities relative to other
comparable securities; and (iii) the maturities of such
securities.
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The yields on Securities of the type deposited in the
Trust are dependent on a variety of factors, including general
money market conditions, fluctuations in interest rates,
general conditions of the government securities markets, size
of a particular offering and the maturity of the obligations.
The Units
On May 31, 1995, each Unit represented the fractional
undivided interest in the Trust set forth under "Summary of
Essential Information". Thereafter, if Units are redeemed by
the Trustee, the face amount of Securities in the Trust will be
reduced by amounts allocable to redeemed Units, and the
fractional undivided interest represented by each Unit in the
balance will be increased, although the interest in the Trust
assets represented by each Unit will remain unchanged. Units
will remain outstanding until redeemed upon tender to the
Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust itself (see: "Redemption"
and "Amendment and Termination of the Indenture --
Termination", herein).
Estimated Annual Income and Estimated
Long-Term Return Per 1,000 Units
On May 31, 1995, the estimated net annual income per
1,000 Units was estimated to be the amount set forth under
"Summary of Essential Information". This figure is computed by
dividing the total gross annual interest income expected to be
received by the Trust by the number of Units outstanding on
such date, less estimated annual fees and expenses of the
Trustee, the Sponsor and the Evaluator, multiplied by 1,000
Units. Thereafter, the net annual income per 1,000 Units will
change whenever Securities mature, are redeemed, or are sold,
or as substitute Securities are deposited into the Trust, or as
the expenses of the Trust change. The fees of the Trustee, the
Sponsor and the Evaluator are subject to change without the
consent of Unit Holders to the extent provided under "Expenses
and Charges", herein.
The Estimated Long-Term Return on May 31, 1995, is
set forth under "Summary of Essential Information", herein.
Estimated Long-Term Return is a measure of the estimated return
to the investor earned over the estimated life of the Trust.
The Estimated Long-Term Return represents an average of the
yields to estimated average life of the Securities in the
Portfolio and is adjusted to reflect expenses and sales
charges. The Estimated Long-Term Return figure is calculated
by the Sponsor in the manner discussed below, using an
estimated average life for each of the Securities. Estimated
average life is an essential factor in the calculation of
Estimated Long-Term Return. When the Trust has a shorter
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average life than is estimated, Estimated Long-Term Return will
be higher if the Trust contains securities priced at a discount
and lower if the securities are priced at a premium.
Conversely, if the Trust has a longer average life than is
estimated, Estimated Long-Term Return will be lower when the
securities are priced at a discount and higher if the
securities are priced at a premium. In calculating Estimated
Long-Term Return, the average yield for the Portfolio is
derived by weighting each Security's yield (which takes into
account the amortization of premiums and the accretion of
discounts) by the market value of the Security and by the
amount of time remaining to the estimated average life. Once
the average Portfolio yield is computed, this figure is then
adjusted for estimated expenses and the effect of the maximum
sales charge paid by investors. Estimated Long-Term Return
calculation does not take into account certain delays in
distributions of income and the timing of other receipts and
distributions on Units and may, depending on maturities, over-
or understate the impact of sales charges. Both of these
factors may result in a lower figure.
TAX STATUS OF THE TRUST
In the opinion of Messrs. Cahill Gordon & Reindel,
special counsel for the Sponsor, under existing law:
The Trust is not an association taxable as a
corporation for United States federal income tax purposes
and income of the Trust will be treated as income of the
Unit Holders in the manner set forth below. Each Unit
Holder will be considered the owner of a pro rata portion
of each asset of the Trust under the grantor trust rules
of Sections 671-678 of the Internal Revenue Code of 1986,
as amended (the "Code").
Each Unit Holder will be considered to have received
his pro rata share of interest derived from each Trust
asset when such interest is received by the Trust. Each
Unit Holder will be required to include in his gross
income, as determined for Federal income tax purposes,
original issue discount with respect to his interest in a
Security held by the Trust at the same time and in the
same manner as though the Unit Holder were the direct
owner of such interest. Each Unit Holder's pro rata share
of each expense paid by the Trust is deductible by the
Unit Holder to the same extent as though the expense had
been paid directly by him.
Each Unit Holder will have a taxable event when a
Security is disposed of (whether by sale, exchange,
redemption, or payment at maturity) or when the Unit
Holder redeems or sells his Units. The total tax cost of
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each Unit to a Unit Holder must be allocated among the
cash and Securities held in the Trust in accordance with
their relative fair market values on the date the Unit
Holder purchases his Units in order to determine his per
Unit tax basis for the Securities represented thereby. If
a Unit Holder's tax cost of his pro rata interest in a
Security exceeds the amount payable in respect of such pro
rata interest upon the maturity of the Security, such
excess is a "bond premium" which may be amortized by the
Unit Holder at the Unit Holder's election as provided in
Section 171 of the Code.
The tax basis of a Unit Holder with respect to his
interest in a Security will be increased by the amount of
original issue discount thereon properly included in the Unit
Holder's gross income as determined for Federal income tax
purposes.
The amount of gain recognized by a Unit Holder on a
disposition of a Security by the Trust will be equal to the
difference between such Unit Holder's pro rata portion of the
gross proceeds realized by the Trust on the disposition and the
Unit Holder's tax cost basis in his pro rata portion of the
Security disposed of. Any gain recognized on a sale or
exchange of a Unit Holder's pro rata interest in a Security,
and not constituting a realization of accrued "market
discount", and any loss will be a capital gain or loss, except
in the case of a dealer or financial institution. Gain
realized on the disposition of the interest of a Unit Holder in
a market discount Security is treated as ordinary income to the
extent the gain does not exceed the accrued market discount. A
Unit Holder has an interest in a market discount Security in a
case in which the Unit Holder's tax cost for his pro rata
interest in the Security is less than the stated redemption
price thereof at maturity (or the issue price plus original
issue discount accrued up to the acquisition date, in the case
of an original issue discount Security). If the market
discount is less than 0.25% of the stated redemption price of
the Security at maturity multiplied by the number of complete
years to maturity, the market discount shall be considered to
be zero. Any capital gain or loss arising from the disposition
of a Unit Holder's pro rata interest in a Security will be a
long-term capital gain or loss if the Unit Holder has held his
Units and the Trust has held the Security for more than one
year. 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.
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If the Unit Holder sells or redeems a Unit for cash,
he is deemed thereby to have disposed of his entire pro rata
interest in all Trust assets represented by the Unit and will
have a taxable gain or loss measured by the difference between
his per Unit tax basis for such assets, as described above, and
the amount realized.
Under the personal income tax laws of the State and
City of New York, the income of the Trust will be treated as
the income of the Unit Holders.
The Trust may contain one or more Securities which
were originally issued at a discount ("original issue
discount"). In general, original issue discount can be defined
as the difference between the price at which a Security was
issued and its stated redemption price at maturity. If the
original issue discount is less than 0.25% of the stated
redemption price of the Security at maturity multiplied by the
number of complete years to maturity, the original issue
discount shall be considered to be zero. In the case of a
Security issued after July 1, 1982, original issue discount is
deemed to accrue on a constant interest method which
corresponds, in general, to the economic accrual of interest
(adjusted to eliminate proportionately on an elapsed-time basis
any excess of the amount paid for the Security over the sum of
the issue price and the accrued original issue discount on the
acquisition date). The tax basis in the Security is increased
by the amount of original issue discount that is deemed to
accrue while the Security is held. The difference between the
amount realized on a disposition of the Security (ex currently
accrued interest) and the adjusted tax basis of the Security
will give rise to taxable gain or deductible loss upon a
disposition of the Security by the Trust (or a sale or
redemption of Units by a Unit Holder).
An individual Unit Holder who is neither a citizen
nor a resident of the United States and a corporate Unit Holder
other than a United States domestic corporation (a "foreign
Unit Holder") will not generally be subject to United States
federal income tax, including withholding taxes, on his, her or
its pro rata share of interest and original issue discount on a
Security or any gain from the sale or other disposition of his,
her or its pro rata interest in a Security held in the Trust,
which interest or original issue discount is not effectively
connected with the conduct by the foreign Unit Holder of a
trade or business within the United States and which gain is
either (i) not from sources within the United States or (ii)
not so effectively connected, provided that:
(a) with respect to U.S.-source interest and
original issue discount (i) the Security is in registered
form and was issued after July 18, 1984, (ii) the foreign
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Unit Holder does not own actually or constructively 10
percent or more of the total combined voting power of all
classes of voting stock of Dean Witter, Discover & Co.,
and (iii) the foreign Unit Holder is not a controlled
foreign corporation related (within the meaning of Section
864(d)(4) of the Code) to Dean Witter, Discover & Co.;
(b) with respect to any U.S.-source capital gain,
the foreign Unit Holder (if an individual) is not present
in the United States for 183 days or more during his or
her taxable year in which the gain was realized and so
certifies; and
(c) the foreign Unit Holder provides the required
certifications regarding (i) his, her or its status,
(ii) in the case of U.S.-source income, the fact that the
interest, original issue discount or gain is not
effectively connected with the conduct by the foreign Unit
Holder of a trade or business within the United States,
and (iii) if determined to be required, the 10 percent
stock ownership and controlled foreign corporation matters
mentioned in clauses (a)(ii) and (iii) above.
Foreign Unit Holders should consult their own tax
counsel with respect to United States tax consequences of
ownership of Units.
Each Unit Holder (other than a foreign Unit Holder
who has properly provided the certifications described in the
preceding paragraph) will be requested to provide the Unit
Holder's taxpayer identification number to the Trustee and to
certify that the Unit Holder has not been notified that
payments to the Unit Holder are subject to back-up withholding.
If the taxpayer identification number and an appropriate
certification are not provided when requested, 31% back-up
withholding will apply.
The foregoing discussion relates only to United
States Federal and, to the extent stated, New York State and
City income taxes.
Investors should consult their tax counsel for advice
with respect to their own particular tax situations.
* * *
After the end of each calendar year, the Trustee will
furnish to each Unit Holder an annual statement containing
information relating to the interest received by the Trust on
the Securities, the gross proceeds received by the Trust from
the disposition of any Security (resulting from redemption or
payment at maturity of any Security or the sale by the Trust of
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any Security), and the fees and expenses paid by the Trust.
The Trustee will also furnish required annual information
returns to each Unit Holder and to the Internal Revenue
Service.
The Sponsor believes that Unit Holders who are
individuals should not be subject to state personal income
taxes on the interest (including original issue discount)
received through the Trust. However, Unit Holders (including
individuals) may be subject to state and local taxes on any
capital gains (or market discount treated as ordinary income)
derived from the Trust and to other state and local taxes
(including corporate income and franchise taxes, personal
property or intangibles taxes and estate or inheritance taxes)
on the Units or the income derived therefrom. In addition,
individual Unit Holders (and all other Unit Holders which are
not subject to state income taxes with respect to the interest
derived from the Trust) will probably not be entitled to a
deduction for state tax purposes for their share of the fees
and expenses paid by the Trust or for any interest on
indebtedness incurred to purchase or carry their Units. Even
though the Sponsor believes that interest income (including
original issue discount) received through the Trust is exempt
from state personal income taxes on individuals in most states,
Unit Holders should consult their own tax advisers with respect
to state and local taxation matters.
RETIREMENT PLANS
Trust Units may be suited for purchase by Individual
Retirement Accounts and pension, profit-sharing and other
qualified retirement plans. Investors considering
participation in any such plan should review specific tax laws
and pending legislation related thereto and should consult
their attorneys or tax advisers with respect to the
establishment and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of Units is computed by
adding to the aggregate bid price of the Securities in the
Trust, any money in the Interest and Principal Accounts other
than money held to make payments to Unit Holders on a monthly
Distribution Date and amounts representing taxes, fees and
expenses of the Trust and money required to redeem tendered
Units, by dividing such sum by the number of Units outstanding
and then adding the sales charge shown in "Summary of Essential
Information". A proportionate share of accrued and
undistributed interest on the Securities to the settlement date
for the Units purchased is also added to the Public Offering
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Price. (See: "Estimated Annual Income and Estimated Long-Term
Return Per 1,000 Units", herein.) The Public Offering Price on
the date of this Prospectus or on any subsequent date will vary
in accordance with fluctuations in the evaluation of the
underlying Securities in the Trust.
The aggregate bid prices of the Securities in the
Trust shall be determined for the Trust by the Evaluator.
Evaluations made for purposes of secondary market transactions
by the Sponsor will be made on the bid side of the market on
each business day as of the Evaluation Time, effective for all
sales made during the preceding 24-hour period. Evaluations,
for purposes of redemptions by the Trustee, will be made each
business day as of the Evaluation Time, effective for all
redemptions made subsequent to the last preceding
determination.
In addition to the Public Offering Price, the price
of a Unit includes the Unit's share of accrued interest on the
Securities. Because of the varying interest payment dates of
the Securities, accrued interest on the Securities at any point
in time will be greater than the amount of interest actually
received by the Trust and distributed to Unit Holders.
Therefore, the Unit's share of accrued interest is always added
to the value of the Units. If a Unit Holder sells all or a
portion of his Units, he is entitled to receive his
proportionate share of the accrued interest on the Securities
from the purchaser of his Units. Similarly, if a Unit Holder
redeems all or a portion of his Units, the Redemption Price per
Unit will include accrued interest on the Securities.
On May 31, 1995, 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
Unsold Units or Units acquired by the Sponsor in the
secondary market referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price
calculated 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.
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Secondary Market
While not obligated to do so, it is the Sponsor's
present intention to maintain, at its expense, a secondary
market for Units of this series of the Dean Witter Select
Government Trust and to continuously offer to repurchase Units
for Unit Holders at the applicable Sponsor's Repurchase Price.
(See: "Summary of Essential Information", herein.) The
Sponsor's Repurchase Price is computed by adding to the
aggregate of the bid prices of the Securities in the Trust, any
money in the Interest and Principal Accounts other than money
held to make payments to Unit Holders on a monthly Distribution
Date and money required to redeem tendered Units, plus accrued
interest on the Securities, deducting therefrom expenses of the
Trustee, Sponsor, Evaluator and counsel, and taxes, if any, and
then dividing the resulting sum by the number of Units
outstanding, as of the date of such computation. There is no
refund of the sales charge nor is there any additional sales
charge incurred, when a Unit Holder sells Units back to the
Sponsor. Any Units repurchased by the Sponsor at the Sponsor's
Repurchase Price may be reoffered to the public by the Sponsor
at the then current Public Offering Price, plus accrued
interest. Any profit or loss resulting from the resale of such
Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any
other business reason), the Sponsor may, at any time,
occasionally, from time to time, or permanently, discontinue
the repurchase of Units of this series at the Sponsor's
Repurchase Price. In such event, although under no obligation
to do so, the Sponsor may, as a service to Unit Holders, offer
to repurchase Units at the Redemption Price, a price based on
the current bid prices for the Securities, plus accrued
interest. Alternatively, Unit Holders may redeem their Units
through the Trustee. The Redemption Price per Unit is computed
in the same manner as the Sponsor's Repurchase Price, and is
based on the bid side evaluation of the Securities, not the
offering side evaluation. There is no refund of the sales
charge, nor is any additional sales charge incurred, when a
Unit Holder redeems Units. If the Sponsor repurchases Units in
the secondary market at the Redemption Price, it may reoffer
these Units in the secondary market at the Public Offering
Price or the Sponsor may tender Units so purchased to the
Trustee for redemption. In no event will the price offered by
the Sponsor for the repurchase of Units be less than the
current Redemption Price of those Units. (See: "Redemption",
herein.)
Profit of Sponsor
The Sponsor receives a sales charge on Units sold to
the public and to dealers. The Sponsor may realize profits (or
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sustain losses) while maintaining a secondary market in the
Units, in the amount of any difference between the prices at
which the Sponsor buys Units (based on the bid side of the
Securities in the Trust) and the prices at which the Sponsor
resells such Units (such prices include a sales charge) or the
prices at which the Sponsor redeems such Units (based on the
bid side of the Securities in the Trust), as the case may be.
Volume Discount
Although under no obligation to do so, the Sponsor
intends to permit volume purchasers of Units to purchase Units
at a reduced sales charge. The Sponsor may at any time change
the amount by which the sales charge is reduced, or may
discontinue the discount altogether. This discount in the
sales charge is available to volume purchasers of Units due to
the realization of economies of scale in sales effort and sales
related expenses relating to volume purchases.
The sales charge will be reduced pursuant to the
following graduated scale for sales to any person of at least
$250,000:
Sales Charge
Percent of Public Percent of Net
Aggregate Value of Units Offering Price Amount Invested
Less than $250,000............... 2.25% 2.302%
$250,000 to $499,999............. 2.00% 2.041%
$500,000 to $999,999............. 1.75% 1.781%
$1,000,000 or more............... 1.25% 1.266%
The reduced sales charges as shown on the chart above
will apply to all purchases of Units of this Trust only on any
one day by the same person, partnership or corporation (other
than a dealer) in the amounts stated herein.
Units held in the name of the purchaser's spouse or
in the name of a purchaser's child under the age of 21 are
deemed for the purposes hereof to be registered in the name of
the purchaser. The reduced sales charges are also applicable
to a trustee or other fiduciary, including a partnership or
corporation, purchasing Units for a single trust estate or
single fiduciary account.
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Sales to dealers will be made at prices which include
a concession as follows:
Sales Charge Dealer Concession
2.25% 1.50%
2.00% 1.25%
1.75% 1.10%
1.25% 0.81%
Dealers purchasing certain dollar amounts of Units
during the life of the Trust will be entitled to additional
concession benefits. The Sponsor reserves the right, at any
time, to change the level of dealer concessions.
REINVESTMENT PROGRAM
Distributions of interest, if any, are made to Unit
Holders monthly. Distributions of principal will be made
annually beginning in the year mentioned previously in this
prospectus and may be more frequent. The Unit Holder has the
option, however, of either receiving his distributions of
income and principal from the Trustee or participating in the
reinvestment program offered by the Sponsor, the Dean Witter
U.S. Government Money Market Trust. The Dean Witter U.S.
Government Money Market Trust is composed primarily of
high-yielding short-term government securities that are managed
by the InterCapital Division of the Sponsor. Participation in
the reinvestment program is conditioned on such program's
lawful qualification for sale in the state in which the Unit
Holder is a resident. For more information concerning this
program, the Unit Holder should contact an account executive of
the Sponsor. The appropriate prospectus will be sent to the
Unit Holder. A Unit Holder's election to participate in the
reinvestment program will apply to all Units of this series of
the Trust owned by such Unit Holder. The Unit Holder should
read the prospectus for the reinvestment program carefully
before deciding to participate. Distributions to foreign
investors from the Dean Witter U.S. Government Money Market
Trust will be subject to U.S. Federal income taxes, including
withholding taxes. Once a Reinvestment Election has been
chosen by the Unit Holder, such election shall remain in effect
until changed by the Unit Holder.
Any Unit Holder may, by filing with the Trustee a
written notice of election at least ten days before the Record
Date for the first distribution to which it is to apply, elect
to have distributions of principal and interest, if any,
reinvested in the Dean Witter U.S. Government Money Market
Trust. Unit Holders participating in Individual Retirement
Accounts and pension, profit-sharing and other qualified
retirement plans, should consult their plan custodian as to the
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appropriate disposition of distributions. Elections may be
modified or revoked upon similar notice.
REDEMPTION
Right of Redemption
Units represented by a Certificate may be redeemed at
the Redemption Price, computed as set forth below, upon tender
of such Certificate to the Trustee at its unit investment trust
office in the City of New York, properly endorsed or
accompanied by a written instrument of transfer in form
satisfactory to the Trustee, as set forth in the Certificate,
and executed by the Unit Holder or its authorized attorney. A
Unit Holder may tender his Units for redemption at any time
after the settlement date for purchase, whether or not such
Unit Holder has received a definitive Certificate. The
Redemption Price per Unit is calculated by adding to the
current bid prices for the Securities in the Trust (1) any
money in the Principal Account and Interest Account, other than
money required to redeem tendered Units, (2) a proportionate
share of accrued interest to the day of tender deducting
therefrom expenses of the Trustee, the Sponsor, the Evaluator
and counsel and taxes, if any, and dividing the resulting sum
by the number of Units outstanding as of the date of such
computation. There is no sales charge incurred when a Unit
Holder tenders Units to the Trustee for redemption. The Unit
Holder is entitled to receive the Redemption Price on the
seventh calendar day following tender. The "date of tender" is
deemed to be the date on which the Units are received by the
Trustee, except as regards Units received after the Evaluation
Time stated under "Summary of Essential Information", above,
the date of tender is the next day on which such Exchange is
open for trading and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.
Any amounts to be paid on redemption representing
interest shall be withdrawn from the Interest Account to the
extent funds are available or, if the balance therein is
insufficient, from the Principal Account. All other amounts
paid on redemption shall be withdrawn from the Principal
Account. The Trustee is authorized by the Indenture to sell
Securities in order to provide funds for redemption. To the
extent Securities are sold, the size of a Trust will be
reduced. The Trustee will attempt to maintain the proportions
of types of Securities in the Trust if required to sell
Securities pursuant to this provision. Such sales may be
required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum principal amount in
which Securities may be required to be sold, the proceeds of
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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.
The Securities to be sold for purposes of redeeming
Units will be in proportion to the different types of
Securities in the Trust. Provision is made under the Indenture
for the Sponsor to specify minimum face amounts in which blocks
of Securities are to be sold in order to obtain the best price
for the Trust.
Computation of Redemption Price
The value of the Trust is determined as of the
Evaluation Time stated under "Summary of Essential
Information", above, and (a) semiannually, on June 30 and
December 31 of each year (or the last business day prior
thereto), (b) on the day on which any Unit is tendered for
redemption and (c) on any other business day desired by the
Trustee or requested by the Sponsor.
(1) by adding: the aggregate bid side evaluation of
Securities in the Trust, as determined by the Evaluator;
cash on hand in the Trust or moneys in the process of
being collected from matured interest coupons or bonds
prepaid, matured or called for redemption, other than
money deposited to purchase Contract Obligations or money
credited to the Reserve Account; and accrued but unpaid
interest on the Securities at the close of business on the
date of such Evaluation; and then,
(2) by deducting from the resulting figure: amounts
representing any applicable taxes or governmental charges
payable out of the Trust for the purpose of making an
addition to the reserve account (as defined in the
Indenture, the "Reserve Account"), amounts representing
accrued expenses of the Trust (including, but not limited
to, amounts representing unpaid fees of the Trustee, the
Sponsor, bond counsel and the Evaluator) and monies held
for distribution to Unit Holders of record as of a date
prior to the evaluation being made on the days or dates
set forth above; and then,
(3) by dividing the result of the above computation
by the total number of Units outstanding on the date of
evaluation. The resulting figure equals the Redemption
Price per Unit.
Postponement of Redemption
The right of redemption may be suspended and payment
of the Redemption Price per Unit postponed for more than seven
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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
Certificates are transferable or interchangeable upon
presentation at the unit investment trust office of the
Trustee, properly endorsed or accompanied by an instrument of
transfer satisfactory to the Trustee and executed by the Unit
Holder or its authorized attorney, together with the payment of
$2.00, if required by the Trustee, or such other amount as may
be determined by the Trustee and approved by the Sponsor, and
any other tax or governmental charge imposed upon the transfer
of Certificates. The Trustee will replace any mutilated, lost,
stolen or destroyed Certificate upon proper identification,
satisfactory indemnity and payment of charges incurred. Any
mutilated Certificate must be presented to the Trustee before
any substitute Certificate will be issued.
Certain Limitations
Consent of Unit Holders is not required except with
respect to certain amendments and terminations of the Trust.
(See: "Amendment and Termination of the Indenture", herein.)
Unit Holders shall have no right to control the operation or
administration of the Trust in any manner, except upon the vote
of 51% of the Unit Holders outstanding at any time for purposes
of amendment, or termination of the Trust, all as provided in
the Indenture; however, no Unit Holder shall ever be under any
liability to any third party for any action taken by the
Trustee, the Evaluator or the Sponsor.
The death or incapacity of any Unit Holder will not
operate to terminate the Trust or entitle the legal
representatives or heirs of such Unit Holder to claim an
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accounting or to take any other action or proceeding in any
court for a partition or winding up of the Trust.
EXPENSES AND CHARGES
Fees
The Sponsor's fee is set forth in "Summary of
Essential Information -- Sponsor's Annual Supervision Fee".
Such fee, which is calculated on an annual basis, is earned for
Portfolio supervisory services and is paid monthly.
For its services as Trustee under the Indenture, the
Trustee receives annually the amount set forth under "Summary
of Essential Information", computed on the basis of the largest
principal amount of Securities in the Trust at any time during
the period with respect to which such compensation is made.
The Trustee also receives benefits to the extent that it holds
funds on deposit in various non-interest bearing accounts
created under the Indenture.
For each evaluation of the Securities in the Trust,
the Evaluator shall receive against a statement submitted to
the Trustee without a fee as set forth under "Summary of
Essential Information".
The Sponsor's fee, Trustee's fees and the Evaluator's
fees are payable as of each Record Date from the Interest
Account, to the extent funds are available and thereafter from
the Principal Account. Any of such fees may be increased
without approval of the Unit Holders in accordance with the
terms of the Indenture.
Other Charges
The following additional charges are or may be
incurred by the Trust, as more fully described in the
Indenture: (a) fees of the Trustee for extraordinary services,
(b) expenses of the Trustee (including legal and auditing
expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action
taken by the Trustee to protect the Trust and the rights and
interests of the Unit Holders, (e) indemnification of the
Trustee for any loss, liability or expenses incurred by it in
the administration of the Trust without gross negligence, bad
faith or willful misconduct on its part or reckless disregard
of its obligations and duties, (f) indemnification of the
Sponsor for any losses, liabilities and expenses incurred in
acting as Sponsor or Depositor under the Indenture without
gross negligence, bad faith or willful misconduct or reckless
disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the
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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 accounts of the
Trust will be audited not less frequently than annually by
independent public accountants selected by the Sponsor. The
cost of such audits will be an expense of the Trust.
The fees and expenses set forth herein are payable
out of the Trust and when so paid by or owing to the Trustee
are secured by a lien on the Trust. If the balances in the
Interest and Principal Accounts are insufficient to provide for
amounts payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are
sold, the size of the Trust will be reduced and the proportions
of the types of Securities will change. Such sales might be
required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum principal amount in
which Securities may be required to be sold, the proceeds of
such sales may exceed the amount necessary for the payment of
such fees and expenses.
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all
transactions of the Trust at its unit investment trust office
at 770 Broadway, New York, New York 10003. These records and
accounts and executed copies of the Indenture will be available
for inspection by Unit Holders at reasonable times during
normal business hours. The Trustee will additionally keep on
file for inspection by Unit Holders a current list of the
Securities held in the Trust. In connection with the storage
and handling of certain Securities deposited in the Trust, the
Trustee is authorized to use the services of Depository Trust
Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and
institutional delivery services. The Depository Trust Company
is a limited purpose trust company organized under the Banking
Law of the State of New York, a member of the Federal Reserve
System and a clearing agency registered under the Securities
Exchange Act of 1934.
Distribution
The Trustee will collect the interest on the
Securities (including monies representing penalties for the
failure to make timely payments on the Securities, liquidated
damages for default or breach of any condition or term of the
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Securities, and monies paid (if any) pursuant to any contract
of insurance representing interest on the Securities) as it
becomes payable, and credit such interest to a separate
Interest Account created by the Indenture. All monies received
by the Trustee from sources other than interest will be
credited to a separate Principal Account. All funds collected
or received will be held by the Trustee in trust without
interest to Unit Holders as part of the Trust or the Reserve
Account (if any) established pursuant to the Indenture, for
taxes or charges referred to herein until required to be
disbursed in accordance with the provisions of the Indenture.
Distributions from the Interest and Principal Accounts
Interest and principal received by the Trust, net of
expenses and charges, will be distributed on each Distribution
Date on a pro rata basis to Unit Holders of record as of the
preceding Record Date. All distributions will be net of
applicable expenses, funds required for the redemption of Units
and, if applicable, reimbursements to the Trustee for interest
payments advanced to Unit Holders discussed below. (See:
"Summary of Essential Information", "Expenses and Changes" and
"Redemption", herein.)
The Trustee will credit to the Interest Account all
interest received by the Trust, including that part of the
proceeds of any disposition of securities of the Trust which
represents accrued interest. All other receipts will be
credited to the Principal Account. The pro rata share of the
Interest Account and the pro rata share of cash in the
Principal Account represented by each Unit will be computed by
the Trustee each month as of the Record Date. (See: "Summary
of Essential Information".) Proceeds received from the
disposition of any of the Securities subsequent to a Record
Date and prior to the next succeeding Distribution Date will be
held in the Principal Account and will not be distributed until
the following Distribution Date. The distribution to Unit
Holders as of each Record Date will be made on the following
Distribution Date or shortly thereafter and shall consist of an
amount substantially equal to one-twelfth of such Unit Holder's
pro rata share of the estimated annual income to the Interest
Account during the ensuing twelve months after deducting
estimated expenses (the "Monthly Interest Distribution") plus
such Unit Holder's 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 $.001 per Unit. The Monthly Interest
Distribution per 1,000 Units will be in the amount shown under
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"Summary of Essential Information" and will change as the
income and expenses of the Trust change and as Securities are
exchanged, redeemed, mature or sold.
Normally, interest payments on the Securities in the
Portfolio of the Trust which pay interest are made on a
semi-annual basis. Further, because interest payments on the
Securities which pay interest are not received by the Trust at
a constant rate throughout the year, any Monthly Interest
Distribution may be more or less than the amount credited to
the Interest Account as of a Record Date. In order to
eliminate these fluctuations, the Trustee is required under the
Indenture to advance such amounts as may be necessary to
provide Monthly Interest Distributions of equal amounts. The
Trustee will be reimbursed, without interest, for any such
advances from funds available in the Interest Account on the
next pursuing Record Date or Record Dates, as the case may be.
Funds which are available for future distributions, payments of
expenses and redemptions are in accounts which are non-interest
bearing to Unit Holders and are available for use by the
Trustee, pursuant to normal banking procedures. In addition,
because of varying interest payment dates of the Securities
comprising the Trust's Portfolio, accrued interest at any point
in time will be greater than the amount of interest actually
received by the Trust and distributed to Unit Holders. This
excess accrued but undistributed interest amount (the "accrued
interest carryover") will be added to the value of the Units on
any purchase after the initial Date of Deposit. If a Unit
Holder sells or redeems all or a portion of his Units, a
portion of his sale proceeds will be allocable to his
proportionate share of the accrued interest carryover.
Similarly, if a Unit Holder redeems all or a portion of his
Units, the Redemption Price per Unit which he is entitled to
receive from the Trustee will also include his accrued interest
carryover on the Securities.
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 each Trust. Therefore, it is
not anticipated that the Trustee will have to sell Securities
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
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Unit Holders, a statement of the amount being distributed,
expressed in each case as a dollar amount per 1,000 Units. In
the event that the Issuer of any of the Securities fails to
make payment when due of any interest or principal and such
failure results in a change in the amount which would otherwise
be distributed as a periodic distribution, the Trustee will,
with the first such distribution following such failure, set
forth in an accompanying statement, the Issuer and the
Securities, the amount of the reduction in the distribution per
Unit resulting from such failure, the percentage of the
aggregate face amount of Securities which such Security
represents and, to the extent then determined, information
regarding any disposition or legal action with respect to such
Security. Within a reasonable period of time after the end of
each calendar year, but in no event later than February 15, the
Trustee will furnish to each person who at any time during such
calendar year was a Unit Holder of record a statement setting
forth:
As to the Interest Account: the amount of interest
received on the Securities and amounts representing
penalties for the failure to make timely payments on any
of the Securities or liquidated damages for default or
breach of any condition or terms of any of the Securities
(or any instrument underlying any of the Securities); the
amount paid from the Interest Account upon the redemption
of Units; the amounts paid from the Interest Account for
purchase of replacement Securities, in the event that the
purchase of any Securities deposited in the Trust was not
consummated; the deductions from the Interest Account for
applicable taxes, and fees and expenses of the Sponsor,
the Trustee, the Evaluator and counsel; any other amounts
credited to or deducted from the Interest Account; and the
net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar
amount per 1,000 Units outstanding on the last business
day of such calendar year.
As to the Principal Account: the dates of the sale,
maturity, liquidation or redemption of any of the
Securities and the net proceeds received therefrom and
from the prepayment of principal of the Securities,
excluding any portion credited to the Interest Account;
the amount paid from the Principal Account representing
Units which were redeemed the amounts paid from the
Principal Account for purchase of replacement Securities,
in the event that the purchase of any Security deposited
in the Trust was not consummated; 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
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were insufficient, the deductions from the Principal
Account for any other amounts credited to or deducted from
the Interest Account; and the net amount remaining after
such payments and deductions expressed both as a total
dollar amount and as a dollar amount per 1,000 Units
outstanding on the last business day of such calendar
year.
The following information: a list of the Securities
as of the last business day of such calendar year; the
number of Units outstanding on the last business day of
such calendar year; the Redemption Price per 1,000 Units
based on the last Trust evaluation made during such
calendar year; and the amounts actually distributed during
such calendar year from the Interest and Principal
Accounts, separately stated, expressed both as total
dollar amounts and as dollar amounts per 1,000 Units
outstanding on the Record Dates for such distributions.
In order to comply with tax reporting requirements,
the Trustee will furnish to Unit Holders, upon request,
evaluations of the Securities as determined by the Evaluator.
The accounts of the Trust shall be audited not less frequently
than annually by independent certified public accountants
designated by the Sponsor, and the report of such accountants
will be furnished by the Trustee to Unit Holders upon request.
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a
corporation organized under the laws of the State of Delaware
and is a principal operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-held corporation. Dean
Witter is a financial services company that provides to its
individual, corporate, and institutional clients services as a
broker in securities and commodities, a dealer in corporate,
municipal, and government securities, an investment banker, an
investment adviser, and an agent in the sale of life insurance
and various other products and services. Dean Witter is a
member firm of the New York Stock Exchange, the American Stock
Exchange, the Chicago Board Options Exchange, other major
securities exchanges and the National Association of Securities
Dealers, and is a clearing member of the Chicago Board of
Trade, the Chicago Mercantile Exchange, the Commodity Exchange
Inc., and other major commodities exchanges. Dean Witter is
currently servicing its clients through a network of
approximately 375 domestic and international offices with
approximately 7,500 account executives servicing individual and
institutional client accounts.
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Limitations on Liability
The Sponsor is liable for the performance of its
obligations arising from its responsibilities under the
Indenture, but will be under no liability to Unit Holders for
taking any action or refraining from taking any action in good
faith or for errors in judgment or liable or responsible in any
way for depreciation or loss incurred by reason of the sale of
any Securities, except in case of its own willful misfeasance,
bad faith, gross negligence or reckless disregard for its
obligations and duties. (See: "Sponsor -- Responsibility".)
Responsibility
The Trust is not a managed registered investment
company. Securities will not be sold by the Trustee to take
advantage of ordinary market fluctuations.
Although the Sponsor and the Trustee do not presently
intend to dispose of Securities, the Indenture permits the
Sponsor to direct the Trustee to dispose of Securities in the
Trust for purposes of redeeming tendered Units and to pay Trust
expenses.
Any remaining proceeds resulting from the disposition
of any Security in the Trust will be distributed as set forth
under "Administration of the Trust" to the extent such
remaining proceeds are not needed to redeem Units or pay Trust
expenses.
Resignation
If at any time the Sponsor shall resign under the
Indenture or shall fail to perform or be incapable of
performing its duties thereunder or shall become bankrupt or if
its affairs are taken over by public authorities, the Indenture
directs that, if upon such action by the Sponsor there would be
no Sponsor then acting, the Trustee shall either (1) appoint a
successor Sponsor or Sponsors at rates of compensation deemed
reasonable by the Trustee not exceeding amounts prescribed by
the Securities and Exchange Commission, or (2) terminate the
Trust. The Trustee will promptly notify Unit Holders of any
such action.
TRUSTEE
The Trustee in The Chase Manhattan Bank (National
Association), a national banking association with its principal
executive office located at 1 Chase Manhattan Plaza, New York,
New York 10081 and its unit investment trust office at 770
Broadway, New York, New York 10003. The Trustee is subject to
supervision by the Comptroller of the Currency, the Federal
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Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System. In connection with the storage and
handling of certain Securities deposited in the Trust, the
Trustee may use the services of the Depository Trust Company.
These services may include safekeeping of the Securities and
coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited
purpose trust company organized under the Banking Law of the
State of New York, a member of the Federal Reserve System and a
clearing agency registered under the Securities Exchange Act of
1934.
Limitations on Liability
The Trustee shall not be liable or responsible in any
way for depreciation or loss incurred by reason of the
disposition of any moneys, Securities or Certificates or in
respect of any evaluation or for any action taken in good faith
reliance on prima facie properly executed documents except in
cases of willful misfeasance, bad faith, gross negligence or
reckless disregard for its obligations and duties. In
addition, the Indenture provides that the Trustee shall not be
personally liable for any taxes or other governmental charges
imposed upon or in respect of the Trust which the Trustee may
be required to pay under current or future laws of the United
States or any other authority having jurisdiction.
Responsibility
For information relating to the responsibilities of
the Trustee under the Indenture, reference is made to the
material set forth under "Distribution", "Rights of Unit
Holders" and "Sponsor -- Resignation".
Resignation
By executing an instrument in writing and filing the
same with the Sponsor and mailing a copy of a notice of
resignation to all Unit Holders then of record, the Trustee and
any successor may resign. In such an event the Sponsor is
obligated to appoint a successor trustee as soon as possible.
If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, the
Sponsor may remove the Trustee and appoint a successor as
provided in the Indenture. The Sponsor may also remove the
Trustee in the event that the Sponsor determines that the
Trustee has materially failed to perform its duties under the
Indenture and the interest of Unit Holders has been
substantially impaired as a result, and such failure has
continued for a period of sixty days following the Trustee's
receipt of notice of such determination by the Sponsor. Such
resignation or removal shall become effective upon the
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acceptance of appointment by the successor trustee. If upon
resignation of a trustee no successor has been appointed or, if
appointed, has not accepted the appointment within thirty days
after notification, the retiring trustee may apply to a court
of competent jurisdiction for the appointment of a successor.
The resignation or removal of a trustee becomes effective only
when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor
trustee.
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc., with main offices located at
65 Broadway, New York, New York 10006.
Limitations on Liability
The Trustee, Sponsor and Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no
responsibility for the accuracy thereof. Determinations by the
Evaluator under the Indenture shall be made in good faith upon
the basis of the best information available to it. The
Evaluator shall be under no liability to the Trustee, the
Sponsor, or Unit Holders for errors in judgment, except in
cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
Responsibility
The Indenture requires the Evaluator to evaluate the
Securities in the Trust on the basis of their bid prices on the
last business day of June and December in each year, on the day
on which any Unit is tendered for redemption and on any other
day such evaluation is desired by the Trustee or is requested
by the Sponsor. For information relating to the responsibility
of the Evaluator to evaluate the Securities on the basis of
their bid prices, see: "Public Offering of Units -- Public
Offering Price".
Resignation
The Evaluator may resign or may be removed by the
Sponsor, and in such event the Sponsor and the Trustee are to
use their best efforts to appoint a satisfactory successor.
Such resignation or removal shall become effective upon the
acceptance of appointment by a successor evaluator. If upon
resignation of the Evaluator no successor has accepted
appointment within thirty days after notice of resignation, the
Evaluator may apply to a court of competent jurisdiction for
the appointment of a successor.
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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 made (1) to cure any ambiguity or to
correct or supplement any provision of the Indenture which may
be defective or inconsistent with any other provision contained
therein, (2) to change any provision as required by the
Securities and Exchange Commission, or (3) 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 no event, however, shall the Indenture be
amended to increase the number of Units issuable thereunder or
to permit the deposit or acquisition of securities or other
property either in addition to or in substitution for any of
the Securities initially deposited in the Trust, except as
initially provided in the Indenture or to provide the Trustee
with the power to engage in business or investment activities
not specifically authorized in the Indenture as originally
adopted or so as to adversely affect the characterization of
the Trust as a grantor trust for federal income tax purposes.
In the event of any amendment, the Trustee is obligated to
notify all Unit Holders promptly regarding the substance of
such amendment.
Termination
The Trust may be terminated at any time by the
consent of the holders of 51% of the Units or upon the
maturity, redemption, payment, sale or other disposition, as
the case may be, of the last Security held in the Trust.
However, in no event may the Trust continue beyond the
Mandatory Termination Date set forth under "Summary of
Essential Information". In the event of termination, written
notice thereof will be sent by the Trustee to all Unit Holders.
Within a reasonable period after termination, the Trustee will
sell any Securities remaining in the terminated Trust and,
after paying all expenses and charges incurred by the Trust,
will distribute to each Unit Holder, upon surrender for
cancellation of his Certificate for Units, his pro rata share
of the balances remaining in the Interest and Principal
Accounts. The sale of Securities in the Trust upon termination
may result in a lower amount than might otherwise be realized
if such sale were not required at such time. For this reason,
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among others, the amount realized by a Unit Holder upon
termination may be less than the principal amount of Securities
represented by the Units held by such Unit Holder.
LEGAL OPINIONS
Certain legal matters in connection with the Units
offered hereby have been passed upon by Cahill Gordon &
Reindel, a partnership including a professional corporation, 80
Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
AUDITORS
The financial statements of the Trust included in
this Prospectus have been examined by Deloitte & Touche LLP,
certified public accountants, as stated in their report
appearing herein, and are included in reliance upon such report
given upon the authority of that firm as experts in accounting
and auditing.
DESCRIPTION OF RATING<F32>
A Standard & Poor's Corporation rating on the units
of an investment trust (hereinafter referred to collectively as
"units" and "fund") is a current assessment of creditworthiness
with respect to the investments held by such fund. This
assessment takes into consideration the financial capacity of
the issuers and of any guarantors, insurers, lessees, or
mortgagors with respect to such investments. The assessment,
however, does not take into account the extent to which fund
expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the Unit Holder of the
interest and principal required to be paid on the portfolio
assets. In addition, the rating is not a recommendation to
purchase, sell, or hold units, inasmuch as the rating does not
comment as to market price of the units or suitability for a
particular investor.
Funds rated "AAA" are composed exclusively of assets
that are rated "AAA" by Standard & Poor's and/or certain
short-term investments. Standard & Poor's defines its AAA
rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay
interest and repay principal is very strong.
___________________
<F32> As described by Standard & Poor's Corporation.
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<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Government Trust U.S.
Treasury Series 5 as of May 31, 1995, and the related statements of
operations and changes in net assets for the years ended May 31, 1995 and
1994 and for the period from June 29, 1992 (date of initial deposit) to
May 31, 1993. 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,
1995 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Chase Manhattan Bank, N.A.
(formerly United States Trust Company of New York), the Trustee. An audit
also includes assessing the accounting principles used and the significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Government Trust U.S. Treasury Series 5 as of May 31, 1995, and the results
of its operations and the changes in its net assets for the years ended
May 31, 1995 and 1994 and for the period from June 29, 1992 (date of initial
deposit) to May 31, 1993, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
September 8, 1995
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
May 31, 1995
TRUST PROPERTY
Investments in securities at market value
(amortized cost $17,548,121) (Note (a) and
Schedule of Portfolio Securities Notes (2) and (3)) $17,379,072
Accrued interest receivable 160,700
Cash 197,560
Total 17,737,332
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trust fees and expenses 305
Net Assets:
Balance applicable to 16,949,750 Units of fractional
undivided interest outstanding (Note (c)):
Capital, less net unrealized market
depreciation of $169,049 $17,379,072
Undistributed principal and net
investment income (Note (b)) 357,955
Net assets $17,737,027
Net asset value per Unit ($17,737,027 divided
by 16,949,750 Units) $ 1.0464
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
For the period from
For the years ended June 29, 1992
May 31, (date of initial deposit)
1995 1994 to May 31, 1993
Investment income -
interest $1,294,296 $1,347,883 $1,054,843
Less Expenses:
Trust fees and
expenses 27,324 32,740 17,309
Total expenses 27,324 32,740 17,309
Investment
income - net 1,266,972 1,315,143 1,037,534
Net gain (loss) on
investments:
Realized (loss) gain
on securities sold
or redeemed (66,497) 48,118 -
Net unrealized market
appreciation
depreciation 567,375 (1,230,862) 494,438
Net gain
(loss) on
investments 500,878 (1,182,744) 494,438
Net increase in net
assets resulting from
operations $1,767,850 $ 132,399 $1,531,972
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
For the period from
For the years ended June 29, 1992
May 31, (date of initial deposit)
1995 1994 to May 31, 1993
Operations:
Investment income -
net $ 1,266,972 $ 1,315,143 $ 1,037,534
Realized (loss) gain
on securities sold
or redeemed (66,497) 48,118 -
Net unrealized market
appreciation (depre-
ciation 567,375 (1,230,862) 494,438
Net increase
in net assets
resulting
from oper-
ations 1,767,850 132,399 1,531,972
Less Distributions to
Unit Holders:
Investment income - net (1,191,070) (1,262,500) (554,484)
Total distri-
butions (1,191,070) (1,262,500) (554,484)
Less Capital Share
Transactions:
Creation of 1,500,000
Units and 17,500,000
Units, respectively - 1,594,437 17,875,244
Redemption of 1,200,250
Units and 1,350,000
Units, respectively (1,167,960) (1,438,339) -
Accrued income on
redemptions (21,593) (23,736) -
Total capital
share trans-
actions (1,189,553) 132,362 17,875,244
Net (decrease) increase
in net assets (612,773) (997,739) 18,852,732
Net assets:
Beginning of period
(Note (c)) 18,349,800 19,347,539 494,807
End of period
(including undistri-
buted principal
and net investment
income of $357,955,
$371,718 and 417,389,
respectively) $17,737,027 $18,349,800 $19,347,539
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
May 31, 1995
(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 29, 1992) represents the cost of investments
to the Trust based on the offering side evaluations as of this
day. The cost of investments purchased subsequent to the date of
initial deposit is based on the offering side evaluations as of
the date of purchase.
(3) Income Taxes
The Trust is a Grantor Trust and is not an association taxable as a
corporation for Federal income tax purposes; accordingly, no
provision is required for such taxes.
(4) Expenses
The Trust pays annual Trustee's fees, estimated expenses,
Evaluator's fees and Sponsor's portfolio supervision fees and may
incur additional charges as explained under "Expenses and Charges
- - Fees" and "- Other Charges" in this Prospectus.
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the fifteenth day of each month after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Administration of the Trust - Distribution from the
Interest and Principal Account" in this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
May 31, 1995
(c) ORIGINAL COST TO INVESTORS
The cost to investors represents the aggregate initial public offering
price as of the date of initial deposit (June 29, 1992) 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 cost of Units to investors to the net amount
applicable to investors as of May 31, 1995 follows:
Cost of 500,000 Units at initial Date of Deposit $ 506,197
Less: Gross underwriting commissions (sales charge) (11,390)
Net cost to investors at initial deposit 494,807
Cost to investors of Units created during deposit
period 19,469,681
Cost of Securities sold or redeemed (2,624,025)
Net unrealized market depreciation (169,049)
Accumulated interest accretion 207,658
Net amount applicable to investors $17,379,072
d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the period from
For the years ended June 29, 1992
May 31, (date of initial deposit)
1995 1994 to May 31, 1993
Net investment
income distri-
butions during
period $ .0671 $ .0671 $ .0395
Net asset value
at end of period $1.0464 $1.0110 $1.0749
Trust Units out-
standing at end
of period 16,949,750 18,150,000 18,000,000
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 5
May 31, 1995
Port-
folio Face Coupon Maturity Market
No. Title of Securities Contracted for<F2> Amount Rate Date Value<F3><F4>
<C> <S> <C> <C> <C> <C>
1. U.S. Treasury Note $ 3,390,000 7.125% 10/15/98 $ 3,512,006
2. U.S. Treasury Note 3,390,000 7.000 04/15/99 3,504,785
3. U.S. Treasury Note 3,390,000 8.500 02/15/00 3,726,051
4. U.S. Treasury Note 3,390,000 8.000 05/15/01 3,704,965
5. U.S. Treasury Note 1,695,000 7.500 05/15/02 1,821,345
6. U.S. Treasury Security Stripped
Interest Payment 1,695,000 0.000 05/15/02 1,109,920
$16,950,000 $17,379,072
<F2> None of the Securities is redeemable by operation of optional call provisions.
<F3> The market value of the Securities as of May 31, 1995 was determined by the Evaluator on the
basis of bid side evaluations for the Securities at such date.
<F4> At May 31, 1995, the net unrealized market depreciation of Securities was comprised of the
following:
Gross unrealized market appreciation $ 52,193
Gross unrealized market depreciation (221,242)
Net unrealized market depreciation $ 169,049
The amortized cost of the Securities to the Trust for Federal income tax purposes was $17,548,121
at May 31, 1995.
F-7
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of the Evaluator, Independent Auditors
and Standard & Poor's Ratings Services;
all other consents were previously filed.
The following exhibits:
23. 1a. Consent of Kenny S&P Evaluation Services,
a division of J.J. Kenny Co., Inc.
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 Exhibit 3. to this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Government Trust, U.S.
Treasury Series 5, certifies that it meets all of the
requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 3 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York and State of New York on the 28th day of September, 1995.
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 5
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 3 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds
Inc., the Depositor, by the following person in the following
capacities and by the following persons who constitute a
majority of the Depositor's Board of Directors in The City of
New York and State of New York on this 28th day of September,
1995.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief)
Executive Officer )
and Director<F33> )
By: Thomas Hines
Thomas Hines
Attorney-in-fact<F33>
___________________
<F33> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F33>
Nancy S. Donovan Director<F33>
Robert J. Dwyer Director<F33>
Christine A. Edwards Director<F33>
James F. Higgins Director<F33>
Stephen R. Miller Director<F33>
Richard F. Powers Director<F33>
Philip J. Purcell Director<F33>
___________________
<F33> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc.
1b. Consent of Deloitte & Touche LLP
1d. Consent of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.
27. Financial Data Schedule
<PAGE>
Exhibit 23.1a.
Letterhead of KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
September 28, 1995
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 5
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-27906 for the
above-captioned trust. We hereby acknowledge that Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc. is
currently acting as the evaluator for the trust. We hereby
consent to the use in the Registration Statement of the
references to Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc. as evaluator.
You are hereby authorized to file a copy of this
letter with the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<PAGE>
EXHIBIT 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated September 8, 1995, accompanying
the financial statements of the Dean Witter Select Government Trust U.S.
Treasury Series 5 included herein and to the reference to our Firm as
experts under the heading "Auditors" in the prospectus which is a par of
this registration statement.
DELOITTE & TOUCHE LLP
September 28, 1995
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's Ratings Services,
A Division of The McGraw-Hill Companies, Inc.
September 28, 1995
Dean Witter Reynolds, Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 5
We have received the post-effective amendment to the
registration statement SEC file number 33-27906 for the above
captioned trust.
Because the portfolio is composed solely of U.S.
Treasury obligations fully guaranteed as to principal and
interest by the full faith and credit of the United States, we
reaffirm the assignment of an "AAA" rating to the units of the
fund.
You have permission to use the name of Standard &
Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. and the above-assigned rating in connection
with your dissemination of information relating to these units,
provided that it is understood that the rating is not a
"market" rating nor a recommendation to buy, hold, or sell the
units of the trust. Further, it should be understood the
rating does not take into account the extent to which fund
expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the unit holders of the
interest and principal required to be paid on the portfolio
assets. Standard & Poor's reserves the right to advise its own
clients, subscribers, and the public of the rating. Standard &
Poor's relies on the sponsor and its counsel, accountants, and
other experts for the accuracy and completeness of the
information submitted in connection with the rating. Standard
<PAGE>
-2-
& Poor's does not independently verify the truth or accuracy of
any such information.
This letter evidences our consent to the use of the
name of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. in connection with the rating
assigned to the units in the post-effective amendment referred
to above. However, this letter should not be construed as a
consent by us, within the meaning of Section 7 of the
Securities Act of 1933, to the use of the name of Standard &
Poor's Ratings Services, a division of The McGraw-Hill
Companies, 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
prospectus 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. Our bill will be sent to you within one month.
If we can be of further help, please do not hesitate to call
upon us.
Sincerely,
Sanford B. Bragg
Sanford B. Bragg
Managing Director
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
GOVERNMENT TRUST U.S. TREASURY
SERIES 5 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES
<NUMBER> 5
<MULTIPLIER> 1
<FISCAL-YEAR-END> May-31-1995
<PERIOD-START> Jun-1-1994
<PERIOD-END> May-31-1995
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 17,548,121
<INVESTMENTS-AT-VALUE> 17,379,072
<RECEIVABLES> 160,700
<ASSETS-OTHER> 197,560
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,737,332
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 305
<TOTAL-LIABILITIES> 305
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17,547,563
<SHARES-COMMON-STOCK> 16,949,750
<SHARES-COMMON-PRIOR> 18,150,000
<ACCUMULATED-NII-CURRENT> 358,513
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (169,049)
<NET-ASSETS> 17,737,027
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,294,296
<OTHER-INCOME> 0
<EXPENSES-NET> 27,324
<NET-INVESTMENT-INCOME> 1,266,972
<REALIZED-GAINS-CURRENT> (66,497)
<APPREC-INCREASE-CURRENT> 567,375
<NET-CHANGE-FROM-OPS> 1,767,850
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,191,070
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 1,200,250
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (612,773)
<ACCUMULATED-NII-PRIOR> 375,141
<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>
