<PAGE>
File No. 33-49975
Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 7
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 agents 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 - 19th Floor
New York, New York 10005
<PAGE>
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant to Rule
24f-2 promulgated under the Investment Company Act of 1940, as amended.
F. Proposed maximum offering price to the public of the securities being
registered:
Indefinite
G. Amount of filing fee, computed at twenty-ninth of one percent of the
proposed maximum aggregate offering price to the public:
$500 (as required by Rule 24f-2)*
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
__
/X/ Check box if it is proposed that this filing will become effective
immediately upon filing on March 17, 1994 pursuant to Rule 487.
_________________________
* This amount was previously paid with the filing of the Preliminary
Registration Statement.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 7
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 ) Front Cover
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
Name and address of principal ) Table of Contents
Underwriter )
Organization of Trust ) Introduction
Execution and termination of ) Introduction;
Indenture ) Amendment and Termination
Changes of name ) Included in Form
N-8B-2
Fiscal year ) Included in Form
) N-8B-2
Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information regarding )
Trust's Securities and Rights )
of Holders
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
______________________
* Not applicable, answer negative or not required.
<PAGE>
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution from the
Distributive) ) Interest and Principal Accounts
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, etc. ) Units-Secondary
) Market; Exchange Option
) Redemption; Rights
) of Unit Holders
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holder
rities under the Indenture ) -Certain Limitations;
) Amendment and Termination
)
(g) Notice to Holders as to )
change in: )
(1) assets of Trust ) Administration of the
) Trust-Records and
) Accounts; The Trust-
) Summary Description
) of the Portfolio
(2) terms and conditions ) Amendment and Termination
of Trust's Securities )
(3) provisions of Trust ) Amendment and Termination
)
(4) identity of Depositor ) Sponsor; Trustee
and Trustee )
______________________
* Not applicable, answer negative or not required.
<PAGE>
(h) Security Holders Consent )
required to change: )
(1) composition of assets ) Amendment and Termination
of Trust )
(2) terms and conditions ) Amendment and Termination
)
(3) provisions of ) Amendment and Termination
Indenture )
(4) identity of Depositor ) *
and Trustee )
(i) Other provisions ) Cover of Prospectus;
) Tax Status of the Trust
)
11. Type of securities comprising ) The Trust-Summary
Units ) Description of
) the Portfolio; -
) Objectives and
) Securities Selection;
) -Special Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-Public
) Offering Price; -Profit
) of Sponsor;- Volume
) Discount; Expenses and
) Charges
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information;
) Public Offering of
) Units-Public
) Offering Price
)
______________________
* Not applicable, answer negative or not required.
<PAGE>
(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price; - Volume
) Discount
(e) Certain other fees, etc. ) Rights of Unit Holders
payable by Holders )
(f) Certain profits receivable ) Redemption - Right of
by Depositor, principal ) Redemption; Profit of
Underwriters, Trustee or ) Sponsor
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of Trust's Securities ) Introduction; Rights of
) Unit Holders
)
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction; The Trust-
underlying securities ) Summary Description of the
) Portfolio; - Objectives
) and Securities Selection;
) Administration of the
) Trust
17. Withdrawal or redemption by ) Redemption;
Security Holders ) Public Offering of Units-
) Secondary Market; Rights
) of Unit Holders
18. (a) Receipt and disposition of ) Administration of the
income ) Trust
(b) Reinvestment of distribu- ) Reinvestment Program
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution from the
) Interest and Principal
) Accounts
(d) Schedule of distribution ) *
______________________
* Not applicable, answer negative or not required.
<PAGE>
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Administration of the
sions of Indenture ) Trust; Amendment and
) Termination; Trustee;
) Sponsor
21. Loans to Security Holders ) *
22. Limitations on liability ) Sponsor; Trustee;
) Evaluator
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material provisions of ) *
Indenture )
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units-Profit of Sponsor
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to ) Included in Form N-8B-2
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
31. Payments by Depositor for ) *
certain other services )
32. Payments by Depositor for ) *
certain other services )
rendered to Trust )
______________________
* Not applicable, answer negative or not required.
<PAGE>
33. Remuneration of employees of ) *
Depositor for certain )
services rendered to Trust )
34. Remuneration of other 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 Trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) 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 ) Sponsor
Underwriter )
(b) Branch officers of ) *
principal Underwriter )
(c) Salesman of principal ) *
Underwriter
42. Ownership of Trust's Securities ) *
by certain persons
43. Certain brokerage commissions ) *
received by principal )
Underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) *
price to certain persons )
______________________
* Not applicable, answer negative or not required.
<PAGE>
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units-
) Secondary Market; Redemp-
) tion
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44
underlying securities ) and 46
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee
49. Fees and expenses of Trustee ) Summary of Essential
) Information; Expenses and
) Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums paid )
(i) Who receives any part of ) *
premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
______________________
* Not applicable, answer negative or not required.
<PAGE>
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; The Trust-
eliminating securities from ) Objectives and Securities
the Trust ) Selection; -Summary
) Description of the
) Portfolio
(b) Elimination of securities ) *
from the Trust )
(c) Policy of Trust regarding ) Introduction; The Trust-
substitution and elimina- ) Objectives and
tion of securities ) Securities Selection
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status of the Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
______________________
* Not applicable, answer negative or not required.
<PAGE>
DEAN
WITTER
SELECT
Government Trust
U.S. TREASURY SERIES 7
(LADDERED MATURITIES)
- --------------------------------------
- --------------------------------------
500,000 Units
(A Unit Investment Trust)
Standard & Poor's Corporation Rating: AAA
- --------------------------------------------------------------------------------
The 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
Securities will mature in a "laddered" fashion over approximately five years and
will provide for the return to the Unit Holders of approximately 20% of the per
Unit face amount of the Securities initially included in the Trust approximately
every 12 months beginning in 1996. 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. UNITS OF A 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.
- --------------------------------------------------------------------------------
Sponsor: (DEAN WITTER REYNOLDS INC. LOGO)
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
PROSPECTUS DATED MARCH 17, 1994
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ATTENTION FOREIGN INVESTORS: YOUR
INCOME FROM THIS TRUST IS EXEMPT
FROM FEDERAL WITHHOLDING TAXES WHEN
CERTAIN CONDITIONS ARE MET UNDER CURRENT LAW.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 7
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Table of Contents..................................... i
Summary of Essential Information...................... ii
Independent Auditor's Report.......................... vi
Statement of Financial Condition...................... vii
Schedule of Portfolio Securities...................... viii
Introduction.......................................... 1
The Trust............................................. 1
Special Considerations............................ 1
Summary Description of the Portfolio.............. 2
Rating of Units................................... 3
Objectives and Securities Selection............... 3
The Units......................................... 3
Estimated Annual Income, Estimated Current Return
and Estimated Long-Term Return.................. 3
Tax Status of the Trust............................... 4
Retirement Plans...................................... 5
Public Offering of Units.............................. 6
Public Offering Price............................. 6
Public Distribution............................... 6
Secondary Market.................................. 6
Profit of Sponsor................................. 7
Volume Discount................................... 7
Reinvestment Program.................................. 7
Redemption............................................ 8
Right of Redemption............................... 8
Computation of Redemption Value................... 8
Postponement of Redemption........................ 9
Rights of Unit Holders................................ 9
Unit Holders...................................... 9
Certain Limitations............................... 9
Expenses and Charges.................................. 9
Initial Expenses.................................. 9
Fees.............................................. 9
Other Charges..................................... 10
Administration of the Trust........................... 10
Records and Accounts.............................. 10
Distribution...................................... 10
Distribution from the Interest and Principal
Accounts......................................... 10
Reports to Unit Holders........................... 11
Sponsor............................................... 12
Trustee............................................... 12
Evaluator............................................. 13
Amendment and Termination............................. 14
Legal Opinions........................................ 14
Auditors.............................................. 14
Description of Rating................................. 14
</TABLE>
<TABLE>
<CAPTION>
SPONSOR EVALUATOR TRUSTEE
- -------------------------- ------------------------------- ---------------------------
<S> <C> <C>
Dean Witter Reynolds Inc. Kenny S&P Evaluation Services, The Bank of New York
Two World Trade Center a division of 101 Barclay Street
New York, New York 10048 Kenny Information Systems, Inc. New York, New York 10286
65 Broadway
New York, New York 10006
</TABLE>
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.
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
as of March 16, 1994+
<TABLE>
<S> <C>
Face Amount of Securities................................................................ $500,000.00
Number of Units.......................................................................... 500,000++
Fractional Undivided Interest in the Trust Represented by Each Unit...................... 1/500,000th
Public Offering Price per 1,000 Units
Aggregate offering side evaluation of Securities in the Trust........................ $ 497,406
-----------
Divided by 500,000 Units multiplied by 1,000......................................... $ 994.81
Plus sales charge of 1.500% of Public Offering Price (1.523% of net amount invested
in Securities)...................................................................... 15.15
-----------
Public Offering Price per 1,000 Units*................................................... $ 1,009.96
-----------
-----------
Sponsor's Repurchase Price and Redemption Price per 1,000 Units (based on bid side
evaluation of underlying Securities, $15.78 less than Public Offering Price per 1,000
Units)................................................................................. $ 994.18
-----------
-----------
Calculation of Estimated Net Annual Interest Rate per 1,000 Units (based on face amount
of $1,000 per 1,000 Units)
Annual Interest rate per 1,000 Units................................................. 5.500%
Less estimated annual expenses per 1,000 Units ($1.93 expressed as a percentage)....... .193%
-----------
Estimated net annual interest rate per 1,000 Units....................................... 5.307%
-----------
-----------
Daily Rate at which Estimated Net Interest Accrues per 1,000 Units....................... 0.014%
Estimated Long-Term Return (based on Public Offering Price)**............................ 5.431%
Estimated Current Return (based on Public Offering Price)**.............................. 5.254%
Monthly Interest Distributions per 1,000 Units
First distribution, to be paid on April 15, 1994 to Holders of record on April 9,
1994................................................................................ $ 2.35
Calculation of second and following distributions:
Estimated net annual interest income................................................. $ 53.07
Divided by 12........................................................................ $ 4.42
</TABLE>
<TABLE>
<S> <C>
Mandatory Termination Date................ May 1, 2000
Sponsor's Profit on Deposit............... None
Record Date:.............................. Interest distributions: the ninth 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 third business day following
the maturity of each Security.
Minimum Principal Distribution:........... No distribution need be made from the Principal Account
if balance therein is less than $1.00 per 1,000 Units
outstanding.
Trustee's Annual Fee and Expenses
(including estimated expenses and
Evaluator's fee): $1.68 per $1,000 face
amount of underlying Securities payable
commencing
April 9, 1994............................. $1.68
Sponsor's Annual Portfolio Supervision
Fee: Maximum of $.25 per $1,000 face
amount of underlying Securities........... 0.25
Total Estimated Annual Expense per 1,000
Units..................................... $1.93
Evaluator's Fee for each Evaluation:
$10.00 plus $.40 for each issue of
underlying Securities
Evaluation Time:.......................... 11:00 A.M. New York Time on Date of Deposit and 4:00 P.M.
thereafter
Discretionary Liquidation Amount:......... The Indenture may be terminated by the Sponsor if the
value of the Trust at any time is less than 40% of the
market value of Securities deposited in the Trust.+++
</TABLE>
ii
<PAGE>
- ---------
+As of the Date of Deposit. The Date of Deposit is the date on which the
Indenture was signed and the deposit of Securities with the Trustee was made.
++The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. (See "Introduction".)
+++The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Securities in the Trust. (See
"Administration of the Trust -- Termination".)
*No accrued interest will be added to the Public Offering Price in connection
with purchases of Units contracted for on March 17, 1994. With respect to
purchases contracted for after such date, accrued interest from March 24, 1994,
the first expected settlement date, to, but not including the date of settlement
(normally five business days after purchase) will be added to the Public
Offering Price.
**The Estimated Current Return is calculated by dividing the product of the
Estimated Net Annual Interest Rate per Unit times $1,000 by the Public Offering
Price. The Estimated Net Annual Interest Rate will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment or
redemption, if applicable, maturity, exchange or sale of Securities while the
Public Offering Price will vary with changes in the offering price of the
underlying Securities; therefore, there is no assurance that the present
Estimated Current Return indicated above will be realized in the future. The
Estimated Long Term Return is calculated using a formula which (1) takes into
consideration, and factors in the relative weightings of, the market values,
yields (which takes into account the amortization of premiums and the accretion
of discounts) and estimated retirements of all of the Securities in the Trust
and (2) takes into account the expenses and sales charge associated with each
Unit. Since the market values and estimated retirements of the Securities and
the expenses of the Trust will change, there is no assurance that the present
Estimated Long Term Return as indicated above will be realized in the future.
The Estimated Current Return and Estimated Long Term Return are expected to
differ because the calculation of the Estimated Long Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculations include only estimated net annual interest income and Public
Offering Price as of the Date of Deposit.
The Estimated Long Term Return and Estimated Current Return are increased
for transactions entitled to a reduced sales charge. (See "The Trust --
Estimated Annual Income, Estimated Current Return and Estimated Long Term
Return" and "Public Offering of Units -- Volume Discount".)
iii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION -- (CONTINUED)
THE TRUST -- The Dean Witter Select Government Trust, U.S. Treasury Series 7
(the "Trust") is a unit investment trust composed primarily of current
interest-bearing United States Government Treasury obligations issued after July
18, 1984 or contracts to purchase such obligations, 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. After the initial Date of
Deposit, the Sponsor may deposit additional Securities in the Trust (whereby
additional Units would be offered to the public) provided that such deposit of
additional Securities (the "Additional Securities") maintains, to the extent
possible, the original proportionate relationship with respect to the principal
amounts of Securities of specified interest rates and ranges of maturities in
the Trust. (See: "The Trust -- Special Considerations".)
The Trust consists of a fixed portfolio of United States Treasury
obligations with consecutive annual maturities ranges from February 15, 1996 to
April 15, 2000 (referred to as "laddered maturities"). By doing so, the Trust
maintains a portion of the Portfolio in longer-term Securities. As the
Securities mature, the Trust will return to Unit Holders approximately every 12
months beginning in 1996, 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 ninth 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 third 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
Holders meeting certain requirements. (See: "Tax Status of the Trusts").
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 -- Five issues of Securities were deposited in the Trust on the
initial Date of Deposit in the following proportions based on a percentage of
total principal amount:
<TABLE>
<CAPTION>
PROPORTIONATE RELATIONSHIP
TITLE OF SECURITY OF FACE AMOUNT
- ---------------------------------------------------------------------------------- --------------------------
<S> <C>
4.625% U.S. Treasury Notes Due February 15, 1996 20%
6.25% U.S. Treasury Notes Due January 31, 1997 20
5.625% U.S. Treasury Notes Due January 31, 1998 20
5.50% U.S. Treasury Notes Due February 28, 1999 20
5.50% U.S. Treasury Notes Due April 15, 2000 20
--
100%
</TABLE>
PRIMARY MARKET PUBLIC OFFERING PRICE -- The Initial Public Offering Price
per 1,000 Units is equal to the aggregate offering side evaluation of the
underlying Securities (the price at which they could be directly purchased by
the public assuming they were available), divided by the number of Units
outstanding multiplied by 1,000, plus a sales charge of 1.523% of such offering
side evaluation per 1,000 Units (the net amount invested); this results in a
sales charge of 1.5% of the Public Offering Price. Units are offered at the
Public Offering Price plus the entire amount of accrued interest owed on the
underlying Securities for Units which settle after the first settlement date for
the Units (normally five business days after purchase). (See: "Public Offering
of Units").
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 of the underlying Securities (see:
"Redemption"). 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
intermediate-term 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, if applicable, 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 timing and percentage amount of principal return may vary from the
estimated cash flow schedule on the Date of Deposit resulting in the
iv
<PAGE>
increase in, the decrease in, or the elimination of, a return of principal in
one or more years. 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".)
PUBLIC DISTRIBUTION -- Sales of Units may be made pursuant to distribution
arrangements with certain banks and/or other entities subject to regulation by
the Office of the Comptroller of the Currency (including NationsSecurities, a
partnership created pursuant to a joint venture between NationsBank of North
Carolina, N.A. and an affiliate of the Sponsor) which are acting as agents for
their customers. These banks and/or entities are making Units of the Trust
available to their customers on an agency basis. A portion of the sales charge
paid by these customers is retained by or remitted to such banks or entities in
an amount equal to the fee customarily received by an agent for acting in such
capacity in connection with the purchase of Units. The Glass Steagall Act
prohibits banks from underwriting certain securities, including Units of the
Trust; however, this Act does permit certain agency transactions, and banking
regulators have not indicated that these particular agency transactions are
impermissible under this Act. In Texas, as well as certain other states, any
bank making Units available must be registered as a broker-dealer in that State.
MINIMUM PURCHASE -- $1,000 ($250 for IRAs).
TABLE OF ESTIMATED CASH FLOW TO UNIT HOLDERS
The table below sets forth, per 1,000 Units, the estimated monthly
distributions of principal and interest to Unitholders. The table assumes no
changes in expenses, no changes in current interest rates and no exchanges,
redemptions, sales or prepayments of the underlying Securities prior to maturity
and the receipt of principal upon maturity. Actual distributions may vary.
<TABLE>
<CAPTION>
DATE $ AMOUNT
- ----------------------------------- ---------
<S> <C>
April 1994 2.35
May 1994 - January 1996 4.42
February 1996 204.77
March 1996 - January 1997 3.68
February 1997 203.14
March 1997 - January 1998 2.67
<CAPTION>
DATE $ AMOUNT
- ----------------------------------- ---------
<S> <C>
February 1998 202.20
March 1998 - February 1999 1.77
March 1999 201.29
April 1999 - March 2000 0.88
April 2000 201.30
</TABLE>
v
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Government Trust,
U.S. Treasury Series 7, as of March 16, 1994. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial 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 irrevocable letter of credit and contracts for the purchase
of securities, as shown in the statement of financial condition and schedule of
portfolio securities as of March 16, 1994, by correspondence with The Bank of
New York, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material respects,
the financial position of the Dean Witter Select Government Trust, U.S. Treasury
Series 7 as of March 16, 1994 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE
March 16, 1994
New York, New York
vi
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
TRUST PROPERTY
<S> <C> <C>
Sponsor's Contracts to Purchase underlying Securities backed by
an irrevocable letter of credit (a)............................. $497,406.00
Accrued interest to Date of Deposit on underlying Securities(a)
(b)............................................................. 4,497.57
-----------
Total.......................................................... $501,903.57
-----------
-----------
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability:
Accrued interest to Date of Deposit on underlying Securities
(a) (b)....................................................... $ 4,497.57
Interest of Unit Holders:
Units of fractional undivided interest outstanding:
Cost to investors (c)........................................ $504,981.49
Gross underwriting commissions (d)........................... (7,575.49) $497,406.00
---------- -----------
Total...................................................... $501,903.57
-----------
-----------
<FN>
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Evaluator on the basis set
forth under "Public Offering of Units -- Public Offering Price". An
irrevocable letter of credit drawn on Morgan Guaranty Trust Company of New
York in the amount of $500,000.00 has been deposited with the Trustee. The
amount of the letter of credit includes $497,406.00 (equal to the Purchase
Price to Sponsor) for the purchase of $500,000.00 face amount of Securities
pursuant to contracts to purchase Securities, plus $4,497.57 covering
accrued interest thereon.
(b) The Trustee will advance an amount equal to the accrued interest on the
underlying Securities to the first expected settlement date (normally five
business days after purchase) and such amount will be distributed to the
Sponsor as the holder of record on such date as set forth under Part
B--"Public Offering of Units--Public Offering Price."
(c) The aggregate Public Offering Price (exclusive of accrued interest) is
computed on the basis set forth under "Public Offering of Units -- Public
Offering Price".
(d) The aggregate sales charge of 1.50% of the Public Offering Price per Unit
is computed on the basis set forth under "Public Offering of Units --
Public Offering Price".
(e) 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 control 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 Schedule of
Portfolio Securities on the basis set forth in Part B--"Public Offering of
Units--Public Offering Price." Under the Securities Act of 1933, as amended
(the "Act"), the Sponsor is deemed to be an issuer of the Trust's 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 Registration
Statement under the Act and amendments thereto.
</TABLE>
vii
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
COST OF
SECURITIES
PORTFOLIO FACE COUPON TO TRUST
NO. TITLE OF SECURITIES CONTRACTED FOR (1) AMOUNT RATE MATURITY DATE (2)(3)
- ----------- ----------------------------------------------- --------- ---------- -------------- ------------
<C> <S> <C> <C> <C> <C>
1. U.S. Treasury Note $ 100,000 4.625% 02/15/96 $ 99,406
2. U.S. Treasury Note 100,000 6.250% 01/31/97 102,406
3. U.S. Treasury Note 100,000 5.625% 01/31/98 99,875
4. U.S. Treasury Note 100,000 5.500% 02/28/99 98,375
5. U.S. Treasury Note 100,000 5.500% 04/15/00 97,344
------------
$ 497,406
------------
------------
<FN>
- ---------
(1) The contracts to purchase Securities were entered into on March 16, 1994
with the final settlement date expected to be March 23, 1994.
(2) Offering prices of Securities are determined by the Evaluator on the basis
stated under "Public Offering of Units -- Public Offering Price". The
aggregate value based on the bid side evaluation at the Evaluation Time on
the Date of Deposit was $497,091, which is $315 lower than the aggregate
Cost of Securities to Trust based on the offering side evaluation.
(3) Other information regarding Securities in the Trust:
(a) Purchase Price of Securities to Sponsor was $497,406.
(b) Estimated Annual Interest Income to the Trust is $27,500.
</TABLE>
viii
<PAGE>
No Postage
Necessary
If Mailed
In The
United States
------------------------------------------
BUSINESS REPLY MAIL
FIRST CLASS PERMIT NO. 40864 NEW YORK, N.Y.
------------------------------------------
POSTAGE WILL BE PAID BY ADDRESSEE
THE BANK OF NEW YORK
DEAN WITTER SELECT GOVERNMENT
REINVESTMENT PROGRAM
UNIT INVESTMENT TRUST DIVISION
P.O. BOX 974 -- WALL STREET STATION
NEW YORK, N.Y. 10268-0974
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST REINVESTMENT PROGRAM
REQUEST FORM
I would like to learn more about the Reinvestment Program offered by the
Sponsor. I understand that my request for more information regarding the
Reinvestment Program in no way obligates me to participate in the Reinvestment
Program, and that this request form is not an offer to sell.
Please send me more information, including a current prospectus for the Dean
Witter U.S. Government Money Market Trust.
<TABLE>
<S> <C>
Date: __________________________________, 19____ Signature of
Registered Holder:_________________________________
My name: ________________________________________ (Two signatures if joint tenancy)
(please print)
My Social Security No.:____________________________
My address,
including Zip Code: _____________________________ My Brokerage Firm's Name:__________________________
(please print)
_________________________________________________ City & State: _____________________________________
Brokerage Firm's
Signature: ______________________________________ Account Number:____________________________________
</TABLE>
(All Information MUST Be Completed)
<PAGE>
OFFERING HIGHLIGHTS
- ------------------------------------------------------------------
Dean Witter Select Government Trust
U.S. Treasury Series 7
(Laddered Maturities)
- ----------------------------------------------
NOW FOR AS LITTLE AS $1,000, YOU CAN INVEST IN
A "AAA" RATED PORTFOLIO OF U.S. TREASURY SECURITIES AND ENJOY THESE IMPORTANT
BENEFITS:
- ------------------------------------------------------
- SAFETY AND QUALITY -- The Trust invests in U.S. Treasury securities, which
are backed by the full faith and credit of the United States Government.
- LADDERED MATURITIES -- The Trust's Portfolio has been structured to
maintain a portion of the Portfolio in longer-term securities while paying
a portion of the face value of your principal investment at intervals over
the life of the Trust, rather than only at termination.
- MONTHLY INCOME -- The Trust offers investors monthly distributions of
interest.
- INCOME FREE FROM STATE INCOME TAXES -- The Sponsor believes that the
interest income from the Trust (including original issue discount) should
be free from state income taxes on individuals.
- TAX-EXEMPT FOR FOREIGN INVESTORS -- Interest (including original issue
discount) and capital gains are exempt from federal withholding taxes for
qualified foreign investors if certain conditions are met.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
Invest for Safety of Capital and Current Monthly
Income Through a Portfolio of U.S. Treasury Securities.
- -------------------------------------------------------------
Safety and Quality
U.S. Treasury securities are considered one of the most attractive
investments available. They are regarded as a "safe" investment since
payment of interest and principal is an obligation of the United States
Government. Although the Units of the Trust are not guaranteed by the
United States Government, Standard & Poor's Corporation has rated Units
of the Trust "AAA". This rating is assigned to investments offering the
highest degree of safety and quality.
- --------------------------------------------------------------------------------
Laddered Maturities
The portfolio of the Trust consists of government securities with annual
maturities ranging from February 15, 1996 to April 15, 2000. The Trust
will distribute approximately 20% of the per Unit face amount of the
securities initially included in the Trust as received approximately
every 12 months, beginning in 1996. By structuring the Portfolio in this
way, the Trust maintains a portion of the Portfolio in longer-term
securities while paying a portion of the face value of your principal
investment at intervals over the life of the Trust, rather than paying
the entire amount at the termination of the Trust. If interest rates
rise, a portion of your investment will then be available for you to
reinvest at higher rates. If interest rates fall, the portion of monies
that remains invested will continue to earn relatively higher rates of
income, although the portion that is distributed can be reinvested in
comparable securities only at these lower rates.
- --------------------------------------------------------------------------------
Defined Portfolio
The Trust is a fixed portfolio -- all of the securities in the Trust are
listed in the Prospectus so you know in advance what you are purchasing
and avoid the difficulty of assembling a portfolio on your own. Principal
is returned on fixed dates specified in the Prospectus so you know when
to expect distributions before you invest.
- --------------------------------------------------------------------------------
Monthly Income
Even though U.S. Treasury securities pay interest on a semi-annual basis,
the Trust will make interest distributions monthly. Or, if you prefer,
you may have these earnings reinvested automatically.
- --------------------------------------------------------------------------------
Automatic Reinvestment
Investors may elect to automatically reinvest interest income, as well as
principal distributions, in the Dean Witter US Government Money Market
Trust. Reinvesting interest and principal keeps your capital continually
working for you.
- --------------------------------------------------------------------------------
Income Free from State Income Taxes
The Sponsor believes that interest income from the Trust (including
original issue discount) should be free from state income taxes on
individuals. Please check with your tax counsel.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
- --------------------------------------------------------------------------------
Tax Exempt to Foreign Holders
A qualified foreign holder will not be subject to federal withholding
taxes on any interest (including original issue discount) or capital
gains derived through the Trust if certain conditions are met.
- --------------------------------------------------------------------------------
Low Minimum Investment
Each Unit is conveniently priced at approximately $1.00 and the minimum
purchase is $1,000 ($250 for IRAs).
- --------------------------------------------------------------------------------
Volume Discounts
The price of each Unit is based on the offering side value of the U.S.
Treasury securities in the portfolio. The offering price during the
initial offering period includes a maximum one-time sales charge of
1.50%. Volume discounts are available on orders of $250,000 or more.
- --------------------------------------------------------------------------------
Liquidity at No Charge
All or a portion of your Units can be redeemed at any time, without
charge. The price you receive is based on the underlying bid side
evaluation of the Treasury securities in the portfolio as determined each
day by an independent evaluator. The price you receive will reflect the
current market conditions and could be more or less than the price
originally paid.
- --------------------------------------------------------------------------------
Retirement Accounts
The Dean Witter Select Government Trust, U.S. Treasury Portfolio may be a
suitable investment for a tax-deferred retirement account such as an IRA
or Keogh plan.
- --------------------------------------------------------------------------------
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
INTRODUCTION
The Dean Witter Select Government Trust, U.S. Treasury Series 7 (the
"Trust") was created 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"),* among Dean Witter Reynolds Inc. (the "Sponsor"), The Bank of
New York (the "Trustee") and Kenny Information Systems, Inc. (the "Evaluator").
The Sponsor, Dean Witter Reynolds Inc., is a principal operating subsidiary of
Dean Witter, Discover & Co., a publicly traded corporation. (See: "Sponsor".)
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.
On the date of creation of the Trust (the "Date of Deposit"), the Sponsor
deposited with the Trustee the underlying securities and contracts and funds
(represented by the irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (the "Securities"). (See: "Schedule
of Portfolio Securities".) 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, including Additional Units, as defined below, for sale to
the public. The holders of Certificates (the "Unit Holders") will have the right
to have their Units redeemed at a price based on the aggregate bid side
evaluation of the Securities (the "Redemption Price") if they cannot be sold in
the secondary market which the Sponsor, although not obligated to, proposes to
maintain. In addition, the Sponsor may offer for sale through this Prospectus
Units which the Sponsor may have repurchased in the secondary market or upon the
tender of such Units for redemption.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship between the
principal amounts of U.S. Treasury obligations of specified interest rates and
ranges of maturities in the Portfolio. During the 90-day period following the
initial Date of Deposit, the Sponsor is permitted under the Indenture to deposit
additional Securities (the "Additional Securities") and any cash in the Trust
not held for distribution to Unit Holders prior to the deposit, resulting in a
corresponding increase in the number of Units outstanding (the "Additional
Units"). Such Additional Units may be continuously offered for sale to the
public by means of this Prospectus. The Sponsor anticipates that any Additional
Securities deposited in the Trust during the 90-day period subsequent to the
initial Date of Deposit will maintain, as far as practicable, the original
proportionate relationship between the principal amounts of U.S. Treasury
obligations of specified interest rates and ranges of maturities in the
Portfolio established on the Date of Deposit. Precise duplication of this
original proportionate relationship may not be possible because fractions of
U.S. Treasury obligations may not be purchased or for other reasons, but
duplication will continue to be the goal in connection with any such deposit of
Additional Securities. (These original proportionate relationships on the
initial Date of Deposit are set forth in "Summary of Essential Information".)
Deposits of Additional Securities in the Portfolio subsequent to the 90-day
period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the principal amounts of Securities comprising
the Portfolio at the time of replication.
On the initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information" in the ratio of 1 Unit for each approximately
$1 principal amount of Securities initially deposited in the Trust. 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 and because Additional Securities may be
deposited into the Trust from time to time, the Trust is not expected to retain
its present size and composition. Units will remain outstanding until redeemed
upon tender to the Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture.
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, substantial
increase in reliance upon foreign
- ---------
* Reference is hereby made to said Indenture and any statements contained herein
are qualified in their entirety by the provisions of said Indenture.
<PAGE>
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".
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".)
Certain of the Securities in the Trust may have been acquired at a market
premium. Securities trade at a premium because the interest rates on the
Securities are higher than interest on comparable debt securities being issued
at currently prevailing interest rates. The current returns of securities
trading at a market premium are higher than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because premium securities tend to decrease in market value as they
approach maturity, when the face amount becomes payable. Because part of the
purchase price is thus returned not at maturity but through current income
payments, an early redemption at par of a security purchased at a premium, if
applicable, 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
initially deposited in the Trust listed under "Schedule of Portfolio Securities"
and any Additional Securities which may be 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 or, in the case of Securities not delivered on the Date
of Deposit, contracts to purchase such obligations assigned to the Trustee.
Certain of the Securities may be "zero coupon" obligations 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 (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) listed under "Schedule of Portfolio Securities" 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 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, if applicable, or will mature in accordance with their
terms or may be sold under certain circumstances described herein, and because
Additional Securities may be deposited into the Trust from time to time, the
Trust is not expected to retain for any length of time its present size and
composition.
In the event of a failure to deliver any Security that has been purchased
for the Trust, including Securities purchased on a when, as and if issued basis
("Contract Obligations") (the "Failed Security" in the case of the failure to
deliver a Security purchased for the Trust and a "Failed Contract Obligation" in
the case of the failure to deliver a Contract Obligation), the Sponsor is
authorized under the Agreement to direct the Trustee to acquire other securities
(the "Replacement Securities") and to substitute them in the Portfolio of the
Trust within 90 days of the initial Date of Deposit. Should any Security or
Contract Obligation fail, and Replacement Securities are not substituted
therefor in the Portfolio, the Sponsor will refund to each Unit Holder the
portion of the sales charge and the pro rata portion of the cost of such Failed
Security or Failed Contract Obligation.
Replacement Securities must be deposited with the Trustee within 20 days
after delivery of notice of a Failed Security or a Failed Contract Obligation
(but in no event later than the 90th day following the initial Date of Deposit)
and the purchase price thereof (exclusive of accrued interest) may not exceed
the amount of funds reserved by the Trustee pursuant to a letter of credit
supplied by the Sponsor for the purchase of the Failed Security or Failed
Contract Obligation. The Replacement Securities must (i) be Treasury
Obligations, (ii) have a fixed maturity approximately the same as the fixed
maturity of the Security replaced, and (iii) be purchased at a price that
results in a yield to maturity and in a current return, in each case as of the
date on which such Replacement Securities are deposited with the Trustee, which
is equivalent (taking into consideration then current market conditions) to the
yield to maturity and current return of the related Failed Security or Failed
Contract
2
<PAGE>
Obligation. Whenever a Replacement Security has been acquired for the Trust, the
Trustee shall, within five days thereafter, notify all Unit Holders of the
acquisition of the Replacement Security and shall, no later than the next
Distribution Date, make a pro rata distribution of the amount, if any, by which
the cost to the Trust of the Failed Security or Failed Contract Obligation
exceeded the cost of the Replacement Security.
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units on the bid side of the market for the Units.
(See: "Public Offering of Units -- Secondary Market".) 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 with the Trustee at a price equal to
the Redemption Value thereof (see: "Redemption"), 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 and the fact that the initial Public
Offering Price is based on the offering side of the market and includes a sales
charge, 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".) 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").
In selecting Securities for deposit in the Trust, the following factors,
among others, were considered by the Sponsor: (i) the types of such securities
available; (ii) the prices and yields of such securities relative to other
comparable securities; and (iii) the maturities of such securities.
The 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 the initial Date of Deposit, each Unit represented the fractional
undivided interest in the Trust set forth under "Summary of Essential
Information", in the ratio of 1 Unit for each $1 principal amount of Securities
in the Trust. 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. If additional Units are issued by the Trust
(through deposit by the Sponsor of Additional Securities in connection with the
issuance of Additional Units), the aggregate Securities in the Trust will be
increased by amounts allocable to Additional Units, and the fractional undivided
interest represented by each Unit in the balance will be decreased, although the
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").
ESTIMATED ANNUAL INCOME, ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
On the initial Date of Deposit, 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 or additional Securities are
deposited into the Trust, or as the expenses of the Trust change. The fees of
the Trustee, Sponsor and the Evaluator are subject to change without the consent
of Unit Holders to the extent provided under "Expenses and Charges".
The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the offering price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated in
Part A will be realized in the future. The Estimated Long-Term Return on the
Date of Deposit is set forth under "Summary of Essential Information". 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
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<PAGE>
Estimated Long-Term Return figure is calculated by the Sponsor in the manner
discussed below, using an estimated average life for each of the Securities.
Estimated average life is an essential factor in the calculation of Estimated
Long-Term Return. When the Trust has a shorter average life than is estimated,
Estimated Long-Term Return will be higher if the Trust contains securities
priced at a discount and lower if the securities are priced at 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. The Estimated
Current Return and Estimated Long-Term Return are expected to differ because the
calculation of the Estimated Long-Term Return reflects the estimated date and
amount of principal returned while the Estimated Current Return calculations
include only Net Annual Interest Income and Public Offering Price as of the Date
of Deposit. The Estimated Current Return and the Estimated Long-Term Return will
be higher for those Unit Holders paying a reduced sales charge.
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 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 value 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). 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.
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. 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
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<PAGE>
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 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 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 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.
5
<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of Units during the initial offering period is
computed by adding to the aggregate offering price, and thereafter 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". For purchases settling after the
first settlement date (including purchases of Units created after the initial
date of deposit) a proportionate share of accrued and undistributed interest on
the Securities from such date to the settlement date for the Units purchased is
also added to the Public Offering Price. (See: "Estimated Annual Income,
Estimated Current Return and Estimated Long-Term Return Per 1,000 Units".) In
addition, amounts necessary to be collected by the Trustee to permit the Trustee
to make equal distributions to all Unit Holders will be added to the Public
Offering Price upon the initial sale of Additional Units. The Public Offering
Price on the date of this Prospectus or on any subsequent date will vary in
accordance with fluctuations in the evaluation of the underlying Securities in
the Trust.
During the initial public offering period and thereafter, the aggregate
offering or bid prices of the Securities in the Trust, as is appropriate, shall
be determined for the Trust by the Evaluator. Following the initial public
offering period, 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 the Date of Deposit, the Public Offering Price per 1,000 Units (based on
the offering 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".
PUBLIC DISTRIBUTION
During the initial public offering period (i) for Units issued on the
initial Date of Deposit and (ii) for Additional Units issued after such date in
respect of additional deposits of Securities, Units will be distributed to the
public by the Sponsor and through dealers at the Public Offering Price,
calculated on each business day, plus accrued interest on the Securities. The
initial public offering period in each case is 30 days unless all Units are sold
prior thereto whereupon the initial public offering period will terminate. The
initial public offering period may be extended by the Sponsor as long as Units
remain unsold. Upon the termination of the initial public offering period in
each case, 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.
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".) 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
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<PAGE>
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".)
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a book profit (or sustained a loss)
on the deposit of the Securities in the Trust representing the difference
between the cost of the Securities to the Sponsor and the cost of the Securities
to the Trust (for a description of such profit (or loss) and the amount of such
difference see "Summary of Essential Information"). In addition, the Sponsor may
receive placement fees or may realize profits or sustain losses with respect to
Securities acquired from underwriting syndicates of which the Sponsor is a
member. During the initial public offering period and thereafter to the extent
Additional Units continue to be issued and offered for sale to the public, the
Sponsor may realize additional profit (or sustain a loss) due to daily
fluctuations in the offering prices of the Securities in the Trust and thus in
the Public Offering Price of Units received by the Sponsor. Cash, if any,
received by the Sponsor from the Unit Holders prior to the settlement date for
purchase of Units or prior to the payment for Securities upon their delivery may
be used in the Sponsor's business to the extent permitted by applicable
regulations and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units (based on the bid side of the Securities
in the Trust) and the prices at which the Sponsor resells such Units (such
prices include a sales charge) or the prices at which the Sponsor redeems such
Units (based on the bid side of the Securities in the Trust), as the case may
be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced, or may
discontinue the discount altogether. This discount in the sales charge is
available to volume purchasers of Units due to the realization of economies of
scale in sales effort and sales related expenses relating to volume purchases.
The sales charge will be reduced pursuant to the following graduated scale
for sales to any person of at least $250,000:
<TABLE>
<CAPTION>
SALES CHARGE
--------------------------------------------------------------------------------------
INITIAL SECONDARY
------------------------------------------ ------------------------------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
PUBLIC OFFERING PRICE NET AMOUNT INVESTED PUBLIC OFFERING PRICE NET AMOUNT INVESTED
--------------------- ------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Less than $250,000......... 1.50% 1.523% 1.75% 1.781%
$250,000 to $499,999....... 1.25% 1.266% 1.50% 1.523%
$500,000 or more........... 1.00% 1.010% 1.25% 1.266%
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust only on any one day by the same person,
partnership or corporation (other than a dealer) in the amounts stated herein.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation, purchasing Units for a single trust estate or single fiduciary
account.
Sales to dealers will be made at prices which include a concession as
follows:
<TABLE>
<CAPTION>
PRIMARY MARKET SECONDARY MARKET
- ----------------------------------- -----------------------------------
SALES CHARGE DEALER CONCESSION SALES CHARGE DEALER CONCESSION
- --------------- ------------------ --------------- ------------------
<S> <C> <C> <C>
1.50% 1.05 % 1.75% 1.22 %
1.25 .875 1.50 1.05
1.00 .70 1.25 .875
</TABLE>
Dealers purchasing certain dollar amounts of Units during the life of the
Trust will be entitled to additional concession benefits. The dealer concession
for secondary market sales may differ from the concessions set forth in the
above schedule. The Sponsor reserves the right, at any time, to change the level
of dealer concessions.
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 "Fund"). The
Fund is composed primarily of high-yielding short-term government securities
that are managed by the InterCapital Division of the Sponsor. Dividend
distributions from the Fund to foreign investors will generally be subject to
U.S.
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<PAGE>
withholding taxes. 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 fill out and mail in the attached card to the Trustee. 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. 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
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 and
undistributed interest income on the Securities not subject to collection and
distribution, determined to the day of tender plus a sum equivalent to the
amount of accrued interest which would have been payable with respect to such
tendered Units as of the date of computation 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", 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 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 unless such
proceeds are used to purchase Additional Securities.
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" 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,
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<PAGE>
(3) by dividing the result of the above computation by the total number
of Units outstanding on the date of evaluation. The resulting figure equals
the Redemption Price per Unit.
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption for any period during which the New York Stock Exchange, Inc. is
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".) 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 accounting or to take any other action or proceeding in any court for a
partition or winding up of the Trust.
EXPENSES AND CHARGES
INITIAL EXPENSES
All expenses and charges incurred prior to or in the establishment of the
Trust, including the initial preparation, printing and execution of the
Indenture and the Certificates, the initial fees of the Evaluator, initial legal
and auditing expenses, the cost of the preparation and printing of this
Prospectus and all other advertising and selling expenses, have been or will be,
paid by the Sponsor or the Trustee and not the Trust.
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 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.
9
<PAGE>
OTHER CHARGES
The following additional charges are or may be incurred by the Trust, as
more fully described in the Indenture: (a) fees of the Trustee for extraordinary
services, (b) expenses of the Trustee (including legal and auditing expenses)
and of counsel designated by the Sponsor, (c) various governmental charges, (d)
expenses and costs of any action taken by the Trustee to protect the Trust and
the rights and interests of the Unit Holders, (e) indemnification of the Trustee
for any loss, liability or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith or willful misconduct on its part or
reckless disregard of its obligations and duties, (f) indemnification of the
Sponsor for any losses, liabilities and expenses incurred in acting as Sponsor
or Depositor under the Indenture without gross negligence, bad faith or willful
misconduct or reckless disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the Trust and (h) to the
extent then lawful, expenses (including legal, auditing and printing expenses)
of maintaining registration or qualification of the Units and/or the Trust 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 101 Barclay Street, New York, New York
10286. These records and accounts and an executed copy of the Indenture will be
available for inspection by Unit Holders at reasonable times during normal
business hours. The Trustee will additionally keep on file for inspection by
Unit Holders a current list of the Securities held in the Trust. In connection
with the storage and handling of certain Securities deposited in the Trust, the
Trustee is authorized to use the services of Depository Trust Company. These
services would include safekeeping of the Securities, coupon-clipping, computer
book-entry transfer and institutional delivery services. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
DISTRIBUTION
The Trustee will collect the interest on the Securities (including monies
representing penalties for the failure to make timely payments on the
Securities, liquidated damages for default or breach of any condition or term of
the Securities, and monies paid (if any) pursuant to any contract of insurance
representing interest on the Securities) as it becomes payable, and credit such
interest to a separate Interest Account created by the Indenture. All monies
received by the Trustee from sources other than interest will be credited to a
separate Principal Account. All funds collected or received will be held by the
Trustee in trust without interest to Unit Holders as part of the Trust or the
Reserve Account (if any) established pursuant to the Indenture for taxes or
charges referred to herein, until required to be disbursed in accordance with
the provisions of the Indenture.
DISTRIBUTION FROM THE INTEREST AND PRINCIPAL ACCOUNT
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".)
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 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
10
<PAGE>
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 initially will be in the amount
shown under "Summary of Essential Information" and will change as the income and
expenses of the Trust change and as Securities are exchanged, redeemed, 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. Therefore, it may take
several months after the Date of Deposit for the Trustee to receive sufficient
interest payments on the Securities to begin monthly distributions of interest
to Unit Holders. 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
the 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.
The Trustee has agreed to advance to the Trust the amount of accrued
interest due on the Securities in the Portfolio from their respective issue
dates or previous interest payment dates through the first expected settlement
date. This accrued interest amount will be paid to the Sponsor as the holder of
record of all Units on such date. Consequently, when the Sponsor sells Units of
a Trust after the date of the Prospectus, the amount of accrued interest to be
added to the Public Offering Price of the Units purchased by an investor will
include only accrued interest from the first expected settlement date to, but
not including, the date of settlement of the investor's purchase (normally five
business days after purchase), less any distributions from the Interest Account.
Since a person who contracts to purchase Units on the date of the Prospectus
will settle such purchase on the first expected settlement date of Units, no
accrued interest will be added to the Public Offering Price. The Trustee will
recover its advancements to the Trust (without interest or other cost to the
Trust) from interest received on the Securities deposited in the Trust.
REPORTS TO UNIT HOLDERS
With each distribution from the Interest Account or Principal Account of the
Trust, the Trustee will furnish to the Unit Holders, a statement of the amount
being distributed, expressed in each case as a dollar amount per 1,000 Units. In
the event that the Issuer of any of the Securities fails to make payment when
due of any interest or principal and such failure results in a change in the
amount which would otherwise be distributed as a periodic distribution, the
Trustee will, with the first such distribution following such failure, set forth
in an accompanying statement, the Issuer and the Securities, the amount of the
reduction in the distribution per Unit resulting from such failure, the
percentage of the aggregate face amount of Securities which such Security
represents and, to the extent then determined, information regarding any
disposition or legal action with respect to such Security. Within a reasonable
period of time after the end of each calendar year, but in no event later than
February 15, the Trustee will furnish to each person who at any time during such
calendar year was a Unit Holder of record a statement setting forth:
As to the Interest Account: the amount of interest received on the
Securities and amounts representing penalties for the failure to make timely
payments on any of the Securities or liquidated damages for default or
breach of any condition or terms of any of the Securities (or any instrument
underlying any of the Securities); the amount paid from the Interest Account
upon the redemption of Units; the 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
11
<PAGE>
and expenses of the Sponsor, the Trustee, the Evaluator and counsel; if
amounts in the Interest Account were insufficient, the deductions from the
Principal Account for any other amounts credited to or deducted from the
Interest Account; and the net amount remaining after such payments and
deductions expressed both as a total dollar amount and as a dollar amount
per 1,000 Units outstanding on the last business day of such calendar year.
The following information: a list of the Securities as of the last
business day of such calendar year; the number of Units outstanding on the
last business day of such calendar year; the Redemption Price per 1,000
Units based on the last Trust evaluation made during such calendar year; and
the amounts actually distributed during such calendar year from the Interest
and Principal Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts per 1,000 Units outstanding on the Record
Dates for such distributions.
In order to comply with 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., a publicly-traded corporation. Dean Witter is a
financial services company that provides to its individual, corporate, and
institutional clients services as a broker in securities and commodities, a
dealer in corporate, municipal, and government securities, an investment banker,
an investment adviser, and an agent in the sale of life insurance and various
other products and services. Dean Witter is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Option 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.
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 is The Bank of New York, with its principal place of business at
48 Wall Street, New York, New York 10286, and its unit investment trust office
at 101 Barclay Street, New York, New York 10286. Unit Holders should direct
inquiries regarding distributions, address changes and other matters relating to
the administration of the Trust to Unit Investment Trust Division, P.O. Box 974,
Wall Street Station, New York, New York 10268-0974. The Trustee is a member of
the New York Clearing House Association and is subject to supervision and
examination by the Superintendent of Banks of the State of New York, the Federal
Deposit Insurance Corporation and the Board of Governors of the Federal Reserve
System.
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<PAGE>
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 AND REMOVAL
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, or upon the determination of the Sponsor to remove the
Trustee for any reason, either with or without cause, the Sponsor may remove the
Trustee and appoint a successor as provided in the Indenture. Such resignation
or removal shall become effective upon the acceptance of appointment by the
successor trustee. If upon resignation of a trustee no successor has been
appointed or, if appointed, has not accepted the appointment within thirty days
after notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of a
trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a division of Kenny
Information Systems, 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. In addition, the Indenture requires the Evaluator to evaluate the
Securities in the Trust on the basis of their offering price on certain business
days during the initial public offering period and on any other day requested by
the Sponsor or Trustee. For information relating to the responsibility of the
Evaluator to evaluate the Securities on the basis of their offering or bid
prices as appropriate, 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.
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
13
<PAGE>
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 Part A -- "Summary of Essential Information." In the event
of termination, written notice thereof will be sent by the Trustee to all Unit
Holders. Within a reasonable period after termination, the Trustee will sell any
Securities remaining in the terminated Trust and, after paying all expenses and
charges incurred by the Trust, will distribute to each Unit Holder, upon
surrender for cancellation of his Certificate for Units, his pro rata share of
the balances remaining in the Interest and Principal Accounts. The sale of
Securities in the Trust upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unit Holder upon termination may
be less than the principal amount of Securities represented by the Units held by
such Unit Holder.
LEGAL OPINIONS
Certain legal matters in connection with the Units offered hereby have been
passed upon by Cahill Gordon & Reindel, a partnership including a professional
corporation, 80 Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
AUDITORS
The financial statements of the Trust included in this Prospectus have been
audited by Deloitte & Touche, 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 *
A Standard & Poor's Corporation rating on the units of an investment trust
(hereinafter referred to collectively as "units" and "fund") is a current
assessment of creditworthiness with respect to the investments held by such
fund. This assessment takes into consideration the financial capacity of the
issuers and of any guarantors, insurers, lessees, or mortgagors with respect to
such investments. The assessment, however, does not take into account the extent
to which fund expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the Unit Holder of the interest and
principal required to be paid on the portfolio assets. In addition, the rating
is not a recommendation to purchase, sell, or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a particular
investor.
Funds rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong.
- ---------
*As described by Standard & Poor's Corporation.
14
<PAGE>
- ----------------------------------- Sponsor: -----------------------------------
(DEAN WITTER REYNOLDS INC. LOGO)
Two World Trade Center - New York, New York 10048
- --------------------------------------------------------------------------------
37684
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following docdocuments:
The facing sheet.
The Cross-reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
-Cahill Gordon & Reindel (included in Exhibit 5)
-Deloitte & Touche
-Kenny S&P Evaluation Services, a division of
Kenny Information Systems, Inc., as Evaluator
-Standard & Poor's Corporation
The following exhibits:
* EX-3(a) Certificate of Incorporation of Dean Witter Reynolds Inc.
* EX-3(b) By-laws of Dean Witter Reynolds Inc.
EX-4.1 Trust Indenture and Agreement, dated March 16, 1994
EX-4.2 Reference Trust Agreement, dated March 16, 1994
EX-4.3 Form of Certificate of Beneficial Interest (included in Trust
Indenture and Agreement)
EX-5 Opinion of counsel as to legality of securities being
registered
EX-23.1 Consent of Independent Auditors
EX-23.2 Consent of Kenny S&P Evaluation Services
EX-23.3 Consent of Standard & Poor's Ratings Group
EX-23.4 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
EX-99 Information as to Officers and Directors of Dean Witter
Reynolds Inc. is incorporated by reference to Schedule A and D
of Form BD filed by Dean Witter Reynolds Inc. pursuant to Rule
15b1-1 and 15b3-1
____________________
* Incorporated by reference to the same exhibit in the Registration
Statement of Series Tax-Exempt Investment Trust, Insured Long
Term Series 33 and Long Term Municipal Portfolio Series 106,
Registration Numbers 33-38086 and 33-37629, respectively.
<PAGE>
under the Securities Exchange Act of 1934 (1934 Act File No.
8-14171).
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Government Trust, U.S. Treasury
Series 7, hereby identifies the Sears Government Investment Trust, U.S.
Treasury Series 1 and Freddie Mac Portfolio Series 3 of the Trust for the
purposes of the representations required by Rule 487 and represents the
following:
1) That the portfolio securities deposited in the series
as to the securities of which this registration
statement is being filed do not differ materially in
the type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the
specific portfolio securities deposited in, and to
provide essential financial information for, the series
with respect to the securities of which this
registration statement is being filed, this
registration statement does not contain disclosure
that differs in any material respect from that
contained in the registration statement for such
previous series as to which the effective date was
determined by the Commission or the staff;
3) That it has complied with Rule 460 under the Securities
Act of 1933.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant, Dean Witter Select Government Trust, U.S. Treasury Series 7,
has duly caused this Amendment No. 1 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 16th day of March, 1994.
DEAN WITTER SELECT GOVERNMENT TRUST, U.S.
TREASURY SERIES 7
(Registrant)
By: Dean Witter Reynolds Inc. (Depositor)
Michael D. Browne
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed on behalf of
Dean Witter Reynolds Inc., the Depositor, by the following persons 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 16th day of March, 1994.
DEAN WITTER REYNOLDS INC.
Name Office
------ --------
Philip J. Purcell Chairman & Chief )
Executive Officer* )
Thomas C. Schneider Executive Vice )
President and Chief )
Financial Officer )
By
Michael D. Browne
Attorney-in-fact*
_____________________
* 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 Sears Tax-Exempt Investment Trust, Long Term
Municipal Portfolio Series 96, File No. 33-32860.
<PAGE>
Name Office
- ------ --------
Richard M. DeMartini Director*
Nancy S. Donovan Director*
Charles A. Fiumefreddo Director*
James S. Higgins Director*
Stephen R. Miller Director*
Richard F. Powers Director*
Philip J. Purcell Director*
Thomas C. Schneider Director*
William B. Smith Director*
Robert E. Wood, II Director*
_____________________
* 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 Sears Tax-Exempt Investment Trust, Long Term
Municipal Portfolio Series 96, File No. 33-32860.
<PAGE>
EXHIBIT INDEX
TO
FORM S-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ------------ -------------------
* EX-3(a) Certificate of Incorporation of Dean Witter Reynolds Inc.
* EX-3(b) By-laws of Dean Witter Reynolds Inc.
EX-4.1 Trust Indenture and Agreement, dated March 16, 1994
EX-4.2 Reference Trust Agreement, dated March 16, 1994
EX-4.3 Form of Certificate of Beneficial Interest (included in Trust
Indenture and Agreement)
EX-5 Opinion of counsel as to legality of securities being
registered
EX-23.1 Consent of Independent Auditors
EX-23.2 Consent of Kenny S&P Evaluation Services
EX-23.3 Consent of Standard & Poor's Ratings Group
EX-23.4 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
EX-99 Information as to Officers and Directors of Dean Witter
Reynolds Inc. is incorporated by reference to Schedule A and D
of Form BD filed by Dean Witter Reynolds Inc. pursuant to Rule
15b1-1 and 15b3-1 under the Securities Exchange Act of 1934
(1934 Act File No. 8-14171).
____________________
* Incorporated by reference to the same exhibit in the Registration
Statement of Series Tax-Exempt Investment Trust, Insured Long
Term Series 22 and Long Term Municipal Portfolio Series 106,
Registration Numbers 33-38086 and 33-37629, respectively.
<PAGE>
______________________________________________________________
______________________________________________________________
DEAN WITTER SELECT GOVERNMENT TRUST
TRUST INDENTURE AND AGREEMENT
for all series formed on or subsequent to the
effective date specified below
Among
DEAN WITTER REYNOLDS INC.
As Depositor
THE BANK
OF NEW YORK
As Trustee
KENNY S & P EVALUATION SERVICES, a division
of KENNY INFORMATION SYSTEMS, INC.
As Evaluator
________________________
Dated: March 16, 1994
______________________________________________________________
______________________________________________________________
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TRUST INDENTURE AND AGREEMENT
CONTENTS
Article and Section Page
PREAMBLES ................................................................ 1
Form of Certificates ............................................... 3
ARTICLE I -- DEFINITIONS ................................................. 8
ARTICLE II -- DEPOSIT OF SECURITIES; ACCEPTANCE OF TRUST;
ISSUANCE OF UNITS; FORM OF CERTIFICATES ........................... 13
Sec. 2.01. Deposit of Securities ........................... 12
Sec. 2.02. Acceptance of Trust ............................. 14
Sec. 2.03. Issue of Units .................................. 14
Sec. 2.04. Form of Certificates ............................ 15
ARTICLE III -- ADMINISTRATION OF TRUST .................................. 15
Sec. 3.01. Initial Costs ................................... 15
Sec. 3.02. Interest Account ................................ 16
Sec. 3.03. Principal Account ............................... 16
Sec. 3.04. Reserve Account ................................. 16
Sec. 3.05. Distribution .................................... 17
Sec. 3.06. Distribution Statements ......................... 21
Sec. 3.07. Sale of Bonds ................................... 24
Sec. 3.08. Refunding Bonds ................................. 25
Sec. 3.09. Bond Counsel .................................... 26
Sec. 3.10. Notice and Sale by Trustee ...................... 26
Sec. 3.11. Trustee Not To Amortize ......................... 27
Sec. 3.12. Notice to Depositor ............................. 27
Sec. 3.13. Sale of Deposited Units ......................... 27
Sec. 3.14. Replacement Bond ................................ 28
ARTICLE IV -- EVALUATION OF SECURITIES;
EVALUATOR ............................................................... 29
Sec. 4.01. Evaluation by Evaluator ......................... 29
Sec. 4.02. Tax Reports ..................................... 30
Sec. 4.03. Evaluator's Compensation ........................ 30
Sec. 4.04. Liability of Evaluator .......................... 30
Sec. 4.05. Successor Evaluator ............................. 30
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Article and Section Page
ARTICLE V -- TRUST EVALUATION; REDEMPTION, PURCHASE,
TRANSFER, INTERCHANGE OR REPLACEMENT OF
CERTIFICATES ...................................................... 32
Sec. 5.01. Trust Evaluation ................................ 32
Sec. 5.02. Redemptions by Trustee; Purchases
by Depositor .................................... 33
Sec. 5.03. Transfer or Interchange of
Certificates .................................... 35
Sec. 5.04. Certificates Mutilated, Destroyed,
Stolen or Lost .................................. 36
ARTICLE VI -- TRUSTEE ................................................... 37
Sec. 6.01. General Definition of
Trustee's Liabilities, Rights and
Duties .......................................... 37
Sec. 6.02. Books, Records and Reports ...................... 41
Sec. 6.03. Indenture and List of Securities
on File ..........................................41
Sec. 6.04. Compensation .................................... 42
Sec. 6.05. Removal and Resignation of
Trustee; Successor .............................. 43
Sec. 6.06. Qualifications of Trustee ....................... 46
ARTICLE VII -- RIGHTS OF UNIT HOLDERS ................................... 46
Sec. 7.01. Beneficiaries of Trust .......................... 46
Sec. 7.02. Rights, Terms and Conditions .....................46
ARTICLE VIII -- DEPOSITOR ............................................... 47
Sec. 8.01. Liabilities; Power of Attorney .................. 47
Sec. 8.02. Discharge ....................................... 48
Sec. 8.03. Successors ...................................... 50
Sec. 8.04. Resignation ..................................... 50
Sec. 8.05. Additional Depositors ........................... 51
Sec. 8.06. Exclusions from Liability ....................... 51
Sec. 8.07. Compensation .................................... 52
ARTICLE IX -- ADDITIONAL COVENANTS; MISCELLANEOUS
PROVISIONS ........................................................ 53
Sec. 9.01. Amendments ...................................... 53
Sec. 9.02. Termination ..................................... 54
Sec. 9.03. Construction .................................... 56
Sec. 9.04. Written Notice .................................. 56
Sec. 9.05. Severability .................................... 56
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Article and Section Page
Sec. 9.06. Dissolution of Depositors Not To
Terminate ....................................... 57
EXECUTION ................................................................ *
ACKNOWLEDGMENTS .......................................................... *
______________________
This Table of Contents does not constitute part of the Indenture.
_________________________
* See Applicable Reference Trust Agreement.
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TRUST INDENTURE AND AGREEMENT dated March 16, 1994 among DEAN
WITTER REYNOLDS INC. as Depositor, and THE BANK OF NEW YORK as Trustee, and
KENNY S & P EVALUATION SERVICES, a division of KENNY INFORMATION SYSTEMS,
INC., as Evaluator.
WITNESSETH that:
WHEREAS, it is desired to expand the market for certain
Securities issued by the United States Government, and agencies thereof or
other similar entities, some of which Securities, as individual issues or
parts thereof, might be unavailable or impracticable as investments to
certain individual investors, and to provide proper diversification to such
investors, particularly those with limited investment capital; and
WHEREAS, the Depositor desires to provide for the collection
and distribution of the principal of and interest on such Securities by the
Trustee to such persons as shall purchase an interest therein, as
hereinafter provided; and
WHEREAS, the Depositor, the Trustee and the Evaluator are
entering into this Trust Indenture and Agreement for the purpose of
establishing certain of the terms, covenants and conditions of the Dean
Witter Select Government Trust created on March 16, 1994, and each
subsequent Series which may be established from time to time after the date
hereof, incorporating by reference the terms hereof; and
WHEREAS, for the Dean Witter Select Government Trust, and each
subsequent Series of the Dean Witter Select Government Trust, to which this
Trust Indenture and Agreement is applicable, the Depositor, the Trustee,
and the Evaluator shall execute a separate Reference Trust Agreement
incorporating by reference this Trust Indenture and Agreement and effecting
any amendment, supplement or variation from or to such incorporation by
reference with respect to the related series, and specifying for that
series: (1) the Bonds and Deposited Units (if any) deposited in trust and
the number of Units delivered by the Trustee in exchange for the Bonds and
Deposited Units (if any) pursuant to Section 2.03; (2) the initial
fractional undivided interest represented by each Unit in each Trust;
(3) the First Settlement Date; (4) the first and subsequent Distribution
Dates; (5) the first and subsequent Record Dates; (6) the name of the
Depositor; (7) the amount of the first distribution to Unit Holders of
record as of the first Record Date; (8) the Depositor's fee; (9) the
Trustee's
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annual fee; (10) the Evaluator's fee; (11) the Termination Date; and
(12) any other change or addition contemplated or permitted by this Trust
Indenture and Agreement; and
WHEREAS, the Depositor will acquire and, concurrently with the
execution and delivery of the appropriate Reference Trust Agreement, will
deposit in trust with the Trustee the Bonds and the units of prior Series
of the Dean Witter Select Government Trust, if any, to be listed in the
Schedule thereto, all to be held by the Trustee in trust upon the terms and
conditions hereinafter set forth as amended, supplemented or varied by such
Reference Trust Agreement, for the use and benefit of all registered
holders of units of fractional undivided interest in the Trust to which
such Reference Trust Agreement relates; and
WHEREAS, concurrently with the receipt of the aforesaid
deposit, the Trustee will record on its books the ownership by the
Depositor thereof of units of fractional undivided interest in such Bonds
and such units of prior series of the Dean Witter Select Government Trust
and in the Interest Account and the Principal Account maintained under this
Indenture in the manner hereinafter provided (which units of fractional
undivided interest so recorded respectively will represent in the aggregate
100% of the beneficial interest established hereby in such Bonds, units of
prior series of the Dean Witter Select Government Trust, Interest Account
and Principal Account) and will execute in the name of the Depositor
thereof certificates representing the ownership of the aggregate number of
Units specified in such Reference Trust Agreement (hereinafter called the
"Certificates"), and will deliver said Certificates to or upon the order of
the Depositor; and
WHEREAS, the form of the Certificates shall be substantially as
follows:
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No. ______________ ____________ Units
CERTIFICATE OF OWNERSHIP
--evidencing--
An Undivided Interest
--in the--
DEAN WITTER SELECT GOVERNMENT TRUST
CUSIP
____________
/___________/
This is to certify that is the owner and
registered holder of this Certificate evidencing the ownership of
unit(s) of undivided interest in the Series of DEAN WITTER
SELECT GOVERNMENT TRUST that is specified on the face hereof (hereinafter
called the "Trust"). The Trust was created by the Trust Indenture and
Agreement applicable to this Series of Dean Witter Select Government Trust,
as amended, supplemented or varied by the Reference Trust Agreement
applicable to this Series of Dean Witter Select Government Trust (such
Trust Indenture and Agreement as amended, supplemented or varied by such
Reference Trust Agreement being hereafter called the "Indenture"), among
Dean Witter Reynolds Inc. (hereinafter called the "Depositor"), The Bank of
New York (hereinafter called the "Trustee") and the evaluator specified in
the Indenture. The Trust consists of (1) such of the securities and Units
of preceding Series of Dean Witter Select Government Trust, if any,
deposited in trust and listed in the Schedule to the Reference Trust
Agreement relating to the Trust, and such of the Additional Securities as
are supplementally deposited in the Trust, if any, and any other securities
that may be deposited in the Trust in accordance with the Indenture, as may
from time to time continue to be held as part of the Trust and (2) such
cash amounts as from time to time may be held in certain accounts of the
Trust as provided in the Indenture.
This Certificate is issued under and is subject to the terms,
provisions and conditions of the Indenture. The holder of this
Certificate, by virtue of the acceptance hereof, assents to and shall be
bound by the terms of the Indenture, a
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copy of which is on file and available for inspection at the unit
investment trust office of the Trustee, to which reference is made for all
the terms, conditions and covenants thereof.
The registered holder of this Certificate is entitled at any
time upon tender of this Certificate to the Trustee at its unit investment
trust office in the City of New York, and upon payment of any tax or other
governmental charges, to receive, on the seventh calendar day following the
day on which such tender is made, or, if such calendar day is not a
business day, on the first business day prior to such calendar day, an
amount in cash equal to the evaluation of the fractional undivided interest
in the Trust evidenced by this Certificate, upon the basis provided for in
the Indenture. The right of redemption may be suspended and the date of
payment may be postponed for any period during which the New York Stock
Exchange is closed or trading on that Exchange is restricted, for any
period during which an emergency exists so that disposal of the securities
held in the Trust is not reasonably practicable or it is not reasonably
practicable to determine fairly the value of such securities, or for such
other periods as the Securities and Exchange Commission may by order
permit.
This Certificate shall be transferable by the registered holder
hereof by presentation and surrender hereof at the unit investment trust
office of the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Trustee
and executed by the registered holder hereof or his authorized attorney.
Certificates of the Trust are interchangeable for one or more Certificates
in an equal aggregate number of units of undivided interest in the Trust at
the unit investment trust office of the Trustee, in denominations of a
single unit of undivided interest or any multiple thereof.
The holder hereof may be required to pay a charge as provided
in the Indenture per Certificate issued in connection with the transfer or
interchange of this Certificate and any tax or other governmental charge
that may be imposed in connection with the transfer, interchange or other
surrender of this Certificate.
The Trust shall terminate upon the maturity, redemption, sale
or other disposition of the last security held therein, provided, however,
that in no event shall the Indenture and the Trust continue beyond the date
set forth in Part II of the Reference Trust Agreement. The Indenture also
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provides that the Trust may be terminated at any time by the written
consent of the holders of 51% of the units of undivided interest in the
Trust and under certain circumstances which include a decrease in the value
of the securities held in the Trust to less than an amount specified in the
Indenture. Upon any termination the Trustee shall fully liquidate the
securities then held, if any, and distribute pro rata the funds then held
in the Trust upon surrender of the Certificates, all in the manner provided
in the Indenture. Upon termination, the Trustee shall be under no further
obligation with respect to the Trust, except to hold the funds in trust
without interest until distribution as aforesaid and shall have no duty
upon any such termination to communicate with the holder hereof other than
by mail at the address of such holder appearing in the registration books
of the Trustee.
This Certificate shall not become valid or binding for any
purpose until properly executed by the Trustee under the Indenture.
IN WITNESS WHEREOF, Dean Witter Reynolds Inc. has caused this
Certificate to be executed in facsimile by an authorized officer; and The
Bank of New York, as Trustee, has caused this Certificate to be executed in
its corporate name by an authorized officer.
Dated:
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DEAN WITTER REYNOLDS INC.
DEPOSITOR
By
Authorized Officer
THE BANK OF NEW YORK,
TRUSTEE
By
Authorized Officer
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The following abbreviations, when used in the inscription on
the face of the certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM as tenants in common UNIF GIFT MIN ACT ...Custodian..
(Cust) (Minor)
TEN ENT as tenants by the entireties under Uniform
Gifts to Minors
JT TEN as joint tenants with right Act...........
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above
list.
FORM OF ASSIGNMENT
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
For Value Received hereby sells, assigns
and transfers unto the within Certificate and does
hereby irrevocably constitute and appoint attorney,
to transfer the within Certificate on the books of the Trustee, with full
power of substitution in the premises.
Date:
NOTICE: the signature to this assignment
must correspond with the name as written
upon the face of the Certificate without
alteration or enlargement or any change
whatever.
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NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee and the Evaluator
agree as follows:
ARTICLE I
Definitions
Section 1.01 Whenever used in this Indenture the following words
and phrases, unless the context clearly indicates otherwise, shall have the
following meanings:
(1) "Additional Securities" shall mean such Securities (as
defined herein) as are listed in schedules to a Supplemental
Indenture and which are deposited in connection with an increase in
the number of Units initially specified in an Indenture.
(2) "Additional Deposited Units" shall mean such Deposited
Units (as defined herein) as are listed in schedules to a
Supplemental Indenture and which are deposited in connection with an
increase in the number of Units initially specified in an Indenture.
(3) "Additional Units" shall mean such Units (as defined
herein) as are issued in respect of Additional Securities.
(4) "Basic Agreement" shall mean this Trust Indenture and
Agreement dated March , 1994 as originally executed, or if amended
as hereinafter provided, as so amended, exclusive of the terms
contained in any related Reference Trust Agreement.
(5) "Bonds" shall mean such of the interest-bearing and zero
coupon obligations, including "when, as and if issued" and/or
"regular way" contracts, if any, for the purchase of certain bonds,
and a certified check or checks and/or an irrevocable letter or
letters of credit in the amount required for such purchase, deposited
in irrevocable trust and listed in the Schedule to the Reference
Trust Agreement and Supplementary Reference Trust Agreement, and any
obligations received in exchange, substitution or replacement for
such obligations pursuant to Sections 3.08 and 3.14 hereof, as may
from time to time continue to be held as a part of the Trust to which
such
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Reference Trust Agreement and Supplementary Reference Trust
Agreements relate.
(6) "Business Day" shall mean any day other than a Saturday
or Sunday or, in the City of New York, a legal holiday, or a day on
which banking institutions are authorized by law to close.
(7) "Certificate" shall mean any one of the certificates
executed by the Trustee and the Depositor evidencing ownership of an
undivided fractional interest in the Trust.
(8) "Contract Securities" shall mean Bonds which are to be
acquired by the Trust pursuant to contracts, including (i) Bonds
listed in the Schedule to the Reference Trust Agreement and
Supplemental Schedules thereto and (ii) Bonds which the Depositor has
contracted to purchase for the Trust pursuant to Section 3.14.
(9) "Deposited Units" shall mean such of the units of
preceding series of Dean Witter Select Government Trust, if any,
deposited in irrevocable trust and listed in the Schedule to the
Reference Trust Agreement and on any Supplemental Schedules thereto,
as may from time to time continue to be held as a part of the Trust
to which such Reference Trust Agreement relates.
(10) "Depositor" of the Trust shall have the meaning assigned
to it in Part II of the Reference Trust Agreement.
(11) "Depositor's Special Distribution" shall have the meaning
assigned to it in Section 3.05 hereof.
(12) "Distribution Date" of a Trust shall have the meaning
assigned to it in Part II of the Reference Trust Agreement relating
to such Trust.
(13) "Evaluation Time" shall mean the time set forth under
Summary of Essential Information in a prospectus for a Trust.
(14) "Evaluator" shall mean Kenny S & P Evaluation Services, a
division of Kenny Information Systems, Inc., or any corporation into
which such firm may be merged or with which it may be consolidated,
or any corporation
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resulting from any merger or consolidation to which such firm shall
be a party, or any firm succeeding to all or substantially all of the
business of such firm; or any successor evaluator as hereinafter
provided for.
(15) "First Settlement Date" of the Trust shall have the
meaning assigned to it in Part II of the Reference Trust Agreement
relating to such Trust.
(16) "Indenture" shall mean the Basic Agreement, as further
amended, supplemented or varied by the Reference Trust Agreement.
(17) "Record Date" of a Trust shall have the meaning assigned
to it in Part II of the Reference Trust Agreement relating to such
Trust.
(18) "Reference Trust Agreement" shall mean a supplement to
the Basic Agreement, the purpose of which shall be to amend,
supplement and/or vary certain of the terms contained in the Basic
Agreement. Each Reference Trust Agreement, together with the Basic
Agreement to the extent that such Reference Trust Agreement
incorporates it by reference, defines all the terms, rights and
duties relevant to the series of Dean Witter Select Government Trust,
to which such Reference Trust Agreement relates.
(19) "Reinvestment Programs" shall mean the programs, if any,
for reinvestment of principal and interest payments payable to a Unit
Holder pursuant to the particular Prospectus relating to such Units
of a Trust or pursuant to any other prospectus or offering memorandum
referred to in the Prospectus or in the Indenture.
(20) "Replacement Bond" shall mean a Bond purchased by the
Trustee pursuant to Section 3.14 hereof.
(21) "Securities" shall mean both the Bonds and the Deposited
Units, if any, deposited in trust and listed on a schedule attached
to the Reference Trust Agreement and on any Supplemental Schedule
thereto.
(22) "Special Bond" shall have the meaning assigned to it in
Section 3.14 hereof.
(23) "Supplemental Indenture" shall mean an amendment or
supplement to the Indenture executed pursuant to
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Section 2.01 hereof for the purpose of making additional deposits of
Securities in the Trust and issuing a corresponding amount of
additional units.
(24) "Termination Date" shall mean the date set forth in
Part II of the Reference Trust Agreement.
(25) "Trust" shall mean the trust created by this Indenture
(including the separate, respective trusts mentioned in a Reference
Trust Agreement), which trust shall be denominated as indicated in
Part II of the Reference Trust Agreement relating to such Trust and
which shall consist of the Securities held pursuant and subject to
this Indenture together with all undistributed interest received or
accrued thereon, and any undistributed cash held in the Interest and
Principal Accounts realized from the sale, redemption, liquidation,
or maturity of the Bonds, the Deposited Units, if any, or the
underlying obligations held in those series of Dean Witter Select
Government Trust to which the Deposited Units relate.
(26) "Trustee" shall mean The Bank of New York, or any
successor trustee as hereinafter provided for.
(27) "Unit" with respect to the Trust shall represent a
fractional undivided interest in and ownership of the Trust initially
equal to the fraction specified for the Trust in Part II of the
Reference Trust Agreement relating to the Trust. From time to time,
the denominator of each of these fractions shall be decreased by the
number of any such Units redeemed as provided in Section 5.02 hereof
and increased by the number of Additional Units created pursuant to
Section 2.05 hereof.
(28) "Unit Holder" shall mean the registered holder of any
Unit as recorded on the books of the Trustee, his legal
representatives and heirs and the successors of any corporation,
partnership or other legal entity which is a registered holder of any
Unit and as such shall be deemed a beneficiary of the Trust created
by this Indenture to the extent of his pro rata share thereof.
(29) Words importing singular number shall include the plural
number in each case and vice versa, and words importing person shall
include corporations, and associations, as well as natural persons.
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(30) The words "herein," "hereby," "herewith," "hereof,"
"hereinafter," "hereunder," "hereinabove," "hereafter", "heretofore"
and similar words or phrases of reference and association shall refer
to this Indenture in its entirety.
ARTICLE II
Deposit of Securities; Acceptance of Trust;
Issuance of Units; Form of Certificates
Section 2.01 Deposit of Securities: (a) The Depositor,
concurrently with the execution and delivery of the Reference Trust
Agreement, will deposit with the Trustee in trust the Securities listed in
the Schedule or Schedules attached to such Reference Trust Agreement in
bearer form or duly endorsed in blank or accompanied by all necessary
instruments of assignment and transfer in proper form to be held,
administered and applied by the Trustee as herein provided. The Depositor
shall deliver the Securities listed on said Schedule or Schedules to the
Trustee which were not actually delivered concurrently with the execution
and delivery of the Reference Trust Agreement within 90 days after said
execution and delivery or, if Section 3.14 applies, within such shorter
period as is specified in Section 3.14.
(b) From time to time and in the discretion of the Depositor,
the Depositor may make deposits of Additional Securities duly endorsed in
blank or accompanied by all necessary instruments of assignment and
transfer in proper form (or contracts to purchase Additional Securities and
cash or an irrevocable letter of credit in an amount necessary to
consummate the purchase of any Additional Securities pursuant to such
contracts ("Additional Contract Securities")) and Cash (as defined below),
if Cash is an asset of the Trust immediately prior to the supplemental
deposit, provided that each deposit of Additional Securities and Cash, if
any, deposited during the 90-day period following the first deposit of
Securities in the Trust shall replicate, to the extent practicable as
hereinafter provided, the Securities (including Contract Securities) and
shall exactly replicate Cash (other than Cash to be distributed only (i) to
the Depositor with respect to interest accrued prior to the initial date of
deposit or (ii) in respect of Units issued and outstanding prior to the
deposit) held in the Trust immediately prior to each such deposit; and,
provided further, that each deposit of Additional Securities and Cash, if
any, subsequent to such
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90-day period shall exactly replicate the Securities (including Contract
Securities) and Cash (other than Cash to be distributed only to the
Depositor or in respect of Units issued and outstanding prior to the
deposit) held in the Trust immediately prior to each such deposit. For
purposes of this paragraph Cash means cash on hand in the Trust and/or cash
receivable by the Trust as of the date of the supplemental deposit in
respect of a coupon date which has occurred on or before the date of such
supplemental deposit, reduced by payables and accrued expenses on such
date.
Accordingly, for a deposit subsequent to the 90-day period
following the first deposit of Securities:
1. Any Additional Securities included in a deposit shall be
identical to Securities held in the Trust immediately prior to the
deposit and Bonds included therein shall be in face amounts such that
(i) the face amount of Bonds of a particular issue included in a
deposit divided by (ii) the aggregate of the face amounts of all
Bonds included in the deposit results in a fraction which is the same
as the fraction resulting from division of (iii) the aggregate face
amount of the Bonds of the same issue held in the Trust divided by
(iv) the aggregate face amount of all Bonds held in the Trust
immediately prior to the deposit;
2. Any deposit of Bonds shall be accompanied by Cash in an
amount bearing the same ratio to the aggregate face amount of all
Bonds in the deposit as the Cash held in the Trust immediately prior
to the deposit bears to the aggregate face amount of all Bonds held
in the Trust immediately prior to the deposit, exclusive of Cash held
in the Trust and designated for distribution only (i) to the
Depositor with respect to interest accrued prior to the initial date
of deposit or (ii) with respect only to Units issued and outstanding
prior to the deposit; and
3. Any Additional Deposited Units included in a deposit
shall be identical with Deposited Units then held in the Trust and
shall be in numbers determined by multiplying the number of Deposited
Units with respect to a particular prior series Dean Witter Select
Government Trust held in the Trust immediately prior to the deposit
by the fraction obtained by dividing the face amount of all Bonds
included in the deposit by the face amount of
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all Bonds included in the Trust immediately prior to the deposit;
and for a deposit during the 90-day period following the first deposit of
Securities in the Trust, the rules stated in subparagraphs (1), (2) and (3)
of this paragraph shall apply except that any Additional Securities (in-
cluding Contract Securities) need be only substantially similar (rather
than identical to) Securities held in the Trust immediately prior to the
deposit and the proportionality requirements need be met only to the extent
practicable. Without limiting the generality of the phrase "to the extent
practicable," if the Depositor specifies a minimum face amount of a Bond or
minimum number of Deposited Units with respect to a particular trust to be
included in a deposit and such minimum requirement cannot be met or if a
Security identical to a Security held in the Trust is not readily
obtainable, substitution of other substantially similar Securities
(including Securities of an issue originally deposited) in order to meet
the foregoing proportionality requirements shall be considered as a meeting
of such requirements "to the extent practicable."
Each deposit of Additional Securities shall be listed in and
made in accordance with a Supplemental Indenture stating the date of such
deposit and the number of Additional Units being issued therefor.
Section 2.02 Acceptance of Trust: The Trustee hereby accepts
the Trust created by this Indenture for the use and benefit of the Unit
Holders in the Trust, subject to the terms and conditions of this
Indenture.
Section 2.03 Issue of Units: By executing the Reference Trust
Agreement, the Trustee will thereby acknowledge receipt of the deposit
relating to the Trust to which such Reference Trust Agreement relates,
referred to in Section 2.01, and simultaneously with the receipt of said
deposit, will execute Certificates substantially in the form above recited
representing the ownership of all Units of the Trust as specified in
Part II of the Reference Trust Agreement. The Trustee hereby agrees that
on the date of any Supplemental Indenture, it shall acknowledge that the
Additional Securities identified therein have been deposited with it by
recording on its books the ownership by the Depositor, or such other person
or persons as may be indicated by the Depositor, of the aggregate number of
Units to be issued in respect of such Additional Securities so deposited,
and shall, if so requested,
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execute Certificates substantially in the form above recited representing
the ownership of an aggregate number of those Units.
Under the terms and conditions and at such times as are
permitted by the Trustee, Units may also be held in uncertificated form.
Unit Holders may elect to have their Units held in uncertificated form by
surrendering their Certificates to the Trustee for cancellation. At such
time, an appropriate notation will be made in the registration books of the
Trustee to indicate that the Units formerly evidenced by such cancelled
Certificates are Units held in uncertificated form. The Trustee shall, at
the request of the Holder of any Units held in uncertificated form, issue a
new Certificate to evidence such Units and at such time make an appropriate
notation in the registration books of the Trustee. The rights set forth in
this Agreement of any holder of Units held in uncertificated form shall be
the same as those of any other Unit Holder.
The Trusts created by this Indenture are separate and distinct
trusts for all purposes and the assets of one such trust may not be
commingled with the assets of any other trust, except as expressly provided
herein, nor shall the expenses of any such trust be charged against the
other. The Certificates representing the ownership of a fractional
undivided interest in one Trust shall not be exchangeable for certificates
representing the ownership of an undivided fractional interest in any
other.
Section 2.04 Form of Certificates: Each Certificate referred
to in Section 2.03 shall be in substantially the form hereinabove recited,
numbered serially for identification, in fully registered form,
transferable only on the books of the Trustee as herein provided, executed
manually or in facsimile by an authorized officer of the Trustee and in
facsimile by an authorized officer of the Depositor of the Trust to which
the Certificate relates, and dated the date of execution and delivery by
the Trustee.
ARTICLE III
Administration of Trust
Section 3.01 Initial Costs: With respect to the Trust, the
cost of the initial preparation and printing and execution of this
Indenture, the initial fees of the Evaluator
<PAGE>
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and other reasonable expenses in connection therewith shall be paid by the
Depositor (the cost of the initial preparation of the Certificates shall be
paid by the Trustee); provided, however, that the liability on the part of
the Depositor for such initial costs, fees and expenses shall not include
any fees, costs or other expenses incurred in connection herewith after the
execution of this Indenture, and the deposit relating to the Trust,
referred to in Section 2.01.
Section 3.02 Interest Account: The Trustee shall collect the
interest on the Securities in the Trust as such becomes payable (including
all interest accrued but unpaid prior to the date of deposit of the
Securities in trust and including that part of the proceeds of the sale,
liquidation, redemption or maturity of any Securities which represents
accrued interest thereon and including all moneys paid pursuant to any
insurance contract representing interest on the Bonds in the Trust) and
credit such interest to a separate account to be known as the "Interest
Account."
Section 3.03 Principal Account: The Securities in the Trust
and all moneys, including all moneys paid pursuant to any insurance
contract representing principal of any Bond in the Trust, other than
amounts credited to the Interest Account for the Trust, received by the
Trustee in respect of the Securities in the Trust shall be credited to a
separate account for the Trust to be known as the "Principal Account" for
the Trust.
Section 3.04 Reserve Account: From time to time the Trustee
shall withdraw from the cash on deposit in the Interest Account or the
Principal Account of the Trust such amounts as it, in its sole discretion,
shall deem requisite to establish a reserve for any applicable taxes or
other governmental charges that may be payable out of the Trust. Such
amounts so withdrawn shall be credited to a separate account for the Trust
which shall be known as the "Reserve Account." The Trustee shall not be
required to distribute to the Unit Holders any of the amounts in the
Reserve Account; provided, however, that if it shall, in its sole
discretion, determine that such amounts are no longer necessary for payment
of any applicable taxes or other governmental charges, then it shall
promptly deposit such amounts in the appropriate account or, if such Trust
has been terminated or is in the process of termination, the Trustee shall
distribute to each Unit Holder thereof such holder's interest in the
Reserve Account of such Trust in accordance with Section 9.02.
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Section 3.05 Distribution: On the First Settlement Date for
Units as set forth in the Prospectus the Trustee shall deduct from the
Interest Account and distribute to the Depositor a sum equal to those
amounts advanced by the Trustee to the Trust, if applicable, sufficient to
cover accrued interest on the Bonds to the First Settlement Date. On each
settlement date for Contract Securities and Replacement Bonds, the Trustee
shall also deduct from the Interest Account and distribute to the Depositor
a sum equal to those amounts advanced by the Trustee to the Trust
sufficient to cover accrued interest on such Contract Securities or
Replacement Bonds for the period from the First Settlement Date to the
actual settlement date of such Contract Securities or Replacement Bonds.
Such distributions from the Trustee to the Depositor are hereinafter
collectively referred to as the "Depositor's Special Distribution." In the
event that Bonds are delivered to the Trust later than their expected
delivery dates, the Trustee shall adjust its fee downward as provided in
Section 6.04. In the event that Contract Securities are issued later than
their expected dates of issue, the Trustee shall adjust its fee downward as
provided in Section 6.04. The Trustee shall be entitled to reimbursements,
without interest, for such advancements and such reimbursements shall be
made from interest received by the Trust before any further distributions
shall be made from the Interest Account to Unit Holders. Subsequent
distributions shall be made as hereinafter provided.
As of each Record Date for a Trust, the Trustee shall:
(a) deduct from the Interest Account or, to the
extent funds are not available in such Account, from the
Principal Account and pay to itself individually the amounts
that it is at the time entitled to receive pursuant to
Section 6.04;
(b) deduct from the Interest Account or, to the
extent funds are not available in such Account, from the
Principal Account and pay to the Evaluator the amount that
it is at the time entitled to receive pursuant to Section
4.03;
(c) deduct from the Interest Account or, to the
extent funds are not available in such Account, from the
Principal Account and pay to counsel, designated as
hereinafter provided, an
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amount equal to unpaid fees and expenses, if any, of such
counsel as certified to by the Depositor; and
(d) deduct from the Interest Account or, to the
extent funds are not available in such Account, from the
Principal Account one-twelfth of the estimated annual amount
that the Depositor is entitled to receive pursuant to
Section 8.07 and hold such amount without interest until
such time as it is payable to the Depositor as set forth
below. On or before the first Distribution Date after the
conclusion of each quarter of the calendar year, the Trustee
shall distribute to the Depositor from the amount so held
pursuant to the immediately preceding paragraph the amounts
that the Depositor is at the time entitled to receive
pursuant to Section 8.07 on account of its services
theretofore performed and expenses theretofore incurred.
Distributions from the Interest and Principal Accounts shall be
made in accordance with the Unit Holder's election (the "Reinvestment
Election"). Such Reinvestment Election shall be made initially upon
purchase of any Units in the manner specified by the Depositor when, as and
if any such Reinvestment Election is or remains available through the
Depositor and, thereafter, such Reinvestment Election shall be made in
writing on a card furnished by the Trustee at the request of the Unit
Holder. The card shall provide the following choices: (1) distributions
to be made by mail addressed to the post office address of the Unit Holder
as it appears on the registration books of the Trustee and
(2) distributions to be made to the designated agent for any Reinvestment
Programs when, as and if available to the Unit Holder through the
Depositor. If no Reinvestment Election is offered by the Depositor or if
no Reinvestment Election is specified by the Unit Holder at the time of
purchase of any Unit, distributions of principal and interest shall be made
to the Unit Holder, as provided in (1) above. Once a Reinvestment Election
has been chosen by the Unit Holder, such election shall remain in effect
until changed by the Unit Holder. Such change of election may be made by
notification thereof to the Trustee at any time in form satisfactory to the
Trustee, or by returning the above mentioned election card and noting such
change of election thereon. A transferee of any Unit shall receive an
election card and may make his Reinvestment Election
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as set forth above. The Trustee shall be entitled to receive in writing a
notification from the Unit Holder as to his or her change of address.
With respect to all Series of the Dean Witter Select Government
Trust, on or shortly after the first Distribution Date, the Trustee shall
distribute, according to the Unit Holder's Reinvestment Election, to all
Unit Holders of record on the preceding Record Date, an amount from the
Interest Account specified in the Reference Trust Agreement for the Trust,
which amount may be a partial distribution, equal to a fraction of the
amount of each monthly distribution as provided for in the Reference Trust
Agreement, together with each Unit Holder's fractional share of the balance
of the Principal Account, computed as of close of business on such Record
Date.
On each subsequent Distribution Date or within a reasonable
period of time thereafter, the Trustee shall distribute by mail to each
Unit Holder of record at the close of business on the immediately preceding
Record Date at his post office address such holder's pro rata share of the
balance of the Interest Account (on the basis of one-twelfth of the amount
of net annual interest per unit expected to be received by the Trust during
the ensuing twelve months less deductions of estimated expenses for such
period), computed as of such preceding Record Date for the Trust, plus such
holder's pro rata share of the cash balance of the Principal Account of the
Trust, computed as of such preceding Record Date for the Trust, except as
reduced by any amounts deducted pursuant to Paragraphs (a), (b) and (c) of
this Section 3.05.
The Trustee shall not be required to make a distribution from
the Principal Account for any Series unless the cash balance on deposit
therein available for distribution shall be sufficient to distribute at
least $0.001 per $1 Unit; provided, however, that notwithstanding the
foregoing, when so directed by the Depositor, the Trustee shall hold
specially for anticipated redemptions such amount as the Depositor shall
direct, until that sum is exhausted by disbursements in payment of
redemptions or until the Depositor shall notify the Trustee that such
amount is no longer required for this purpose, at which time such amount
shall cease to be segregated within the Principal Account.
In the event the amount on deposit in the Interest Account of
the Trust on a Distribution Date therefor is not sufficient for the payment
of the amount of interest to be
<PAGE>
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distributed on the basis of the aforesaid computation, the Trustee shall
advance out of its own funds and cause to be deposited in and credited to
such Interest Account such amount as may be required to permit payment of
the interest distribution to be made on such Distribution Date; provided,
however, that the Trustee shall be entitled to be reimbursed without
interest out of the Trust for any and all amounts advanced by it pursuant
to this Section 3.05. The Trustee shall pay to itself the amounts which it
is entitled to receive as reimbursement for amounts advanced pursuant to
the preceding sentence, by deducting, subject to the limitations set forth
below, such amounts from the Interest Account when funds are available from
interest payments on the particular Bonds on which accrued interest was
paid. The Trustee shall be deemed to be the beneficial owner of the
interest payments or coupons in question to the extent of all amounts
advanced by it pursuant to this Section 3.05, and such advances shall be
considered a lien on the Trust and the Trustee shall have priority over
Unit Holders on funds received as payments upon the Bonds, as such payments
are received by the Trustee.
Nothing in this Section shall be construed so as to permit the
Trustee to reimburse itself for advances, if such reimbursement would
result in a failure by the Trustee to make a required distribution from the
Interest Account except where advances were made by the Trustee on Bonds
which have defaulted and the interest on which is now uncollectible, in
which case the Trustee may reimburse itself for such advances and reduce,
if necessary, the amount of a distribution from the Interest Account.
If the Depositor fails to replace any failed Special Bond in
accordance with Section 3.14, the Trustee shall distribute to all Unit
Holders the principal attributable to such Special Bond not later than the
second Distribution Date and, to the extent funds are provided by the
Depositor, will at such time distribute on behalf of the Depositor the
sales charge attributable to such Special Bond.
If less than all moneys attributable to a failed Special Bond
have been applied by the Trustee to purchase Replacement Bonds, the Trustee
shall distribute the remaining moneys to all Unit Holders not later than
the second Distribution Date following the deposit in which the failed
Special Bond was included.
<PAGE>
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The amount to be so distributed to each Unit Holder of the
Trust shall be that pro rata share of the cash balance of the Interest and
Principal Accounts of the Trust, computed as set forth above, as shall be
represented by the Units registered in the name of such Unit Holder.
In the computation of each such share, fractions of less than
one cent shall be omitted. After any such distribution provided for above,
any cash balance remaining in the Interest Account or the Principal Account
of the Trust shall be held in the same manner as other amounts subsequently
deposited in each of such Accounts, respectively.
For the purpose of distribution as herein provided, the holders
of record on the registration books of the Trustee at the close of business
on each Record Date shall be conclusively entitled to such distribution,
and no liability shall attach to the Trustee by reason of payment to any
such registered Unit Holder of record. Nothing herein shall be construed
to prevent the payment of amounts from the Interest Account and the
Principal Account of the Trust to individual Unit Holders by means of one
check, draft or other proper instrument, provided that the appropriate
statement of such distribution shall be furnished therewith as provided in
Section 3.06 hereof.
Section 3.06 Distribution Statements: With each distribution
from the Interest or Principal Accounts of the Trust the Trustee shall set
forth, either in the instrument by means of which payment of such
distribution is made or in an accompanying statement, the amount being
distributed from each such account expressed as a dollar amount per Unit.
In the event that the issuer of any of the Bonds in the Trust
shall fail 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 shall, with the first
such distribution relating to such Trust following such failure, set forth
in an accompanying statement (a) the name of the issuer and the Bond, (b)
the amount of the reduction in the distributions per Unit resulting from
such failure, (c) the percentage of the aggregate principal amount of
Securities which such Bond represents and (d) to the extent then
determined, information regarding any disposition or legal action with
respect to such Bond.
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In the event that a preceding series of Dean Witter Select
Government Trust to which any of the Deposited Units relate fails to make a
distribution when due of any interest or principal and such failure results
in a change in the amount which would otherwise be distributed hereunder as
a monthly distribution, the Trustee shall, with the first such distribution
following such failure, set forth in an accompanying statement (a) the name
of the preceding series and the Deposited Units, (b) the amount of the
reduction in the distributions per unit resulting from such failure, (c)
the percentage of the aggregate face amount of Securities which such
Deposited Units represent and (d) to the extent then determined,
information regarding any disposition or legal action with respect to such
preceding series or such Deposited Units.
Within a reasonable period of time after the last business day
of each calendar year, but not later than February 15, the Trustee shall
furnish to each person who at any time during such calendar year was a Unit
Holder of the Trust a statement setting forth, with respect to such
calendar year:
(A) as to the Interest Account of the Trust:
1. the amount of interest received on the
Securities,
2. the amounts paid (a) for purchases of
Replacement Bonds pursuant to Section 3.14 and
(b) for redemption pursuant to Section 5.02,
3. the deductions for payment of applicable taxes,
compensation of the Evaluator, the Depositor's
portfolio supervisory fee and fees and expenses
of the Trustee and bond counsel, and
4. the balance remaining after such distributions
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;
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(B) as to the Principal Account of the Trust:
1. the dates of the sale, maturity, liquidation or
redemption of any of the Securities and the net
proceeds received therefrom, excluding any
portion thereof credited to the Interest
Account,
2. the amount paid (a) for purchases of Replacement
Bonds pursuant to Section 3.14, and (b) for
redemptions pursuant to Section 5.02,
3. the deductions for payment of applicable taxes,
compensation of the Evaluator, the Depositor's
portfolio supervisory fee and fees and expenses
of the Trustee and bond counsel, and
4. the balance remaining after such distributions
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; and
(C) the following information:
1. a list of the Securities held in the Trust as of
the last business day of such calendar year,
2. the number of Units of such Trust outstanding on
the last business day of the calendar year,
3. the Unit Value (as defined in Section 5.01)
based on the last evaluation of such Trust made
during such calendar year, and
4. the amounts actually distributed during such
calendar year from the Interest and Principal
Accounts of the Trust, separately stated,
expressed both as total dollar amounts and as
dollar
<PAGE>
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amounts per Unit outstanding on the record dates
for such distributions.
Section 3.07 Sale of Bonds: In order to maintain the sound
investment character of the Trust, the Depositor thereof may direct the
Trustee to sell Bonds in the Trust at such price and time and in such
manner as shall be determined by the Depositor, provided that the Depositor
has determined that any one or more of the following conditions exist:
(a) that there has been a default on such Bonds in
the payment of principal or interest, or both, when due and
payable;
(b) that any action or proceeding has been instituted
in law or equity seeking to restrain or enjoin the payment
of principal or interest on any such Bonds, attacking the
constitutionality of any enabling legislation or alleging
and seeking to have judicially determined the illegality of
the issuing body or the constitution of its governing body
or officers, the illegality, irregularity or omission of any
necessary acts or proceedings preliminary to the issuance of
such Bonds, or seeking to restrain or enjoin the performance
by the officers or employees of any such issuing body of any
improper or illegal act in connection with the
administration of funds necessary for debt service on such
Bonds or otherwise; or that there exists any other legal
question or impediment affecting such Bonds or the payment
of debt service on the same;
(c) that there has occurred any breach of covenant or
warranty in any resolution, ordinance, trust, indenture or
other document, which would adversely affect either
immediately or contingently the payment of debt service on
such Bonds, or other general credit standing, or otherwise
impair the sound investment character of such Bonds;
(d) that there has been a default in the payment of
principal of or interest on any other outstanding Securities
of an issuer of such Bonds;
<PAGE>
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(e) that the price of any such Bonds has declined to
such an extent, or such other market or credit factor
exists, that in the opinion of the Depositor the retention
of such Bonds would be detrimental to the Trust and to the
interest of the Unit Holders thereof;
(f) that such Bonds are the subject of an advanced
refunding. For the purposes of this Section 3.07(f), "an
advanced refunding" shall be deemed to have occurred when
refunding Bonds are issued and the proceeds thereof are
deposited in irrevocable trust to retire the Bonds on or
before their redemption date;
(g) that as of any Record Date such Bonds are
scheduled to be redeemed and paid prior to the next
succeeding Distribution Date; provided, however, that as the
result of such sale the Trustee will receive funds in an
amount equal to or greater than $.0005 per Unit.
Upon receipt of such direction from the Depositor, upon which
the Trustee shall rely, the Trustee shall proceed to sell the specified
Bonds in accordance with such direction; provided, however, that the
Trustee shall not sell any Bonds upon receipt of a direction from the
Depositor specifying that it has determined that the conditions in
subdivision (g) above exist, unless the Trustee shall receive on account of
such sale the full principal amount of such Bonds, plus the premium, if
any, and the interest accrued and to accrue thereon to the date of the
redemption of such Bonds. The Trustee shall not be liable or responsible
in any way for depreciation or loss incurred by reason of any sale made
pursuant to any such direction or by reason of the failure of the Depositor
to give any such direction, and in the absence of such direction the
Trustee shall have no duty to sell any Bonds under this Section 3.07 except
to the extent otherwise required by Section 3.10 of this Indenture.
Section 3.08 Refunding Bonds: In the event that an offer
shall be made by an obligor of any of the Bonds in the Trust to issue new
obligations and/or other property in exchange and substitution for any
issue of Bonds pursuant to a plan for the refunding or refinancing of such
Bonds or the restructuring of the Bond issuer, the Depositor of the Trust
shall instruct the Trustee in writing to reject such offer and
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either to hold or sell such Bonds, except that if (1) the issuer is in
default with respect to such Bonds or (2) in the opinion of the Depositor,
given in writing to the Trustee, the issuer will probably default with
respect to such Bonds in the reasonably foreseeable future, the other
property so offered in exchange and substitution would not involve the
Trust in the conduct of a trade or business, the Depositor shall instruct
the Trustee in writing to accept or reject such offer or take any other
action with respect thereto as the Depositor may deem proper. Any cash so
received shall be credited to the Principal Account and distributed to
holders of Units on the record date next following or coinciding with the
date of receipt of such cash. Any obligation so received in exchange shall
be deposited hereunder and shall be subject to the terms and conditions of
this Indenture to the same extent as the Bonds originally deposited
hereunder.
Any property received in such exchange other than an obligation
shall be sold for cash by the Trust as soon as practicable and the proceeds
credited to the Principal Account and distributed to the holders of Units
on the record date next following or coinciding with the date of receipt of
such cash.
Within five days after such deposit, notice of such exchange
and deposit shall be given by the Trustee to each Unit Holder or
Certificateholder, as the case may be, including an identification of the
Bonds eliminated and the Bonds and/or other security substituted therefor.
Section 3.09 Bond Counsel: The Depositor may employ from time
to time as it may deem necessary or desirable a firm of attorneys for any
legal services that may be required in connection with the disposition of
Bonds pursuant to Section 3.07 or for any other reasons deemed advisable by
the Depositor or the Trustee, in their discretion. The fees and expenses
of such counsel may, at the discretion of the Depositor, be paid by the
Trustee from the Interest and Principal Accounts of the Trust as provided
for in Section 3.05(c) hereof.
Section 3.10 Notice and Sale by Trustee: If at any time the
principal of or interest on any of the Bonds in a Trust shall be in default
and not paid or provision for payment thereof shall not have been duly
made, the Trustee shall notify the Depositor thereof. If within thirty
days after such notification the Depositor has not given any instruction to
sell or to hold or has not taken any other action in connection with such
Bonds, the Trustee shall sell such Bonds forthwith,
<PAGE>
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and the Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of such sale.
Section 3.11 Trustee Not To Amortize: Nothing in this
Indenture, or otherwise, shall be construed to require the Trustee to make
any adjustments between the Interest and Principal Accounts of the Trust by
reason of any premium or discount in respect of any of the Bonds.
Section 3.12 Notice to Depositor: In the event that the
Trustee shall have been notified at any time of any action to be taken or
proposed to be taken by holders of the Securities in a Trust (including but
not limited to the making of any demand, direction, request, giving of any
notice, consent or waiver or the voting with respect to any amendment or
supplement to any indenture, resolution, agreement or other instrument
under or pursuant to which the Securities have been issued) the Trustee
shall promptly notify the Depositor and shall thereupon take such action or
refrain from taking any action (not inconsistent with its duties as
Trustee) as the Depositor shall in writing direct; provided, however, that
if the Depositor shall not within five business days of the giving of such
notice to the Depositor direct the Trustee to take or refrain from taking
any action, the Trustee shall take such action as it, in its sole
discretion, shall deem advisable. Neither the Depositor nor the Trustee
shall be liable to any person for any action or failure to take action with
respect to this Section 3.12.
Section 3.13 Sale of Deposited Units: In order to maintain
the sound investment character of the Trust, the Depositor of such Trust
may direct the Trustee to sell or redeem Deposited Units at such price (in
the case of a sale) and time and in such manner as shall be determined by
the Depositor, provided that the Depositor has determined that the price of
any such Deposited Units has declined to such an extent, or such other
market or credit factor exists, that in the opinion of the Depositor the
retention of such Deposited Units would be detrimental to the Trust and to
the interest of the Unit Holders.
Upon receipt of such direction from the Depositor, upon which
the Trustee shall rely, the Trustee shall proceed to sell or redeem the
specified Deposited Units in accordance with such direction. The Trustee
shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any sale or redemption made pursuant to any such
direction or by
<PAGE>
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reason of the failure of the Depositor to give any such direction, and in
the absence of such direction the Trustee shall have no duty to sell any
Deposited Units under this Section 3.13.
Section 3.14 Replacement Bond: In the event that the purchase
of any Contract Security is not consummated in accordance with the contract
for its purchase due to any occurrence, act or event beyond the control of
the Depositor and of the Trustee (such a Contract Security being herein
called a "Special Bond"), the Depositor may instruct the Trustee to
purchase a Replacement Bond or Bonds which have been selected by the
Depositor having a cost and an aggregate principal amount not in excess of
the cost and aggregate principal amount of the Special Bonds not so
delivered. To be eligible for inclusion in the Trust, the Replacement
Bonds which the Depositor selects must: (i) have a fixed maturity or
disposition date consistent with the term of the Trust; (ii) be purchased
at a price that results in a yield to maturity and in a current return, in
each case as of the execution and delivery of the applicable Reference
Trust Agreement, which is approximately equivalent to the yield to maturity
and current return of the Special Bonds which failed to be delivered and
for which the Replacement Bonds are substituted; (iii) be purchased within
twenty days after delivery of notice of the failed contract to the Trustee
or to the Depositor, whichever occurs first; and (iv) be consistent with
the objectives of the Trust.
Any Replacement Bonds received by the Trustee shall be
deposited hereunder and shall be subject to the terms and conditions of
this Indenture to the same extent as other Bonds deposited hereunder. No
such deposit of Replacement Bonds shall be made after the earlier of (i) 90
days after the date of execution and delivery of the applicable Reference
Trust Agreement or (ii) the first Distribution Date. On the settlement
date for each Replacement Bond, the Trustee shall deduct from the Interest
Account and distribute to the Depositor a sum sufficient to cover accrued
interest on such Replacement Bond for the period from the purchase date of
such Replacement Bond to the settlement date for such bonds, less an amount
equal to accrued interest, if any, which was charged to the Unit Holders
for the Special Bond that is being replaced.
Whenever a Replacement Bond is acquired by the Depositor
pursuant to the provisions of this Section 3.14, the Trustee shall, within
five days thereafter, mail to all Unit
<PAGE>
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Holders notices of such acquisition, including an identification of the
failed Special Bond and the Replacement Bond acquired. The purchase price
of a Replacement Bond shall be paid out of the principal attributable to
the failed Special Bond which it replaces. The Trustee shall not be liable
or responsible in any way for depreciation or loss incurred by reason of
any purchase made pursuant to any such instructions and in the absence of
such instructions the Trustee shall have no duty to purchase any
Replacement Bonds under this Indenture. The Depositor shall not be liable
for any failure to instruct the Trustee to purchase any Replacement Bond or
for errors of judgment in selecting any Replacement Bond.
ARTICLE IV
Evaluation of Securities; Evaluator
Section 4.01 Evaluation by Evaluator: The Evaluator shall
determine separately and promptly furnish to the Trustee and the Depositor
upon request the value of each issue of Securities in the Trust (treating
(a) separate maturities of Securities and (b) Deposited Units in separate
preceding series of Dean Witter Select Government Trust as separate issues)
as of the Evaluation Time on the bid side of the market on the days on
which the Trustee shall make the Trust Evaluation required by Section 5.01
and, in addition, (i) as of the Evaluation Time on the offering side of the
market each business day during the initial public offering period, (ii) if
and as long as requested by the Depositor on the offering side of the
market on each business day following such initial public offering period,
(iii) on the offering side of the market on the last business day of each
calendar week commencing with the week in which the Evaluator and the
Trustee have been informed by the Depositor that the initial public
offering of the Units for such Trust has been completed and (iv) on any
other day requested by the Depositor or the Trustee. In making the
evaluations the Evaluator may determine the value of each issue of the
Securities in the Trust by the following methods or any combination thereof
which it deems appropriate: (i) on the basis of current bid or offering
prices of such Securities as obtained from investment dealers or brokers
(including the Depositor) who customarily deal in securities comparable to
those held by the Trust (in the case of Deposited Units, such current bid
or offering prices may be based on prevailing daily evaluations of the
underlying obligations held in those preceding series of Dean Witter Select
Government Trust to which Deposited Units relate), or
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(ii) if bid or offering prices are not available for any of such
Securities, on the basis of bid or offering prices for comparable
Securities, or (iii) by appraisal. The Evaluator shall also make an
evaluation of the Securities deposited in the Trust as of the times said
Securities are deposited under this Indenture. Such evaluation shall be
made on the same basis as set forth above and shall be based upon offering
prices of said Securities. The Evaluator's determination of the offering
price of the Securities of the Trust on the date of deposit shall be
included in the Schedules attached to the Reference Trust Agreement.
Section 4.02 Tax Reports: For the purpose of aiding Unit
Holders to satisfy any reporting requirements of applicable Federal or
state tax law, the Evaluator shall make available to the Trustee and the
Trustee shall transmit to any Unit Holder upon request any determinations
made by the Evaluator pursuant to Section 4.01.
Section 4.03 Evaluator's Compensation: As compensation for
its services hereunder, the Evaluator, with respect to each series, shall
receive against a statement therefor submitted to the Trustee monthly on or
before each Record Date the amount as set forth in the Reference Trust
Agreement for each evaluation of the series, provided, however, that if at
any time the fee of the Trustee shall have been increased pursuant to
Section 6.04, the compensation of the Evaluator hereunder shall at the same
time be ratably increased.
Section 4.04 Liability of Evaluator: The Trustee, Depositor
and Unit Holders may rely on any evaluation furnished by the Evaluator and
shall have no responsibility for the accuracy thereof. The determinations
made by the Evaluator hereunder 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, Depositor or Unit Holders for errors in judgment;
provided, however, that this provision shall not protect the Evaluator
against any liability to which it would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and
duties hereunder.
Section 4.05 Successor Evaluator: (a) The Evaluator may
resign and be discharged hereunder, by executing an instrument in writing
resigning as Evaluator and filing the
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same with the Depositor and the Trustee, not less than 60 days before the
date specified in such instrument when, subject to Section 4.05(e), such
resignation is to take effect. Upon receiving such notice of resignation,
the Depositor and the Trustee shall use their best efforts to appoint a
successor evaluator having qualifications and at a rate of compensation
satisfactory to the Depositor and the Trustee. Such appointment shall be
made by written instrument executed by the Depositor and the Trustee, in
duplicate, one copy of which shall be delivered to the resigning Evaluator
and one copy to the successor evaluator. The Depositor may remove the
Evaluator at any time upon 30 days' written notice and appoint a successor
evaluator having qualifications reasonably satisfactory to the Trustee and
at a rate of compensation satisfactory to the Depositor. Such appointment
shall be made by written instrument executed by the Depositor, in
duplicate, one copy of which shall be delivered to the Evaluator so removed
and one copy to the successor evaluator. Notice of such resignation or
removal and appointment of a successor evaluator shall be mailed by the
Trustee to each Unit Holder.
(b) Any successor evaluator appointed hereunder shall execute,
acknowledge and deliver to the Depositor and the Trustee an instrument
accepting such appointment hereunder, and such successor evaluator without
any further act, deed or conveyance shall become vested with all the
rights, powers, duties and obligations of its predecessor hereunder with
like effect as if originally named Evaluator herein and shall be bound by
all the terms and conditions of this Agreement.
(c) In case at any time the Evaluator shall resign and no
successor evaluator shall have been appointed and have accepted appointment
within 30 days after notice of resignation has been received by the
Depositor and the Trustee, the Evaluator may forthwith apply to a court of
competent jurisdiction for the appointment of a successor evaluator. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor evaluator.
(d) Any corporation into which the Evaluator hereunder may be
merged or with which it may be consolidated, or any corporation resulting
from any merger or consolidation to which the Evaluator hereunder shall be
a party, shall be the successor evaluator under this Agreement without the
execution or filing of any paper, instrument or further act to be done on
the part of the parties hereto, anything herein, or in any agreement
relating to such merger or consolidation, by which
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the Evaluator may seek to retain certain powers, rights and privileges
theretofore obtaining for any period of time following such merger or
consolidation, to the contrary notwithstanding.
(e) Any resignation or removal of the Evaluator and
appointment of a successor evaluator pursuant to this Section shall become
effective upon acceptance of appointment by the successor evaluator as
provided in subsection (b) hereof.
ARTICLE V
Trust Evaluation; Redemption, Purchase, Transfer,
Interchange or Replacement of Certificates
Section 5.01 Trust Evaluation: The Trustee shall make an
evaluation of the Trust as of the close of trading on the New York Stock
Exchange, (i) on the last business day of each of the months of June and
December, (ii) on the day on which any Unit of the Trust is tendered for
redemption, and (iii) on any other day desired by the Trustee or requested
by the Depositor. Such evaluations shall take into account and itemize
separately (1) the cash on hand in the Principal and Interest Accounts of
the Trust or moneys in the process of being collected from matured interest
coupons or bonds matured or called for redemption prior to maturity, (2)
the value of each issue of the Securities in the Trust on the bid side of
the market as determined by the Evaluator pursuant to Section 4.01, and (3)
interest accrued thereon not subject to collection and distribution. For
each such evaluation there shall be deducted from the sum of the above (i)
amounts representing any applicable taxes or governmental charges payable
out of the Trust and for which no deductions shall have previously been
made for the purpose of addition to the Reserve Account, (ii) amounts
representing accrued expenses of the Trust and other amounts payable by the
Trust including but not limited to unpaid fees and expenses of the Trustee,
the Depositor, the Evaluator and bond counsel, in each case as reported by
the Trustee to the Evaluator on or prior to the date of evaluation, and
(iii) cash held for distribution to Unit Holders of record as of a date
prior to the evaluation then being made. The value of the pro rata share
of each Unit of the Trust determined on the basis of any such evaluation
shall be referred to herein as the "Unit Value." From time to time, the
Depositor may prescribe when appropriate, and the Trustee shall follow,
procedures relating to the estimation of the principal amount of Securities
and accrual of interest
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thereon during such periods when the principal amount of the Securities is
not publicly available. Such procedures, if prescribed, may be modified or
rescinded by the Depositor at any time.
Section 5.02 Redemptions by Trustee; Purchases by Depositor:
Any Unit tendered for redemption by a Unit Holder or his duly authorized
attorney to the Trustee at its unit investment trust office in the City of
New York, shall be redeemed by the Trustee on the seventh calendar day
following the day on which tender for redemption is made, provided that if
such day of redemption is not a business day, then such Unit shall be
redeemed on the first business day prior thereto (being herein called the
"Redemption Date"). Subject to payment by such Unit Holder of any tax or
other governmental charges which may be imposed thereon, redemption of such
Unit is to be made by payment on the Redemption Date of cash equivalent to
the Unit Value, determined by the Trustee as of the close of trading on the
New York Stock Exchange, on the date of tender plus a sum equivalent to the
amount of accrued interest which would have been payable with respect to
such Unit to, but not including, the fifth business day following the date
of tender (herein called the "Redemption Price"). If so directed by the
Depositor, Units may be redeemed by the distribution of Securities in-kind.
Units received for redemption by the Trustee on any day after the
Evaluation Time will be held by the Trustee until the next day on which the
New York Stock Exchange is open for trading and will be deemed to have been
tendered on such day for redemption at the Redemption Price computed on
that day.
The Trustee may in its discretion, and shall when so directed
by the Depositor, suspend the right of redemption for Units of the Trust or
postpone the date of payment of the Redemption Price therefor for more than
seven calendar days following the day on which tender for redemption is
made (1) for any period during which the New York Stock Exchange is closed
other than customary weekend and holiday closings or during which trading
on the New York Stock Exchange is restricted; (2) for any period during
which an emergency exists, as a result of which disposal by the Trust of
the Securities is not reasonably practicable or it is not reasonably
practicable to determine fairly in accordance herewith the value of the
Securities; or (3) for such other period as the Securities and Exchange
Commission may by order permit, and shall not be liable to any person or in
any way for
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any loss or damage which may result from any such suspension or
postponement.
Not later than the close of business on the day of tender of a
Unit for redemption by a Unit Holder other than the Depositor, the Trustee
shall notify the Depositor of such tender. Such Depositor shall have the
right to purchase such Unit by notifying the Trustee of its election to
make such purchase as soon as practicable thereafter but in no event
subsequent to the close of business on the next business day after the day
on which such Unit was tendered for redemption. Such purchase shall be
made by payment for such Unit by the Depositor to the Unit Holder not later
than the close of business on the Redemption Date of an amount not less
than the Redemption Price which would otherwise be payable by the Trustee
to such Unit Holder.
Any Unit so purchased by the Depositor may at the option of the
Depositor be tendered to the Trustee for redemption at the unit investment
trust office of the Trustee in the manner provided in the first paragraph
of this Section 5.02.
If the Depositor does not elect to purchase any Unit of the
Trust tendered to the Trustee for redemption, or if a Unit is being
tendered by the Depositor for redemption, that portion of the Redemption
Price which represents interest shall be withdrawn from the Interest
Account of the Trust to the extent available. No amount in the Principal
Account may be used for any redemption unless the Depositor directs
otherwise. Instead, Units shall be redeemed by the Trustee segregating on
the books of the Trust Securities selected from among those designated on
the current list maintained for such purpose by the Depositor as provided
below, for the account of the Unit Holder but only to the extent the value
thereof is equal to the Redemption Price (less any cash distributed from
the Interest Account or from the Principal Account as directed by the
Depositor). The Trustee shall sell the Securities any portion of which has
been segregated, or collect the redemption proceeds thereof, and distribute
such sale or redemption proceeds to the Unit Holder to the extent described
in the immediately preceding sentence, with any balance of the sale or
redemption proceeds deposited into the Principal Account. In the case of
any Trust for which the Prospectus provides that additional Securities may
be deposited for an indefinite period of time subsequent to the initial
Date of Deposit, the Securities to be segregated shall be selected by the
Depositor
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so as to maintain the proportionate relationships among the Securities
applicable to such subsequent deposits as described in the Prospectus. In
the event that funds are withdrawn from the Principal Account for payment
of accrued interest, the Principal Account shall be reimbursed for such
funds so withdrawn when sufficient funds are next available in the Interest
Account.
The Depositor shall maintain with the Trustee a current list of
Securities held in the Trust designated to be sold for the purpose of
redemption of Units of the Trust, and for payment of expenses hereunder,
provided that if the Depositor shall for any reason fail to maintain such a
list, the Trustee, in its sole discretion, may designate a current list of
Securities for such purposes. The net proceeds of any sales of Securities
from such list representing principal shall be credited to the Principal
Account of the Trust and the proceeds of such sales representing accrued
interest shall be credited to the Interest Account of the Trust.
Sales of Securities by the Trustee shall be made in such manner
as the Trustee shall determine will bring the best price obtainable for the
Trust; provided, however, that sales shall be made in such manner, as the
Trustee shall determine, as will provide the Trustee with funds in an
amount sufficient and at the time necessary in order for it to pay the
Redemption Price of Units tendered for redemption, regardless of whether or
not a better price could be obtained if the Securities were sold without
regard for the day on which the proceeds of such sale would be received.
The Trustee shall not be liable or responsible in any way for depreciation
or loss incurred by reason of any sale or redemptions of Securities made
pursuant to this Section 5.02.
Certificates evidencing Units redeemed pursuant to this
Section 5.02 shall be cancelled by the Trustee, and any Unit or Units
redeemed pursuant to this Section 5.02 shall be terminated by such
redemption.
Section 5.03 Transfer or Interchange of Certificates: A
Certificate (and the Units it represents) may be transferred by the
registered holder thereof by presentation and surrender of such Certificate
at the corporate trust office of the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Trustee and executed by the Unit Holder or his
authorized attorney, whereupon a new registered Certificate or
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Certificates for the same number of Units of the Trust executed by the
Trustee and the Depositor will be issued in exchange and substitution
therefor. Certificates issued pursuant to this Indenture are
interchangeable for one or more other Certificates in an equal aggregate
number of Units of the Trust and all Certificates issued shall be issued in
denominations of one Unit or any multiple thereof as may be requested by
the Unit Holder.
The Trustee may deem and treat the person in whose name any
Certificate shall be registered upon the books of the Trustee as the owner
of such Certificate for all purposes hereunder, and the Trustee shall not
be affected by any notice to the contrary, nor be liable to any person or
in any way for so deeming and treating the person in whose name any
Certificate shall be so registered.
A sum sufficient to pay any tax or other governmental charge
that may be imposed in connection with any such transfer or interchange
shall be paid by the Unit Holder to the Trustee. The Trustee may require a
Unit Holder to pay $2.00 for each new Certificate issued on any such
transfer or interchange.
All Certificates cancelled pursuant to this Indenture shall be
disposed of by the Trustee without liability on its part.
Section 5.04 Certificates Mutilated, Destroyed, Stolen or
Lost: In case any Certificate shall become mutilated or be destroyed,
stolen or lost, the Trustee shall execute and deliver a new Certificate in
exchange and substitution therefor upon the holder's furnishing the Trustee
with proper identification and indemnity satisfactory to the Trustee,
complying with such other reasonable regulations and conditions as the
Trustee may prescribe and paying such expenses as the Trustee may incur.
Any mutilated Certificate shall be duly surrendered and cancelled before
any new Certificate shall be issued in exchange and substitution therefor.
Upon the issuance of any new Certificate a sum sufficient to pay any tax or
other governmental charge will be imposed and payment of the fees and
expenses of the Trustee may be required. Any such new Certificate issued
pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
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In the event the Trust has terminated or is in the process of
termination, the Trustee may, instead of issuing a new Certificate in
exchange and substitution for any Certificate which shall have become
mutilated or shall have been destroyed, stolen or lost, make the
distributions in respect of such mutilated, destroyed, stolen or lost
Certificate (without surrender thereof except in the case of a mutilated
Certificate) as provided in Section 9.02 hereof if the Trustee is furnished
with such security or indemnity as it may require to save it harmless, and
in the case of destruction, loss or theft of a Certificate, evidence to the
satisfaction of the Trustee of the destruction, loss or theft of such
Certificate and of the ownership thereof.
ARTICLE VI
Trustee
Section 6.01 General Definition of Trustee's Liabilities,
Rights and Duties: In addition to and notwithstanding the other duties,
rights, privileges and liabilities of the Trustee as elsewhere set forth
herein, the liabilities of the Trustee are further defined as follows:
(a) all moneys deposited with or received by the
Trustee hereunder shall be held by it without interest in
trust as part of the Trust or the Reserve Account until
required to be disbursed in accordance with the provisions
of this Indenture and such moneys will be segregated by
separate recordation on the trust ledger of the Trustee so
long as such practice preserves a valid preference under
applicable law, or if such preference is not so preserved
the Trustee shall handle such moneys in such other manner as
shall constitute the segregation and holding thereof in
trust within the meaning of the Investment Company Act of
1940;
(b) the Trustee shall be under no liability for any
action taken in good faith on any appraisal, paper, order,
list, demand, request, consent, affidavit, notice, opinion,
direction, evaluation, endorsement, assignment, resolution,
draft or other document whether or not of the same kind
prima facie properly executed, or for the disposition of
moneys, Securities, Units or Certificates pursuant to this
Indenture, or in
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respect of any evaluation which it is required to make or is
required or permitted to have made by others under this
Indenture or otherwise, except by reason of its own willful
misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder; provided,
however, that the Trustee shall not in any event be liable
or responsible for any evaluation made by the Evaluator.
The parties hereto may construe any of the provisions of
this Indenture, insofar as the same may appear to be
ambiguous or inconsistent with any other provisions hereof.
The Trustee shall be under no liability for any construction
of any such provisions hereof, which construction shall be
binding upon the parties hereto;
(c) the Trustee shall not be responsible for or in
respect of the recitals herein, the validity or sufficiency
of this Indenture or for the due execution hereof by the
Depositor or the Evaluator, or for the form, character,
genuineness, sufficiency, value or validity of any
Securities or for or in respect of the validity or
sufficiency of the Certificates or of the due execution
thereof by the Depositor and the Trustee shall in no event
assume or incur any liability, duty or obligation to any
Unit Holder or the Depositor other than as expressly
provided for herein. The Trustee shall not be responsible
for or in respect of the validity of any signatures by or on
behalf of the Depositor or the Evaluator;
(d) the Trustee shall not be under any obligation to
appear in, prosecute or defend any action, which in its
opinion may involve it in expense or liability, unless as
often as required by the Trustee, it shall be furnished with
reasonable security and indemnity against such expense or
liability, and any pecuniary cost of the Trustee from such
actions shall be deductible from and a charge against the
Interest and Principal Accounts of the Trust. The Trustee
shall in its discretion undertake such action as it may deem
necessary at any and all times to protect the Trust and the
rights and interests of
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the Unit Holders pursuant to the terms of this Indenture;
provided, however, that the expenses and costs of such
actions, undertakings or proceedings shall be reimbursable
to the Trustee from the Interest and Principal Accounts, and
the payment of such costs and expenses shall be secured by a
lien on the Trust prior to the interests of the Unit
Holders;
(e) the Trustee may employ agents, attorneys,
accountants and auditors and shall not be answerable for the
default or misconduct of any such agents, attorneys,
accountants or auditors if such agents, attorneys,
accountants or auditors shall have been selected with
reasonable care; provided, however, that if the Trustee
chooses to employ the Depository Trust Company in connection
with the storage and handling of, and the furnishing of
administrative services in connection with the Securities,
the Trustee will be answerable for any default or misconduct
of the Depository Trust Company and its employees and agents
as fully and to the same extent as if such default or
misconduct had been committed or occasioned by the Trustee.
The Trustee shall be fully protected in respect of any
action under this Agreement taken, or suffered, in good
faith by the Trustee, in accordance with the opinion of its
counsel. The accounts of the Trusts shall be audited not
less frequently than annually by independent certified
public accountants designated from time to time by the
Depositor, and the reports of such accountants shall be
furnished by the Trustee to Unit Holders upon request. The
fees and expenses charged by such agents, attorneys,
accountants or auditors shall constitute an expense of the
Trustee reimbursable from the Interest and Principal
Accounts of the Trust as set forth in Section 6.04 hereof;
(f) if the Depositor should fail to undertake or
perform any of the duties which by the terms of this
Indenture are required by it to be undertaken or performed
or should the Depositor resign as Depositor or the Depositor
should become incapable of acting or should an order of
relief have been entered with respect to the Depositor,
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or a receiver of the Depositor or of its property should be
appointed, or any public officer shall take charge or
control of the Depositor or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation,
then in any such case, the Trustee may: (1) appoint a
successor depositor (which may be the Trustee) who shall act
hereunder in all respects in place of the Depositor which
successor shall be satisfactory to the Trustee, and which
may be compensated at the times specified in Section 3.05,
at rates deemed by the Trustee to be reasonable under the
circumstances, by deduction from the Interest Account of the
Trust or, to the extent funds are not available in such
Account, from the Principal Account of the Trust but no such
deduction shall be made exceeding such reasonable amount as
the Securities and Exchange Commission may prescribe in
accordance with Section 26(a)(2)(C) of the Investment
Company Act of 1940, or (2) terminate this Agreement and the
trust created hereby and liquidate the Trust in the manner
provided in Section 9.02;
(g) if at any time the value of Securities held in
the Trust including supplemental deposits, if any, of
Securities theretofore in the Trust as shown by any
evaluation by the Trustee pursuant to Section 5.01 hereof
shall be less than 40% of the value of Securities
theretofore deposited in the Trust, the Trustee shall, when
so directed by the Depositor, terminate this Indenture and
the trust created hereby and liquidate the Trust, all in the
manner provided in Section 9.02;
(h) the Trustee is authorized and empowered at the
request and direction of the Depositor to execute and file
on behalf of the Trust any and all documents, in connection
with consents to service of process, required to be filed
under the securities laws of the various States in order to
permit the sale of Units of the Trust in such States by the
Depositor;
(i) in no event shall the Trustee be liable for any
taxes or other governmental charges imposed upon or in
respect of the Securities or
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upon the interest thereon or upon it as Trustee hereunder or
upon or in respect of the Trust which it may be required to
pay under any present or future law of the United States of
America or of any other taxing authority having jurisdiction
in the premises. For all such taxes and charges and for any
expenses, including counsel fees, which the Trustee may
sustain or incur with respect to such taxes or charges, the
Trustee shall be reimbursed and indemnified out of the
Reserve Account and/or the Interest and Principal Accounts
of the Trust, and the payment of such amounts so paid by the
Trustee shall be secured by a lien on the Trust prior to the
interests of the Unit Holders; and
(j) the Trustee except by reason of its own gross
negligence, bad faith or willful misconduct shall not be
liable for any action taken, omitted or suffered to be taken
by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it
by this Indenture.
Section 6.02 Books, Records and Reports: The Trustee shall
keep proper books of record and account of all the transactions under this
Indenture at its unit investment trust office including a record of the
name and address of, the Units held by, and the Certificates issued by the
Trust and held by, every Unit Holder, and the books and records shall be
open to inspection by any Unit Holder of the Trust at all reasonable times
during the usual business hours of the Trustee.
The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute or
rule or regulation thereunder.
Section 6.03 Indenture and List of Securities on File: The
Trustee shall keep a certified copy in duplicate original of this Indenture
(including the Reference Trust Agreement) on file at its unit investment
trust office available for inspection at all reasonable times during the
usual business hours by any Unit Holder, together with a current list of
the Securities in the Trust.
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Section 6.04 Compensation: For services performed under this
Indenture the Trustee shall be paid an amount set forth in Part II of the
Reference Trust Agreement per $1,000 principal amount of Securities in the
Trust. Such compensation shall be computed on the basis of the greatest
amount of such principal amount of Bonds in the Trust at any time during
the period with respect to which such compensation is made. The Trustee
may from time to time adjust its computation set forth above; provided,
however, that the total adjustment upward does not, at the effective time
of such adjustment, exceed the percentage of the total increase, after the
date hereof, in consumer prices for services as measured by the United
States Department of Labor Consumer Price Index entitled "All Services Less
Rent" or, if such Index is no longer published, in a similar index to be
determined by the Trustee and the Depositor. Further provided, however,
that the right of the Trustee to increase its fees shall not be cumulative
and, if not exercised by the Trustee for any calendar year, shall be deemed
waived for such calendar year. No exercise of its right to such increase
shall be effective unless made by the Trustee by means of notification to
the Depositor within 60 days following the publication of the annual
consumer price information referred to above. After the effective time of
any such adjustment or increase, the Trustee shall also be entitled to
charge an additional reasonable fee at a rate or amount to be determined by
the Trustee and the Depositor based upon the face amount of Deposited Units
in the Trust for the Trustee's services in such Deposited Units. The
consent or concurrence of any Unit Holder hereunder shall not be required
for any such adjustment or increase. Such compensation shall be deemed to
provide only for the usual normal and proper functions undertaken as
Trustee pursuant to this Indenture. The Trustee may charge the Interest
and Principal Accounts of the Trust the fees of counsel which may be
retained by the Trustee in connection with its activities hereunder, and
disbursements incurred hereunder and additional compensation for any
extraordinary services performed by the Trustee hereunder. In addition,
the Trustee may charge the Interest and Principal Accounts of the Trust for
any and all expenses (including, but not limited to, legal, auditing and
printing expenses) of maintaining registration or qualification of the
Units and/or the Trust under Federal or state securities laws subsequent to
initial registration so long as the Depositor is maintaining a market for
the Units, provided, however, that no portion of such amount shall be
deducted or paid unless payment thereof from the Trust is at that time
lawful. The Trustee shall be indemnified by the Trust and held harmless
against any loss or
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liability accruing to it without gross negligence, bad faith or willful
misconduct on its part, arising out of or in connection with the acceptance
or administration of the Trust, including the costs and expenses (including
counsel fees) of defending itself against any claim of liability in the
premises. If the cash balances in the Interest and Principal Accounts of
the Trust shall be insufficient to provide for amounts payable pursuant to
this Section 6.04, the Trustee shall have the power to sell (i) Securities
of the Trust from the current list of Securities designated to be sold
pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so
designated such Securities of the Trust as the Trustee may see fit to sell
in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 6.04. The Trustee
shall not be liable or responsible in any way for depreciation or loss
incurred by reason of any sale of Securities made pursuant to this Section
6.04. Any moneys payable to the Trustee pursuant to this Section shall be
secured by a lien on the Trust prior to the interests of the Unit Holders.
In the event that settlement or delivery of Contract Securities
does not occur prior to the First Settlement Date, the Trustee shall reduce
the level of its compensation specified in Section 6.04(a) by an amount
equal to the amount of interest which would have accrued on such Securities
from the First Settlement Date of the Units to the respective delivery
dates of such Securities.
In the event that Securities (1) are issued later than their
expected date(s) of issue (but no more than two months after such expected
date in the case of Securities originally designated for deposit in the
Trust) and (2) are deemed not to be failed Contract Securities, the Trustee
shall also reduce its fee by an amount equal to the amount of interest
which would have accrued on such Securities from the expected date of issue
to the actual date of issue. If the Trustee's fee is inadequate to cover
this additional amount of accrued interest, the Securities shall be deemed
and treated as failed Contract Bonds. The Depositor shall reimburse the
Trustee for any reduction in its fee at the times such fee would be payable
pursuant to Section 3.05.
Section 6.05 Removal and Resignation of Trustee; Successor:
The following provisions shall govern the removal and resignation of the
Trustee and the appointment of any successor trustee:
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(a) the Trustee or any trustee or trustees hereafter
appointed may resign and be discharged of the trusts created
by this Indenture, by executing an instrument in writing
resigning as Trustee of the Trust and filing the same with
the Depositor and mailing a copy of a notice of resignation
to all Unit Holders then of record, not less than sixty days
before the date specified in such instrument when, subject
to Section 6.05(e), such resignation is to take effect.
Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee as hereinafter
provided, by written instrument, in duplicate, one copy of
which shall be delivered to the resigning Trustee and one
copy to the successor trustee. If at any time the Trustee
shall become incapable of acting, or shall have an order of
relief entered with respect to it, or a receiver of the
Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of
its property or affairs for the purposes of rehabilitation,
conservation or liquidation, or upon the determination of
the Depositor to remove the Trustee for any reason, either
with or without cause, including but not limited to a
determination by the Depositor that the Trustee has
materially failed to perform its duties under this 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 Depositor, then in any
such case the Depositor may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, one
copy of which shall be delivered to the Trustee so removed
and one copy to the successor trustee; provided that a
notice of such removal and appointment of a successor
trustee shall be mailed by the Depositor to each Unit Holder
then of record;
(b) any successor trustee appointed hereunder shall
execute, acknowledge and deliver to the Depositor and to the
retiring Trustee an instrument accepting such appointment
hereunder, and such successor trustee without any further
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act, deed or conveyance shall become vested with all the
rights, powers, duties and obligations of its predecessor
hereunder with like effect as if originally named Trustee
herein and shall be bound by all the terms and conditions of
this Indenture. Upon the request of such successor trustee,
the Depositor and the retiring Trustee shall, upon payment
of any amounts due the retiring Trustee, or provision
therefor to the satisfaction of such retiring Trustee,
execute and deliver an instrument acknowledged by them
transferring to such successor trustee all the rights and
powers of the retiring Trustee; and the retiring Trustee
shall transfer, deliver and pay over to the successor
trustee all Securities and moneys at the time held by it
hereunder, together with all necessary instruments of
transfer and assignment or other documents properly executed
necessary to effect such transfer and such of the records or
copies thereof maintained by the retiring Trustee in the
administration hereof as may be requested by the successor
trustee, and shall thereupon be discharged from all duties
and responsibilities under this Indenture. The retiring
Trustee shall, nevertheless, retain a lien upon all
Securities and moneys at the time held by it hereunder to
secure any amounts then due the retiring Trustee;
(c) in case at any time the Trustee shall resign and
no successor trustee shall have been appointed and have
accepted appointment within thirty days after notice of
resignation has been received by the Depositors, the
retiring Trustee may forthwith apply to a court of competent
jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee;
(d) any corporation into which any trustee hereunder
may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to
which any trustee hereunder shall be a party, or any
corporation succeeding to all or substantially all of the
business of the Trustee shall be the successor trustee under
this Indenture without the execution
<PAGE>
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or filing of any paper, instrument or further act to be done
on the part of the parties hereto, anything herein, or in
any agreement relating to such merger or consolidation, by
which any such trustee may seek to retain certain powers,
rights and privileges theretofore obtaining for any period
of time following such merger or consolidation, to the
contrary notwithstanding; and
(e) any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to this Section
shall become effective upon acceptance of appointment by the
successor trustee as provided in subsection (b) hereof.
Section 6.06 Qualifications of Trustee: The Trustee shall be
a corporation organized and doing business under the laws of the United
States or any state thereof, which is authorized under such laws to
exercise corporate trust powers and having at all times an aggregate
capital, surplus, and undivided profits of not less than $5,000,000.
ARTICLE VII
Rights of Unit Holders
Section 7.01 Beneficiaries of Trust: By the purchase and
acceptance or other lawful delivery and acceptance of a Unit of the Trust
the Unit Holder shall be deemed to be a beneficiary of such Trust and
vested with all right, title and interest in the Trust attributable to such
Unit, subject to the terms and conditions of this Indenture and of the
Certificate evidencing such Unit.
Section 7.02 Rights, Terms and Conditions: In addition to the
other rights and powers set forth in the other provisions and conditions of
this Indenture, the Unit Holders shall have the following rights and powers
and shall be subject to the following terms and conditions:
(a) a Unit Holder may at any time prior to the
Trustee's close of business as of the date on which the
Trust is terminated tender his Units to the Trustee for
redemption in accordance with Section 5.02;
<PAGE>
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(b) the death or incapacity of any Unit Holder shall
not operate to terminate this Indenture or the Trust, nor
entitle his legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court
of competent jurisdiction for a partition or winding up of
the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. Each Unit
Holder expressly waives any right he may have under any rule
of law, or the provisions of any statute, or otherwise, to
require the Trustee at any time to account, in any manner
other than as expressly provided in this Indenture, in
respect of the Securities or moneys from time to time
received, held and applied by the Trustee hereunder; and
(c) no Unit Holder shall have any right to vote or in
any manner otherwise control the operation and management of
the Trust or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms
of the Certificates, be construed so as to constitute the
Unit Holders from time to time as partners or members of any
association; nor shall any Unit Holder ever be under any
liability to any third persons by reason of any action taken
by the parties to this Indenture, or any other cause
whatsoever.
ARTICLE VIII
Depositor
Section 8.01 Liabilities; Power of Attorney: The Depositor,
or the Depositors if there be more than one, shall be severally liable in
accordance herewith for the obligations imposed upon and undertaken by the
Depositor hereunder, provided, however, that, without in any way affecting
or diminishing such several liability, each Depositor of the Trust shall
indemnify the other Depositors thereof and hold such other Depositors
harmless from and against any and all costs, expenses and liabilities
(including attorneys' fees) which such other Depositors may suffer or incur
as a result of or by reason of any act or failure to act hereunder on the
part of the indemnifying Depositor. At all times prior to the termination
of the Trust and while the Depositors thereof shall
<PAGE>
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continue to act jointly hereunder, there shall be maintained on file with
the Trustee a power of attorney executed in favor of one Depositor by the
other Depositors constituting and appointing the nonexecuting Depositor the
true and lawful agent and attorney-in-fact of the executing Depositors to
execute and deliver for and on behalf of the executing Depositors any and
all notices, opinions, certificates, lists, demands, directions,
instruments, or other documents provided or permitted to be executed or
delivered by the Depositors hereunder in connection with the Trust or to
take any other action in respect hereof. Such power of attorney shall
continue in effect as to the executing Depositors until written notice of
revocation thereof has been given by such executing Depositors to the
Trustee. Prior to receipt of such notice of revocation the Trustee shall
be entitled to rely conclusively upon such power of attorney as authorizing
the non-executing Depositor to give any notice, opinion, certificate, list,
demand, direction, instrument or other document provided for or permitted
hereunder or to take any other action in respect hereof on behalf of the
executing Depositors as to which such power of attorney is in effect.
Section 8.02 Discharge: (i) If there be more than one
Depositor, the following provisions shall provide for the discharge of a
Depositor and the liability of the Depositors in the event of the discharge
of a Depositor:
(a) in the event that any Depositor shall fail to
undertake or perform any of the duties which by the terms of
this Agreement are required by it to be undertaken or
performed and such failure shall continue for 30 days after
notice to the Depositors from the Trustee or if any
Depositor shall become incapable of acting or shall have an
order of relief entered with respect to it, or a receiver of
the property of any Depositor shall be appointed or any
public officer shall take charge or control of any Depositor
or its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then such
Depositor shall forthwith be and shall be deemed to be
discharged forever as a Depositor hereunder and thereupon
the remaining Depositors shall act hereunder without the
necessity of any other or further action on its part or on
the part of the Trustee;
<PAGE>
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(b) in the event that the power of attorney referred
to in Section 8.01 shall be revoked by written notice given
by an executing Depositor and it shall not be replaced
within one business day by another power of attorney
conforming with the requirements of said Section 8.01, the
Depositors of the Trust shall be deemed to have been unable
to reach agreement with respect to action to be taken
jointly by them hereunder in connection with the Trust and
thereupon the Depositor which has revoked the power of
attorney executed by it shall be discharged hereunder upon
the expiration of such one-day period and thereupon the
other Depositors shall act hereunder without the necessity
of any other or further action on their part or on the part
of the Trustee;
(c) notwithstanding the discharge of a Depositor of
the Trust in accordance with this Section 8.02, such
Depositor shall continue to be fully liable in accordance
with the provisions hereof in respect of action taken or
refrained from under this Agreement by the Depositors before
the date of such discharge or by the undischarged Depositors
before or after the date of such discharge, as fully and to
the same extent as if no discharge has occurred.
(ii) If there is only one Depositor the following provisions
shall provide for the discharge of the Depositor and the liability of the
Depositor in the event of the discharge of the Depositor:
(a) in the event that the Depositor shall fail to
undertake or perform any of the duties which by the terms of
this Agreement are required by it to be undertaken or
performed and such failure shall continue for thirty days
after notice to the Depositor from the Trustee or if the
Depositor shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the
property of the Depositor shall be appointed or any public
officer shall take charge or control of the Depositor or its
property or affairs for the purpose of rehabilitation,
conservation or liquidation, then such Depositor
<PAGE>
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shall forthwith be and shall be deemed to be
discharged forever as a Depositor hereunder;
(b) notwithstanding the discharge of a
Depositor in accordance with this Sec-
tion 8.02(ii), such Depositor shall continue to be
fully liable in accordance with the provisions
hereof in respect of action taken or refrained
from under this Agreement by the Depositor before
the date of such discharge as fully and to the
same extent as if no discharge had occurred.
Section 8.03 Successors: The covenants, provisions
and agreements herein contained shall in every case be binding
upon any successor or successors to any Depositor and shall be
binding upon the General Partners of any Depositor which may be
a partnership and upon the capital interest of the limited
partners of any Depositor which may be a partnership. In the
event of the death, resignation or withdrawal of any partner of
any Depositor which may be a partnership, the partner so dying,
resigning or withdrawing shall be relieved of all further
liability hereunder if at the time of such death, resignation
or withdrawal such Depositor maintains a net worth (determined
in accordance with generally accepted accounting principles) of
at least $1,000,000. In the event of an assignment by any
Depositor to a successor corporation or partnership as
permitted by the next following sentence, such Depositor and,
if such Depositor is a partnership, its partners shall be
relieved of all further liability under this Agreement. Any
Depositor may transfer all or substantially all of its assets
to a corporation or partnership which carries on the business
of such Depositor, if at the time of such transfer such
successor duly assumes all the obligations of such Depositor
under this Agreement.
Section 8.04 Resignation: If at any time the
Depositor of the Trust shall desire to resign its position as
such a Depositor hereunder, the Depositor desiring to resign
may resign by delivering to the Trustee an instrument executed
by such resigning Depositor and, upon such delivery, the
resigning Depositor shall be discharged and shall no longer be
liable in any manner hereunder except as to acts or omissions
occurring prior to such delivery; provided, however, that if
upon such resignation there would be no Depositor then acting,
concurrently with or subsequent to such resignation the Trustee
shall proceed as provided in Section 6.01(f). Such new
Depositor shall not be under any liability hereunder for
<PAGE>
-51-
occurrences or omissions prior to the effective time of
execution of such instrument.
Section 8.05 Additional Depositors: The Depositor
of the Trust and the Trustee may at any time appoint one or
more corporations or partnerships to act as new Depositor of
such Trust, in addition to those currently serving, by an
instrument executed by such Depositor, the Trustee, and such
corporations or partnerships; provided, however, that at the
time of such execution each new Depositor maintains a net worth
(determined in accordance with generally accepted accounting
principles) of at least $1,000,000. Upon such execution, a new
Depositor shall be deemed to be a depositor for all purposes
under this Indenture, and the covenants, provisions and
agreements herein contained shall in every case be binding upon
such new Depositor and shall be binding upon the General
Partner of any such new Depositor which may be a partnership
and upon the capital interest of the limited partners of any
such new Depositor which may be a partnership, but such new
Depositor shall not be liable hereunder for occurrences or
omissions prior to the effective time of execution of such
instrument.
Section 8.06 Exclusions from Liability: The
following provisions shall provide for certain exclusions from
the liability of the Depositor:
(a) no Depositor of the Trust shall be under
any liability to any other Depositor of the Trust,
such Trust or the Unit Holders thereof, for any
action taken or for refraining from the taking of
any action in good faith pursuant to this
Agreement, or for errors in judgment or liable or
responsible in any way for depreciation or loss
incurred by reason of the acquisition or sale of
any Securities; provided, however, that this
provision shall not protect the Depositor against
any liability to which it would otherwise be
subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of
its duties or by reason of its reckless disregard
of its obligations and duties hereunder. The
Depositor of the Trust may rely in good faith on
any paper, order, notice, list, affidavit,
receipt, evaluation, opinion, endorsement,
assignment, draft or any other document of any
kind prima facie properly executed and submitted
<PAGE>
-52-
to them, or any of them, by any other Depositor of
the Trust, the Trustee, bond counsel, the
Evaluator or any other person. The Depositor
shall in no event be deemed to have assumed or
incurred any liability, duty, or obligation to any
Unit Holder, the Evaluator or the Trustee other
than as expressly provided for herein;
(b) the Depositor shall not be under any
obligation to appear in, prosecute or defend any
legal action which in its opinion may involve it
in any expense or liability; provided, however,
that the Depositor may in its discretion undertake
any such action which it may deem necessary or
desirable in respect of this Agreement and the
rights and duties of the parties hereto and the
interests of the Unit Holders hereunder;
(c) none of the provisions of this Agreement
shall be deemed to protect or purport to protect
the Depositor of the Trust against any liability
to the Trust or to the Unit Holders thereof or to
each other (if there is more than one Depositor)
to which the Depositor would otherwise be subject
by reason of willful misfeasance, bad faith or
gross negligence in the performance of the duties
of the Depositor, or by reason of the Depositor's
reckless disregard of the obligations and duties
of the Depositor under this Agreement.
Section 8.07 Compensation: The Depositor shall
receive at the times set forth in Section 3.05 as compensation
for performing portfolio supervisory services, such amount and
for such periods as are specified in the Reference Trust
Agreement. The computation of such compensation shall be made
on the basis of the aggregate face amount of Bonds in the Trust
at any time during the period for which such compensation is
being computed. At no time, however, will the total amount
received by the Depositor for services rendered to all series
of the Dean Witter Select Government Trust in any calendar year
exceed the aggregate cost to it of supplying such services in
such calendar year except to the extent permitted by law. Such
rate may be increased from time to time, without the consent or
approval of any Certificateholder or the Trustee, by amounts
not exceeding the percentage of the total increase during the
period from the date of such Reference Trust Agreement to the
date of such increase, in consumer prices for services as
<PAGE>
-53-
measured by the United States Department of Labor Consumer
Price Index "All Services Less Rent" or, if such Index is no
longer published, a similar index.
The Depositor shall receive, as reimbursement for any
bookkeeping and related administrative services performed by
the Depositor on behalf of the Trust of a character normally
performed by the Trustee, such amounts as the Depositor, in
writing, shall direct the Trustee to pay, provided that the
total amount paid to the Depositor for such services in any
calendar year shall not exceed the aggregate cost to the
Depositor of supplying such services in such calendar year,
except to the extent permitted by law and provided further that
the Trustee shall not reimburse the Depositor for services
currently performed for the Trust by the Trustee.
ARTICLE IX
Additional Covenants; Miscellaneous Provisions
Section 9.01 Amendments: This Indenture may be
amended from time to time by the parties hereto or their
respective successors, without the consent of any of the Unit
Holders, (a) to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or
inconsistent with any other provision contained herein; or
(b) to make such other provision in regard to matters or
questions arising hereunder as shall not adversely affect the
interests of the Unit Holders; provided, that the Indenture may
also be amended by the Depositor and the Trustee (or the
performance of any of the provisions of the Indenture may be
waived) with the consent of Unit Holders evidencing 51% of the
Units 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; provided, further, that this
Indenture (including any Reference Trust Agreement) may not be
amended (nor may any provision thereof be waived) so as to
(1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part II of the
Reference Trust Agreement or such lesser amount as may be
outstanding at any time during the term of this Indenture
except as the result of the deposit of Additional Securities,
as herein provided, or reduce the relative interest in the
Trust of any Unit Holder without his consent, (2) permit the
deposit or acquisition hereunder of interest-bearing
obligations or other securities or other property either in
<PAGE>
-54-
addition to or in substitution for any of the Bonds except in
the manner permitted by the Trust Indenture as in effect on the
date of the first deposit of Securities under a particular
Indenture or permit the Trustee to engage in business or
investment activities not specifically authorized in this
Indenture as originally adopted or (3) adversely affect the
characterization of the Trust as a grantor trust for federal
income tax purposes.
Promptly after the execution of any such amendment
the Trustee shall furnish written notification to all holders
of then outstanding Units of the substance of such amendment.
Section 9.02 Termination: The Trust shall terminate
upon the maturity, redemption, sale or other disposition as the
case may be of the last Security held in the Trust unless
sooner terminated as hereinbefore specified and may be
terminated at any time by the written consent of the Holders of
Fifty One per cent of the Units of the Trust; provided, that in
no event shall the Trust continue beyond the Termination Date.
Written notice of any termination, specifying the time or times
at which the Unit Holders of such Trust may surrender any
Certificates they hold for cancellation shall be given by the
Trustee to each Unit Holder at his address appearing on the
registration books of the Trustee. Within a reasonable period
of time after termination of the Trust the Trustee shall fully
liquidate the Securities of the Trust then held, if any, and
shall:
(a) deduct from the Interest Account of the
Trust or, to the extent that funds are not
available in such Account, from the Principal
Account of the Trust and pay to itself
individually an amount equal to the sum of (1) its
accrued compensation for its ordinary recurring
services in connection with the Trust, (2) any
compensation due it for its extraordinary services
and (3) any costs, expenses or indemnities in
connection with the Trust as provided herein;
(b) deduct from the Interest Account of the
Trust or, to the extent that funds are not
available in such Account, from the Principal
Account of the Trust and pay any unpaid fees and
expenses of bond counsel in connection with the
Trust, of the Depositor and of the Evaluator, if
<PAGE>
-55-
any, as directed and certified to by the
Depositor;
(c) deduct from the Interest Account of the
Trust or the Principal Account of the Trust any
amounts which may be required to be deposited in
the Reserve Account of the Trust to provide for
payment of any applicable taxes or other
governmental charges and any other amounts which
may be required to meet expenses incurred under
this Indenture in connection with the Trust;
(d) distribute to each Unit Holder of the
Trust, upon surrender for cancellation of his
Certificate or Certificates, such Holder's pro
rata share of the balance of the Interest Account
of the Trust;
(e) together with such distribution to each
Unit Holder as provided for in (d) and (e),
furnish to each such Unit Holder a final
distribution statement as of the date of the
computation of the amount distributable to Unit
Holders, setting forth the data and information in
substantially the form and manner provided for in
Section 3.06 hereof.
The amounts to be so distributed to each Unit Holder
shall be that pro rata share of the balance of the total
Interest and Principal Accounts of the Trust as shall be
represented by the Units therein held of record by such Unit
Holder.
The Trustee shall be under no liability with respect
to moneys held by it in the Interest and Principal Accounts of
the Trust or the Reserve Account with respect to the Trust upon
termination except to hold the same in trust without interest
until disposed of in accordance with the terms of this
Indenture.
In the event that all of the Unit Holders who hold
Certificates of the Trust shall not surrender their
Certificates for cancellation within six months after the time
specified in the above-mentioned written notice, the Trustee
shall give a second written notice to the remaining holders of
Certificates to surrender their Certificates for cancellation
and receive the liquidation distribution with respect thereto.
<PAGE>
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If within one year after the second notice all the Certificates
shall not have been surrendered for cancellation, the Trustee
may take steps, or may appoint an agent to take appropriate
steps, to contact the remaining holders of Certificates
concerning surrender of their Certificates and the cost thereof
shall be paid out of the moneys and other assets which remain
in trust hereunder.
Section 9.03 Construction: This Indenture is
delivered in the State of New York, and all laws or rules of
construction of such State shall govern the rights of the
parties hereto and the Unit Holders and the interpretation of
the provisions hereof.
Section 9.04 Written Notice: Any notice, demand,
direction or instruction to be given to the Depositor hereunder
shall be in writing and shall be duly given if mailed or
delivered to the Depositor, c/o Dean Witter Reynolds Inc., Two
World Trade Center, New York, New York 10048, Attention: Unit
Investment Trust Division, or at such other address as shall be
specified by the Depositor to the other parties hereto in
writing. Any notice, demand, direction or instruction to be
given to the Trustee shall be in writing and shall be duly
given if mailed or delivered to the unit investment trust
office of the Trustee, 101 Barclay Street, New York, New York
10286, or such other address as shall be specified to the other
parties by the Trustee in writing. Any notice, demand,
direction or instruction to be given to the Evaluator shall be
in writing and shall be duly given if mailed or delivered to
the Evaluator, Attention: F.A. Shinal, Senior Vice President,
65 Broadway, New York, New York 10006, or such other address as
shall be specified to the other parties hereto by the Evaluator
in writing. Any notice to be given to the Unit Holders shall
be duly given if mailed or delivered to each Unit Holder at the
address of such holder appearing on the registration books of
the Trustee.
Section 9.05 Severability: If any one or more of
the covenants, agreements, provisions or terms of this
Indenture shall be held contrary to any express provision of
law or contrary to policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this
Indenture and shall in no way affect the validity or
<PAGE>
-57-
enforceability of the other provisions of this Indenture or of
the Certificates, or the rights of the Unit Holders.
Section 9.06 Dissolution of Depositors Not To
Terminate: The dissolution of one or all of the Depositors (if
more than one) from or for any cause whatsoever shall not
operate to terminate this Indenture insofar as the duties and
obligations of the Trustee and Evaluator are concerned.
<PAGE>
-58-
IN WITNESS WHEREOF, Dean Witter Reynolds Inc. has
caused this Trust Indenture and Agreement to be executed by one
of its authorized officers and its corporate seal to be hereto
affixed and attested by its Secretary or Assistant Secretary;
The Bank of New York has caused this Trust Indenture and
Agreement to be executed by one of its authorized officers and
its corporate seal to be hereto affixed and attested by one of
its Assistant Secretaries and Kenny S & P Evaluation Services,
a division of Kenny Information Systems, Inc., has caused this
Trust Indenture and Agreement to be executed by facsimile
signature of one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be hereto affixed and
attested by facsimile signature by one of its Vice Presidents
or Secretaries; all as of the day, month and year first above
written.
<PAGE>
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DEAN WITTER REYNOLDS INC.,
Depositor
By: John T. Pavick
John T. Pavick
Title: Vice President
(SEAL)
ATTEST:
BY: Michael D. Browne
Michael D. Browne
Assistant Secretary
<PAGE>
-60-
THE BANK OF NEW YORK,
Trustee
By: Nina Bruno
Nina Bruno
Title: Assistant Vice President
(SEAL)
ATTEST:
By: Paul Kelleher
Paul Kelleher
Title: Assistant Treasurer
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
I, Ludim Sanabria , a Notary Public in and for the said
County in the state aforesaid, do hereby certify that
Nina Bruno and Paul Kelleher personally known to me to be the
same persons whose names are subscribed to the foregoing
instrument and personally known to me to be an Assistant Vice
President and Assistant Treasurer respectively of The Bank of New
York, a corporation, appeared before me this day in person, and
acknowledged that they signed, sealed with a corporate seal of
The Bank of New York, and delivered the said instrument as their
free and voluntary act as such Assistant Vice President
and Assistant Treasurer, respectively, and as the free and
voluntary act of said The Bank of New York, for the uses and
purposes therein set forth.
GIVEN, under my hand and notarial seal this 16th day of
March, 1994.
Ludim Sanabria
Notary Public
(SEAL)
<PAGE>
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KENNY INFORMATION SYSTEMS, INC.
Evaluator
By: James R. Quandt
James R. Quandt
President
(SEAL)
ATTEST:
F. A. Shinal
F. A. Shinal
Senior Vice President/
Chief Financial Officer
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. Treasury Series 7
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated March 16, 1994
among DEAN WITTER REYNOLDS INC., as Depositor, THE BANK OF NEW
YORK, as Trustee and KENNY S&P EVALUATION SERVICES, as
Evaluator, sets forth certain provisions in full and
incorporates other provisions by reference to the document
entitled "Dean Witter Select Government Trust, Trust Indenture
and Agreement" (the "Basic Agreement") dated March 16, 1994.
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, and
the Evaluator agree as follows:
I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be
deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in
full in this instrument.
II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are
hereby agreed to:
A. The Trust is denominated Dean Witter Select
Government Trust, U.S. Treasury Series 7 (the "Treasury
Trust").
B. The securities listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been
or are to be deposited in trust under this Indenture.
<PAGE>
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C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 500,000 for
the Treasury Trust.
E. A Unit is hereby declared initially equal to
1/500,000th for the Treasury Trust.
F. The distribution on the First Distribution
Date, April 15, 1994, to Unit Holders of record on the first
Record Date, April 9, 1994, shall be a partial distribution in
the amount of $2.35 per 1000 Units.
G. The term "First Settlement Date" shall mean
March 24, 1994.
H. For the Treasury Trust, the term "Record Date"
shall mean the 9th day of each month commencing April 9,
1994.
I. For the Treasury Trust, the term "Distribution
Date" shall mean the 15th day of each month following the
Record Date commencing April 15, 1994.
J. The term "Termination Date" shall mean
May 1, 2000.
K. For purposes of this Series -- Dean Witter
Select Government Trust, U.S. Treasury Series 7 -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the
Special Terms and Conditions of Trust set forth herein as may
be appropriate.
L. For the Treasury Trust, the Evaluators Fee
shall be a minimum of $10.00 per evaluation plus $0.40 for each
issue of underlying Securities.
M. For the Treasury Trust, the Depositor's Annual
Supervision Fee shall be a maximum of $0.25 per $1,000
principal amount of underlying Securities.
N. For the Treasury Trust, the Trustee's Annual
Fee as defined in the Indenture shall be $1.32 per $1,000
principal amount of underlying Securities.
<PAGE>
-3-
O. With respect to distributions from the
Principal Account only, Record Date shall also mean the first
Business Day following the date of maturity of any Bond prior
to the Termination of the Trust. The Trustee shall distribute
by mail to each Unit Holder of record at the close of business
on such Record Date such Unit Holder's pro rata share of the
cash balance of the Principal Account as of such Record Date
on the Second Business Day following such Record Date.
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
AS OF MARCH 16, 1994
<TABLE>
<CAPTION>
COST OF
SECURITIES
PORTFOLIO FACE COUPON TO TRUST
NO. TITLE OF SECURITIES CONTRACTED FOR (1) AMOUNT RATE MATURITY DATE (2)(3)
- ----------- ----------------------------------------------- --------- ---------- -------------- ------------
<C> <S> <C> <C> <C> <C>
1. U.S. Treasury Note $ 100,000 4.625% 02/15/96 $ 99,406
2. U.S. Treasury Note 100,000 6.250% 01/31/97 102,406
3. U.S. Treasury Note 100,000 5.625% 01/31/98 99,875
4. U.S. Treasury Note 100,000 5.500% 02/28/99 98,375
5. U.S. Treasury Note 100,000 5.500% 04/15/00 97,344
------------
$ 497,406
------------
------------
<FN>
- ---------
(1) The contracts to purchase Securities were entered into on March 16, 1994
with the final settlement date expected to be March 23, 1994.
(2) Offering prices of Securities are determined by the Evaluator on the basis
stated under "Public Offering of Units -- Public Offering Price". The
aggregate value based on the bid side evaluation at the Evaluation Time on
the Date of Deposit was $497,091, which is $315 lower than the aggregate
Cost of Securities to Trust based on the offering side evaluation.
(3) Other information regarding Securities in the Trust:
(a) Purchase Price of Securities to Sponsor was $497,406.
(b) Estimated Annual Interest Income to the Trust is $27,500.
</TABLE>
<PAGE>
[Letterhead of Cahill Gordon & Reindel]
March 16, 1994
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 7
Gentlemen:
We have acted as special counsel for you as
Depositor of the Dean Witter Select Government Trust, U.S.
Treasury Series 7 (the "Trust"), in connection with the
issuance under the Trust Indenture and Agreement, dated
March 16, 1994 and a related Reference Trust Agreement,
dated March 16, 1994 (such Trust Indenture and Agreement and
Reference Trust Agreement collectively referred to as the
"Indenture"), among you, as Depositor, The Bank of New York,
as Trustee and Kenny Information Systems, Inc., as Evaluator,
of units of fractional undivided interest in said Trust (the
"Units") comprising the Units of Dean Witter Select Government
Trust, U.S. Treasury Series 7. In rendering our opinion
expressed below, we have relied in part upon the opinions and
representations of your officers and upon opinions of counsel
to Dean Witter Reynolds Inc.
<PAGE>
-2-
Based upon the foregoing, we advise you that, in our
opinion, when the Indenture has been duly executed and
delivered on behalf of the Depositor and the Trustee and when
the certificate evidencing the Units has been duly executed
and delivered by the Depositor and the Trustee in accordance
with the Indenture, the Units will be legally issued, fully
paid and nonassessable by the Trust, and will constitute valid
and binding obligations of the Trust and the Depositor in
accordance with their terms, except that enforceability of
certain provisions thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors generally and by general
equitable principles.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement (File No. 33-49975)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and the related Prospectus.
Very truly yours,
Cahill Gordon & Reindel
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated March 16,
1994, accompanying the financial statements of the Dean Witter
Select Government Trust, U.S. Treasury Series 7 included herein
and to the reference to our Firm as experts under the heading
"Auditors" in the prospectus which is a part of this
registration statement.
Deloitte & Touche
New York, New York
March 16, 1994
<PAGE>
(Letterhead of Kenny Information System, Inc.)
Dean Witter Reynolds, Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 7
Gentlemen:
We have examined Registration Statement File
No. 33-49975 for the above-captioned trust. We hereby
acknowledge that Kenny S&P Evaluation Services, a division of
Kenny Information Systems, Inc. is currently acting as the
evaluator for the trust. We hereby consent to the use in the
Registration Statement of the reference to Kenny S&P
Evaluation Services, a division of Kenny Information Systems,
Inc. as evaluator.
You are hereby authorized to file a copy of this
letter with the Securities and Exchange Commission.
Sincerely,
F.A. Shinal
Senior Vice President
March 16, 1994
<PAGE>
(Letterhead of Standard & Poor's Ratings Group)
Mr. Michael D. Browne
Dean Witter Reynolds, Inc.
2 World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust
U.S. Treasury Series 7
(SEC Reg. # 33-49975)
Dear Mr. Browne:
Pursuant to your request for a Standard & Poor's
rating on the units of the above captioned trust, we have
reviewed the information presented to us and have assigned an
"AAA" rating to the units in the trust. The rating is a
direct reflection of the portfolio of the trust, which will be
composed solely of U.S. Treasury Debt Obligations fully
guaranteed as to principal and interest by the full faith and
credit of the United States.
You have permission to use the name of Standard &
Poor's Ratings Group 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. S&P reserves the right to advise its own clients,
subscribers, and the public of the rating. S&P 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. S&P 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 Group and the above-assigned
<PAGE>
rating in the registration statement or prospectus relating to
the units or the trust. 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 Group in connection with the ratings
assigned to the securities contained in the trust. You are
hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Please be certain to send us three copies of your
final prospectus as soon as it becomes available. Should we
not receive them within a reasonable time after the closing or
should they not conform to the representations made to us, we
reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of
service to you. 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,
Hyman C. Grossman
March 16, 1994
