<PAGE>
U.S. Treasury Series 7
File No. 33-49975
Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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 agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
The Registrant has registered an indefinite number of
Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940,
as amended. On May 10, 1995, the Registrant filed
the Rule 24f-2 Notice for its most recent fiscal
year.
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 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 )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction;
Trust Agreement ) Amendment and Termination
) of the Indenture
7. Changes of name ) Included in Form N-8B-2
8. Fiscal Year ) Included in Form N-8B-2
9. Litigation ) <F30>
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
a. Type of Securities ) Rights of Unit Holders
(Registered or Bearer)
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive) ) from the 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 Units-
conversion, transfer, etc. ) Secondary Market;
) Exchange Option;
) Redemption; Rights of
) Unit Holders
e. Lapses or defaults with ) <F30>
respect to periodic payment )
plan certificates )
f. Voting rights as to ) Rights of Unit Holders-
Securities under the ) Certain Limitations;
Indenture ) Amendment and Termination
) of the Indenture
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;
) Amendment and Termination
) of the Indenture
2. Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
3. Provisions of Trust ) Amendment and Termination
) of the Indenture
4. Identity of Depositor ) Sponsor; Trustee
and Trustee )
h. Security Holders consent )
required to change: )
1. Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
2. Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
3. Provisions of ) Amendment and Termination
Indenture ) of the Indenture
4. Identity of Depositor ) <F30>
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 ) <F30>
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 ) <F30>
regarding periodic payment )
certificates )
c. Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units-Public
) Offering Price
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 )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
g. Ratio of annual charges ) <F30>
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 ) Introduction; The Trust-
of underlying securities ) Summary Description of
) the Portfolio;-Objectives
) and Securities Selection;
) Administration of the
) Trust
17. Withdrawal or redemption by ) Redemption; Public
Security Holders ) Offering of Units-
) Secondary Market;
) Rights of Unit Holders
18. a. Receipt and disposition ) Administration of the
of income ) Trust
b. Reinvestment of ) Reinvestment Programs
distributions )
c. Reserves or special fund ) Administration of the
) Trust-Distributions from
) the Interest and
) Principal Accounts
d. Schedule of distribution ) <F30>
19. Records, accounts and report ) Administration of the
) Trust -Records and
) Accounts; Reports to Unit
) Holders
20. Certain miscellaneous ) Administration of the
provisions of the Indenture ) Trust; Amendment and
) Termination of the
) Indenture; Trustee;
) Sponsor
21. Loans to Security Holders ) <F30>
22. Limitations on liability ) Sponsor; Trustee;
) Evaluator
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
23. Bonding arrangements ) Included on Form N-8B-2
24. Other material provisions of ) <F30>
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 ) <F30>
31. Payments by Depositor for ) <F30>
certain other services )
32. Payments by Depositor for ) <F30>
certain other services )
rendered to Trust )
33. Remuneration of employees of ) <F30>
Depositor for certain services )
rendered to Trust )
34. Remuneration of other ) <F30>
persons for certain services )
rendered to Trust )
IV. Distribution and Redemption of Securities
35. Distribution of Trust's ) Public Offering of Units-
securities by states ) Public Distribution
36. Suspension of sales of ) <F30>
Trust's securities )
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
37. Revocation of authority to ) <F30>
distribute )
38. a. Method of distribution ) Public Offering of Units
b. Underwriting agreements )
c. Selling agreements )
39. a. Organization of principal ) 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) <F30>
Underwriter )
c. Salesman of principal ) <F30>
Underwriter )
42. Ownership of Trust's Securities ) <F30>
by certain persons )
43. Certain brokerage commissions ) <F30>
received by principal Underwriter)
44. a. Method of valuation ) Public Offering of Units
b. Schedule as to offering ) <F30>
price )
c. Variation in offering ) <F30>
price to certain persons )
45. Suspension of redemption rights ) <F30>
46. a. Redemption valuation ) Public Offering of Units-
) Secondary Market;
) Redemption
b. Schedule as to redemption ) <F30>
price )
47. Maintenance of position in ) See items 10(d), 44 and
underlying securities ) 46
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
V. Information concerning the Trustee or Custodian
48. Organization and regulation ) Trustee
of 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 ) <F30>
Insurance Company )
b. Type of policies ) <F30>
c. Type of risks insured and ) <F30>
excluded )
d. Coverage of policies ) <F30>
e. Beneficiaries of policies ) <F30>
f. Terms and manner of ) <F30>
cancellation )
g. Method of determining ) <F30>
premiums )
h. Amount of aggregate ) <F30>
premiums paid )
i. Who receives any part of ) <F30>
premiums )
j. Other material provisions ) <F30>
of the Trust relating to )
insurance )
VII. Policy of Registrant
52. a. Method of selecting and ) Introduction; The Trust -
eliminating securities ) Objectives and Securities
from the Trust ) Selection; -- Summary
) Description of the
) Portfolio
b. Elimination of securities ) <F30>
from the Trust )
c. Policy of Trust regarding ) Introduction; The Trust-
substitution and ) Objectives and Securities
elimination of securities ) Selection
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
d. Description of any ) <F30>
fundamental 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 ) <F30>
Trust's past ten fiscal years )
55. Certain information regarding ) <F30>
periodic payment plan )
certificates )
56. Certain information regarding ) <F30>
periodic payment plan )
certificates )
57. Certain information regarding ) <F30>
periodic payment plan )
certificates )
58. Certain information regarding ) <F30>
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
ATTENTION FOREIGN INVESTORS:
YOUR INCOME FROM THIS TRUST IS EXEMPT FROM FEDERAL WITHHOLDING
TAXES WHEN CERTAIN CONDITIONS ARE MET UNDER CURRENT LAW.
LOGO
Dean Witter Select Government Trust
U.S. Treasury Series 7
(LADDERED MATURITIES)
Standard & Poor's Corporation Rating: AAA
(A Unit Investment Trust)
_______________________________________________________________
This Trust was formed for the purpose of providing safety of capital and
current monthly distributions of interest through investment in a portfolio
consisting primarily of current interest-bearing United States Treasury
obligations that are backed by the full faith and credit of the United
States Government. The Securities will mature in a "laddered" fashion over
approximately five years from the Date of Deposit and will provide for the
return to the Unit Holders of approximately 20% of the per Unit face amount
of the Securities 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, is exempt from federal withholding taxes for qualified foreign
investors if certain conditions are met.
_______________________________________________________________
The Initial Public Offering of Units in the Trust has been completed. The
Units offered hereby are issued and outstanding Units which have been
acquired by the Sponsor either by purchase from the Trustee of Units
tendered for redemption or in the Secondary Market.
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
_______________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________________________________________________
Read and retain this Prospectus for future reference.
<PAGE>
Units of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and the Units are not federally insured by the
Federal Deposit Insurance Corporation, Federal Reserve Board, or any other
agency.
Prospectus dated May 2, 1996
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH RESPECT TO THE
INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION STATEMENT AND EXHIBITS
RELATING THERETO WHICH HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
TABLE OF CONTENTS
Page
Table of Contents.................................. A-1
Summary of Essential Information................... A-3
Introduction....................................... 1
The Trust.......................................... 2
Special Considerations....................... 2
Summary Description of the Portfolio......... 3
Rating of Units.............................. 4
Objectives and Securities Selection.......... 4
The Units.................................... 5
Estimated Annual Income, Estimated Current
Return and Estimated Long-Term Return
Per 1,000 Units............................ 5
Tax Status of the Trust............................ 6
Retirement Plans................................... 10
Public Offering of Units........................... 11
Public Offering Price........................ 11
Public Distribution.......................... 12
Secondary Market............................. 12
Profit of Sponsor............................ 13
Volume Discount.............................. 13
Reinvestment Program............................... 14
Redemption......................................... 15
Right of Redemption.......................... 15
Computation of Redemption Price.............. 16
Postponement of Redemption................... 17
Rights of Unit Holders............................. 17
Unit Holders................................. 17
Certain Limitations.......................... 17
Expenses and Charges............................... 18
Fees......................................... 18
Other Charges................................ 18
Administration of the Trust........................ 19
Records and Accounts......................... 19
Distribution................................. 20
Distributions from the Interest
and Principal Accounts..................... 20
Reports to Unit Holders...................... 22
Sponsor............................................ 23
A-1
<PAGE>
Page
Trustee........................................... 25
Evaluator......................................... 26
Amendment and Termination of the Indenture........ 27
Legal Opinions.................................... 28
Auditors.......................................... 28
Description of Rating............................. 28
Independent Auditor's Report...................... F-1
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Evaluator:
Kenny S&P Evaluation Services,
a Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006
Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
THIS PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH
OFFER IN SUCH STATE.
A-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
As of February 29, 1996
Number of Units 59,580,981
Fractional Undivided Interest in the Trust Represented by Each Unit 1/59,580,981th
Public Offering Price per 1,000 Units:
Aggregate Value of Securities in the Trust $47,698,478.00
Divided by 59,580,981 Units (times 1,000) $ 800.57
Plus Sales Charge<F1> of 1.500% of Public Offering Price (1.523% of net amount invested
in Securities) 12.19
Public Offering Price per 1,000 Units $ 812.76
Plus amounts per 1,000 Units of Undistributed Principal and Net Investment Income 3.16
$ 815.92
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based on
the value of the underlying Securities, $3.16 less than the Public Offering Price per
1,000 Units) plus amounts of Undistributed Net Investment Income $ 815.76
Estimated Long-Term Return (based on Public Offering Price)<F2> 4.70%
<S> <S>
Evaluation Time Close of trading on the New York Stock Exchange
(currently 4:00 PM New York time).
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 Amount No distribution need be made from the Principal
Account if the balance therein is less than $1.00
per 1,000 Units outstanding.
Mandatory Termination Date May 1, 2000
Discretionary Liquidation Amount The Trust may be terminated by the Sponsor if the
value of the portfolio of the Trust at any time is less
than $27,029,866.
Trustee's Annual Fee and Expenses (including
estimated expenses and evaluator's fee) $1.68 per 1,000 face amount of underlying Securities.
Sponsor's Annual Portfolio Supervision Fee Maximum of $.25 per 1,000 face amount of underlying
Securities.
Minimum of $10.00 plus $.40 for each issue of underlying
Securities.
<F1>Volume purchasers of Units are entitled to a reduced sales charge. See "Public Offering of Units - Volume
Discount" in this Prospectus.
<F2>The Estimated Long-Term Return is increased for transactions entitled to a reduced sales charge. (See:
"The Trust - Estimated Annual Income and Estimated Long-Term Return" and "Public Offering of Units - Volume
Discount", herein.)
A-3
</TABLE>
<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, 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.
The Trust consists of a fixed portfolio of United States
Treasury obligations with consecutive annual maturities ranging from
January 31, 1997 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 1997, approximately 25%
of the per Unit face amount of the Securities 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. 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 Trust", herein.)
A-4
<PAGE>
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 -- Four issues of Securities comprise the Portfolio
of the Trust in the following proportions based on a percentage of total
principal amount:
Proportionate Relationship
Title of Security of Face Amount
6.25% U.S. Treasury Notes
due January 31, 1997............. 25%
5.625% U.S. Treasury Notes
due January 31, 1998............. 25%
5.50% U.S. Treasury Notes
due February 28, 1999............ 25%
5.50% U.S. Treasury Notes
due April 15, 2000............... 25%
100%
PUBLIC OFFERING PRICE -- The Public Offering Price per Unit of
the Trust is calculated daily, and is equal to the aggregate bid side
evaluation of the underlying Securities, divided by the number of Units
outstanding, plus a sales charge calculated by reference to "Sales Charge",
below. Units are offered at the Public Offering Price, plus accrued
interest. (See: "Public Offering of Units", herein.)
SALES CHARGE -- The Public Offering Price per Unit will be
computed by dividing the aggregate of the bid prices of the Securities in a
Trust by the number of Units outstanding and then adding the appropriate
sales charge described below.
The sales charge will reflect different rates depending upon
the maturities of the various underlying Securities. The sales charge per
Unit in the secondary market (the "Effective Sales Charge") will be
computed by multiplying the Evaluator's determination of the bid side
evaluation of each Security by a sales charge determined in accordance with
the table set forth below based upon the number of years remaining to the
maturity of each such Security, totalling all such calculations, and
dividing this total by the number of Units then outstanding.
A-5
<PAGE>
(as % of bid (as % of Public
Time to Maturity side evaluation) Offering Price
0 to 1 year 0% 0%
1 year to 2 years 0.756% 0.75%
2 years to 4 years 1.285% 1.25%
4 years to 6 years 2.041% 2.00%
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", herein). Market conditions
may cause such prices to be greater or less than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of the Trust
should be made with an understanding of the risks which an investment in
fixed rate debt obligations with maturities of one to four years 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 Trust is considered to be concentrated in Securities issued
by the United States of America. (See: "The Trust -- Special
Considerations" and "The Trust -- Summary Description of the Portfolio",
herein.)
MINIMUM PURCHASE -- $1,000 ($250 for IRAs).
A-6
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
INTRODUCTION
The Dean Witter Select Government Trust, U.S. Treasury Series 7
(the "Trust") was created on March 16, 1994 (the "Date of Deposit") under
the laws of the State of New York pursuant to a Trust Indenture and
Agreement and a related Reference Trust Agreement (collectively, the
"Indenture")*, among Dean Witter Reynolds Inc. (the "Sponsor"), The Bank of
New York (the "Trustee") and Kenny S&P Evaluation Services, a Division of
J.J. Kenny Co., Inc. (the "Evaluator"). The Sponsor is a principal
operating subsidiary of Dean Witter, Discover & Co. ("DWDC"), a publicly
traded corporation. (See: "Sponsor", herein.) The objectives of the
Trust are to provide investors with safety of capital and current monthly
distributions of interest through investment in a fixed portfolio of
Securities (the "Portfolio"), consisting of U.S. Treasury obligations,
which are backed by the full faith and credit of the United States
Government. Because the Securities (as defined below) in the Trust have
consecutive or "laddered" maturities, the Trust will maintain a portion of
the Portfolio in longer-term securities while paying to Unit Holders a
portion of the principal invested each year, commencing in the year set
forth in the first part of this prospectus.
The Trust was created simultaneously with the execution of the
Indenture and the deposit of the Securities with the Trustee. The Trustee
then immediately delivered to the Sponsor certificates of beneficial
interest (the "Certificates") representing the units (the "Units")
comprising the entire ownership of the Trust. Through this Prospectus, the
Sponsor is offering the Units for sale to the public. The holders of
Certificates (the "Unit Holders") will have the right to have their Units
redeemed at a price based on the aggregate bid side evaluation of the
Securities (the "Redemption Price") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes to maintain.
In addition, the Sponsor may offer for sale through this Prospectus Units
which the Sponsor may have repurchased in the secondary market or upon the
tender of such Units for redemption.
On February 29, 1996, each Unit represented the fractional
undivided interest in the Securities and net income
___________________
* Reference is hereby made to said Indenture and any statements
contained herein are qualified in their entirety by the provisions of
said Indenture.
1
<PAGE>
of the Trust set forth under "Summary of Essential Information". Because
regular payments of principal are to be received and certain of the
Securities will mature in accordance with their terms or may be sold under
certain circumstances described herein, the Trust is not expected to retain
its present size and composition. Units will remain outstanding until
redeemed upon tender to the Trustee by any Unit Holder (which may include
the Sponsor) or until the termination of the Trust pursuant to the
Indenture.
THE TRUST
Special Considerations
An investment in Units of the Trust should be made with an
understanding of the risks which an investment in fixed rate debt
obligations may entail, including the risk that the value of the Portfolio,
and hence of the Units, will decline with increases in interest rates. The
value of the underlying Securities will fluctuate inversely with changes in
interest rates. In recent years, the national economy has experienced
significant variations in rates of inflation and economic growth,
substantial increases in the national debt, a substantial increase in
reliance upon foreign investors to finance the national debt, and material
reformulation of federal tax, monetary and regulatory policies. These
conditions have been associated with wide fluctuations in interest rates
and thus in the value of fixed rate debt obligations. The Sponsor cannot
predict whether such fluctuations will continue in the future.
The Securities in the Portfolio were chosen in part on the
basis of their respective stated maturity dates. The ranges of maturity
dates of each of the Securities contained in the Portfolio are shown on the
"Schedule of Portfolio Securities", herein.
The Trust may be an appropriate medium for investors who desire
to invest in a portfolio of taxable fixed income federal securities
offering the safety of capital provided by an investment in U.S. Treasury
obligations backed by the full faith and credit of the United States
Government. Investors in the Trust may find it advantageous to elect to
reinvest the monthly distributions expected to be made by the Trust, under
the Reinvestment Program of the Sponsor. (See: "Reinvestment Program",
herein.)
Certain of the Securities in the Trust may have been acquired
at a market premium. Securities trade at a premium because the interest
rates on the Securities are higher than interest on comparable debt
securities being issued at currently prevailing interest rates. The
current returns of
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securities trading at a market premium are higher than the current returns
of comparably rated debt securities of a similar type issued at currently
prevailing interest rates because premium securities tend to decrease in
market value as they approach maturity, when the face amount becomes
payable. Because part of the purchase price is thus returned not at
maturity but through current income payments, an early redemption at par of
a security purchased at a premium, 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 deposited in the Trust and any Additional
Securities which may have been acquired and held by the Trust in the
circumstances permitted by the provisions of the Indenture. The Securities
are different issues of bonds, notes, debentures and other debt obligations
with fixed final maturity dates. None of the Securities have any equity or
conversion features. Certain of the Securities are current interest-bearing
obligations of the United States of America and 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. (See "Schedule of Portfolio Securities").
Treasury Obligations represent 100% of the aggregate market
value of the Portfolio. These Securities are sold by the United States
Department of the Treasury (the "Treasury") to finance shortfalls between
the Treasury's income and expenditures. Such gaps may have been planned
and accounted for in the budget, or they may arise from unexpected changes
in economic, political, fiscal and other circumstances. Treasury
Securities constitute public debt of the United States and are, therefore,
direct obligations of the United States.
The Trust consists of the Securities listed under "Schedule of
Portfolio Securities", herein, as long as such Securities may continue to
be held from time to time in the
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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 or will mature in accordance
with their terms or may be sold under certain circumstances described
herein, the Trust is not expected to retain for any length of time its
present size and composition.
The Sponsor, although not obligated to do so, intends to
maintain a secondary market for the Units based on the aggregate bid side
of the market for the Units. (See: "Public Offering of Units -- Secondary
Market", herein.) Unit Holders of the Trust, in the absence of a secondary
market for Units, will have the right to have one or more of their Units
redeemed by the Trustee at a price equal to the Redemption Price thereof
(see: "Redemption", herein), based on the then aggregate bid price for the
Securities in the Portfolio. Due to fluctuations in the market price of
the Securities in the Portfolio, among other factors, the amount realized
by a Unit Holder upon the redemption or sale of Units may be less than the
price paid for such Units by the Unit Holder.
Rating of Units
Standard & Poor's Corporation has rated the Units of the Trust
"AAA". This is the highest rating assigned by Standard & Poor's
Corporation. (See: "Description of Rating", herein.) Standard & Poor's
Corporation has been compensated by the Sponsor for its services in rating
Units of the Trust.
Objectives and Securities Selection
The Trust was formed to provide investors with an investment
vehicle whose objectives are safety of capital and current monthly
distributions of interest. There is no guarantee, however, that the
Trust's objectives will be achieved.
Even though the Portfolio consists primarily of Treasury
Obligations which pay interest no more often than semi-annually, the Trust
will pay interest monthly through advances made by the Trustee, which will
then be reimbursed when interest is received (see: "Distributions from
Interest and Principal Accounts", herein).
In selecting Securities for deposit in the Trust, the following
factors, among others, were considered by the Sponsor: (i) the types of
such securities available; (ii) the prices and yields of such securities
relative to other
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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 February 29, 1996, each Unit represented the fractional
undivided interest in the Trust set forth under "Summary of Essential
Information". Thereafter, if Units are redeemed by the Trustee, the face
amount of Securities in the Trust will be reduced by amounts allocable to
redeemed Units, and the fractional undivided interest represented by each
Unit in the balance will be increased, although the interest in the Trust
assets represented by each Unit will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by any Unit Holder
(which may include the Sponsor) or until the termination of the Trust
itself (see: "Redemption" and "Amendment and Termination of the Indenture
- -- Termination", herein).
Estimated Annual Income, Estimated Current Return
and Estimated Long-Term Return Per 1,000 Units
On February 29, 1996, the estimated net annual income per 1,000
Units was estimated to be the amount set forth under "Summary of Essential
Information". This figure is computed by dividing the total gross annual
interest income expected to be received by the Trust by the number of Units
outstanding on such date, less estimated annual fees and expenses of the
Trustee, the Sponsor and the Evaluator, multiplied by 1,000 Units.
Thereafter, the net annual income per 1,000 Units will change whenever
Securities mature, are redeemed, or are sold, or as substitute Securities
are deposited into the Trust, or as the expenses of the Trust change. The
fees of the Trustee, the Sponsor and the Evaluator are subject to change
without the consent of Unit Holders to the extent provided under "Expenses
and Charges", herein.
The Estimated 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 bid price of the
underlying Securities. The Estimated Long-Term Return on February 29,
1996, is set forth under "Summary of Essential
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Information", herein. Estimated Long-Term Return is a measure of the
estimated return to the investor earned over the estimated life of the
Trust. The Estimated Long-Term Return represents an average of the yields
to estimated average life of the Securities in the Portfolio and is
adjusted to reflect expenses and sales charges. The Estimated Long-Term
Return figure is calculated by the Sponsor in the manner discussed below,
using an estimated average life for each of the Securities. Estimated
average life is an essential factor in the calculation of Estimated
Long-Term Return. When the Trust has a shorter 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. 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
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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 values on the date the Unit Holder purchases his
Units in order to determine his per Unit tax basis for the Securities
represented thereby. If a Unit Holder's tax cost of his pro rata
interest in a Security exceeds the amount payable in respect of such
pro rata interest upon the maturity of the Security, such excess is a
"bond premium" which may be amortized by the Unit Holder at the Unit
Holder's election as provided in Section 171 of the Code.
The tax basis of a Unit Holder with respect to his interest in
a Security will be increased by the amount of original issue discount
thereon properly included in the Unit Holder's gross income as determined
for Federal income tax purposes.
The amount of gain recognized by a Unit Holder on a disposition
of a Security by the Trust will be equal to the difference between such
Unit Holder's pro rata portion of the gross proceeds realized by the Trust
on the disposition and the Unit Holder's tax cost basis in his pro rata
portion of the Security disposed of. Any gain recognized on a sale or
exchange of a Unit Holder's pro rata interest in a Security, and not
constituting a realization of accrued "market discount", and any loss will
be a capital gain or loss, except in the case of a dealer or financial
institution. Gain realized on the disposition of the interest of a Unit
Holder in a market discount Security is treated as ordinary income to the
extent the gain does not exceed the accrued market discount. A Unit Holder
has an interest in a market discount Security in a case in which the Unit
Holder's tax cost for his pro rata interest in the Security is less than
the stated redemption price thereof at maturity (or the issue price plus
original issue discount accrued up to the acquisition date, in the case of
an original issue discount Security). If the market discount is less than
0.25% of the stated redemption price of the Security at maturity multiplied
by the number of complete
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years to maturity, the market discount shall be considered to be zero. Any
capital gain or loss arising from the disposition of a Unit Holder's pro
rata interest in a Security will be a long-term capital gain or loss if the
Unit Holder has held his Units and the Trust has held the Security for more
than one year. Under the Code, net capital gain (i.e., the excess of net
long-term capital gain over net short-term capital loss) of individuals,
estates and trusts is subject to a maximum nominal tax rate of 28%. Such
net capital gain may, however, result in a disallowance of itemized
deductions and/or affect a personal exemption phase-out.
If the Unit Holder sells or redeems a Unit for cash, he is
deemed thereby to have disposed of his entire pro rata interest in all
Trust assets represented by the Unit and will have a taxable gain or loss
measured by the difference between his per Unit tax basis for such assets,
as described above, and the amount realized.
Under the personal income tax laws of the State and City of New
York, the income of the Trust will be treated as the income of the Unit
Holders.
The Trust may contain one or more Securities which were
originally issued at a discount ("original issue discount"). In general,
original issue discount can be defined as the difference between the price
at which a Security was issued and its stated redemption price at maturity.
If the original issue discount is less than 0.25% of the stated redemption
price of the Security at maturity multiplied by the number of complete
years to maturity, the original issue discount shall be considered to be
zero. In the case of a Security issued after July 1, 1982, original issue
discount is deemed to accrue on a constant interest method which
corresponds, in general, to the economic accrual of interest (adjusted to
eliminate proportionately on an elapsed-time basis any excess of the amount
paid for the Security over the sum of the issue price and the accrued
original issue discount on the acquisition date). The tax basis in the
Security is increased by the amount of original issue discount that is
deemed to accrue while the Security is held. The difference between the
amount realized on a disposition of the Security (ex currently accrued
interest) and the adjusted tax basis of the Security will give rise to
taxable gain or deductible loss upon a disposition of the Security by the
Trust (or a sale or redemption of Units by a Unit Holder).
An individual Unit Holder who is neither a citizen nor a
resident of the United States and a corporate Unit Holder other than a
United States domestic corporation (a "foreign Unit Holder") will not
generally be subject to United States federal income tax, including
withholding taxes, on his, her or
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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.
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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 the Trust is
exempt from state personal income taxes on individuals in most states, Unit
Holders should consult their own tax advisers with respect to state and
local taxation matters.
RETIREMENT PLANS
Trust Units may be suited for purchase by Individual Retirement
Accounts and pension, profit-sharing and other qualified retirement plans.
Investors considering participation in any such plan should review specific
tax laws and pending legislation related thereto and should consult their
attorneys or tax advisers with respect to the establishment and maintenance
of any such plan.
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PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of Units is computed by adding to the
aggregate bid price of the Securities in the Trust, any money in the
Interest and Principal Accounts other than money held to make payments to
Unit Holders on a monthly Distribution Date and amounts representing taxes,
fees and expenses of the Trust and money required to redeem tendered Units,
by dividing such sum by the number of Units outstanding and then adding the
sales charge shown in "Summary of Essential Information". A proportionate
share of accrued and undistributed interest on the Securities to the
settlement date for the Units purchased is also added to the Public
Offering Price. (See: "Estimated Annual Income, Estimated Current Return
and Estimated Long-Term Return Per 1,000 Units", herein.) The Public
Offering Price on the date of this Prospectus or on any subsequent date
will vary in accordance with fluctuations in the evaluation of the
underlying Securities in the Trust.
The aggregate bid prices of the Securities in the Trust shall
be determined for the Trust by the Evaluator. Evaluations made for
purposes of secondary market transactions by the Sponsor will be made on
the bid side of the market on each business day as of the Evaluation Time,
effective for all sales made during the preceding 24-hour period.
Evaluations, for purposes of redemptions by the Trustee, will be made each
business day as of the Evaluation Time, effective for all redemptions made
subsequent to the last preceding determination.
In addition to the Public Offering Price, the price of a Unit
includes the Unit's share of accrued interest on the Securities. Because
of the varying interest payment dates of the Securities, accrued interest
on the Securities at any point in time will be greater than the amount of
interest actually received by the Trust and distributed to Unit Holders.
Therefore, the Unit's share of accrued interest is always added to the
value of the Units. If a Unit Holder sells all or a portion of his Units,
he is entitled to receive his proportionate share of the accrued interest
on the Securities from the purchaser of his Units. Similarly, if a Unit
Holder redeems all or a portion of his Units, the Redemption Price per Unit
will include accrued interest on the Securities.
On February 29, 1996, the Public Offering Price per 1,000 Units
(based on the bid side evaluation of the Securities in the Trust) exceeded
the Sponsor's Repurchase Price per 1,000 Units and the Redemption Price per
1,000 Units (based upon the bid side evaluation of the Securities in the
Trust) by the
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amounts set forth in "Summary of Essential Information", herein.
Public Distribution
Unsold Units or Units acquired by the Sponsor in the secondary
market referred to below may be offered to the public by this Prospectus at
the then current Public Offering Price calculated daily plus accrued
interest on the Securities. The Sponsor intends to qualify Units in states
selected by the Sponsor for sale by the Sponsor and through dealers who are
members of the National Association of Securities Dealers, Inc.
Secondary Market
While not obligated to do so, it is the Sponsor's present
intention to maintain, at its expense, a secondary market for Units of this
series of the Dean Witter Select Government Trust and to continuously offer
to repurchase Units from Unit Holders at the applicable Sponsor's
Repurchase Price. (See: "Summary of Essential Information", herein.) The
Sponsor's Repurchase Price is computed by adding to the aggregate of the
bid prices of the Securities in the Trust, any money in the Interest and
Principal Accounts other than money held to make payments to Unit Holders
on a monthly Distribution Date and money required to redeem tendered Units,
plus accrued interest on the Securities, deducting therefrom expenses of
the Trustee, Sponsor, Evaluator and counsel, and taxes, if any, and then
dividing the resulting sum by the number of Units outstanding, as of the
date of such computation. There is no refund of the sales charge nor is
there any additional sales charge incurred, when a Unit Holder sells Units
back to the Sponsor. Any Units repurchased by the Sponsor at the Sponsor's
Repurchase Price may be reoffered to the public by the Sponsor at the then
current Public Offering Price, plus accrued interest. Any profit or loss
resulting from the resale of such Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any other
business reason), the Sponsor may, at any time, occasionally, from time to
time, or permanently, discontinue the repurchase of Units of this series at
the Sponsor's Repurchase Price. In such event, although under no
obligation to do so, the Sponsor may, as a service to Unit Holders, offer
to repurchase Units at the Redemption Price, a price based on the current
bid prices for the Securities, plus accrued interest. Alternatively, Unit
Holders may redeem their Units through the Trustee. The Redemption Price
per Unit is computed in the same manner as the Sponsor's Repurchase Price,
and is based on the bid side evaluation of the Securities, not the offering
side evaluation. There is no refund of the sales charge, nor is any
additional sales charge incurred, when a
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Unit Holder redeems Units. If the Sponsor repurchases Units in the
secondary market at the Redemption Price, it may reoffer these Units in the
secondary market at the Public Offering Price or the Sponsor may tender
Units so purchased to the Trustee for redemption. In no event will the
price offered by the Sponsor for the repurchase of Units be less than the
current Redemption Price of those Units. (See: "Redemption", herein.)
Profit of Sponsor
The Sponsor receives a sales charge on Units sold to the public
and to dealers. The Sponsor may realize profits (or 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.
Sales to dealers will be made at prices which include a
concession of 70%.
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. 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 contact an account executive of the Sponsor. The appropriate
prospectus will be sent to the Unit Holder. A Unit Holder's election to
participate in the reinvestment program will apply to all Units of this
series of the Trust owned by such Unit Holder. The Unit Holder should read
the prospectus for the reinvestment program carefully before deciding to
participate. Once a Reinvestment Election has been chosen by the Unit
Holder, such election shall remain in effect until changed by the Unit
Holder.
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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", above, the date of tender is the next day on which such
Exchange is open for trading and such Units will be deemed to have been
tendered to the Trustee on such day for redemption at the Redemption Price
computed on that day.
Any amounts to be paid on redemption representing interest
shall be withdrawn from the Interest Account to the extent funds are
available or, if the balance therein is
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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.
The Securities to be sold for purposes of redeeming Units will
be in proportion to the different types of Securities in the Trust.
Provision is made under the Indenture for the Sponsor to specify minimum
face amounts in which blocks of Securities are to be sold in order to
obtain the best price for the Trust.
Computation of Redemption Price
The value of the Trust is determined as of the Evaluation Time
stated under "Summary of Essential Information", above, and (a)
semiannually, on June 30 and December 31 of each year (or the last Business
Day prior thereto), (b) on the day on which any Unit is tendered for
redemption and (c) on any other Business Day desired by the Trustee or
requested by the Sponsor.
(1) by adding: the aggregate bid side evaluation of Securities
in the Trust, as determined by the Evaluator; cash on hand in the
Trust or moneys in the process of being collected from matured
interest coupons or bonds prepaid, matured or called for redemption,
other than money deposited to purchase Contract Obligations or money
credited to the Reserve Account; and accrued but unpaid interest on
the Securities at the close of business on the date of such
Evaluation; and then,
(2) by deducting from the resulting figure: amounts
representing any applicable taxes or governmental charges payable out
of the Trust for the purpose of making an addition to the reserve
account (as defined in the Indenture, the "Reserve Account"), amounts
representing accrued expenses of the Trust (including, but not
limited to, amounts representing unpaid fees of the Trustee, the
Sponsor, bond counsel and the Evaluator) and monies held for
distribution to Unit Holders of record as of a date
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prior to the evaluation being made on the days or dates set forth
above; and then,
(3) by dividing the result of the above computation by the
total number of Units outstanding on the date of evaluation. The
resulting figure equals the Redemption Price per Unit.
Postponement of Redemption
The right of redemption may be suspended and payment of the
Redemption Price per Unit postponed for more than seven calendar days
following a tender of Units for redemption for any period during which the
New York Stock Exchange, Inc. is 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.
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(See: "Amendment and Termination of the Indenture", herein.) Unit Holders
shall have no right to control the operation or administration of the Trust
in any manner, except upon the vote of 51% of the Unit Holders outstanding
at any time for purposes of amendment, or termination of the Trust, all as
provided in the Indenture; however, no Unit Holder shall ever be under any
liability to any third party for any action taken by the Trustee, the
Evaluator or the Sponsor.
The death or incapacity of any Unit Holder will not operate to
terminate the Trust or entitle the legal representatives or heirs of such
Unit Holder to claim an accounting or to take any other action or
proceeding in any court for a partition or winding up of the Trust.
EXPENSES AND CHARGES
Fees
The Sponsor's fee is set forth in "Summary of Essential
Information -- Sponsor's Annual Supervision Fee". Such fee, which is
calculated on an annual basis, is earned for Portfolio supervisory services
and is paid monthly.
For its services as Trustee under the Indenture, the Trustee
receives annually the amount set forth under "Summary of Essential
Information", computed on the basis of the largest principal amount of
Securities in the Trust at any time during the period with respect to which
such compensation is made. The Trustee also receives benefits to the
extent that it holds funds on deposit in various non-interest bearing
accounts created under the Indenture.
For each evaluation of the Securities in the Trust, the
Evaluator shall receive against a statement submitted to the Trustee a fee
as set forth under "Summary of Essential Information".
The Sponsor's fee, Trustee's fees and the Evaluator's fees are
payable as of each Record Date from the Interest Account, to the extent
funds are available and thereafter from the Principal Account. Any of such
fees may be increased without approval of the Unit Holders in accordance
with the terms of the Indenture.
Other Charges
The following additional charges are or may be incurred by the
Trust, as more fully described in the Indenture: (a) fees of the Trustee
for extraordinary services, (b) expenses of the Trustee (including legal
and auditing expenses) and of counsel designated by the Sponsor, (c)
various
17
<PAGE>
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 The Depository Trust Company. These services
would include safekeeping of the Securities, coupon-clipping, computer
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<PAGE>
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.
Distributions from the Interest and Principal Accounts
Interest and principal received by the Trust, net of expenses
and charges, will be distributed on each Distribution Date on a pro rata
basis to Unit Holders of record as of the preceding Record Date. All
distributions will be net of applicable expenses, funds required for the
redemption of Units and, if applicable, reimbursements to the Trustee for
interest payments advanced to Unit Holders discussed below. (See:
"Summary of Essential Information", "Expenses and Changes" and
"Redemption", herein.)
The Trustee will credit to the Interest Account all interest
received by the Trust, including that part of the proceeds of any
disposition of securities of the Trust which represents accrued interest.
All other receipts will be credited to the Principal Account. The pro rata
share of the Interest Account and the pro rata share of cash in the
Principal Account represented by each Unit will be computed by the Trustee
each month as of the Record Date. (See: "Summary of Essential
Information".) Proceeds received from the disposition of any of the
Securities subsequent to a Record Date and prior to the next succeeding
Distribution Date will be held in the Principal Account and will not be
distributed until the following Distribution Date. The distribution to
Unit Holders as of each Record Date will be made on the following
Distribution Date or shortly thereafter and shall consist of an amount
substantially equal to one-twelfth of such Unit Holder's
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<PAGE>
pro rata share of the estimated annual income to the Interest Account
during the ensuing twelve months after deducting estimated expenses (the
"Monthly Interest Distribution") plus such Unit Holder's pro rata share of
the cash balance in the Principal Account computed as of the close of
business on the preceding Record Date. Persons who purchase Units between
a Record Date and a Distribution Date will receive their first distribution
on the second Distribution Date following their purchase of Units. No
distribution need be made from the Principal Account if the balance therein
is less than an amount sufficient to distribute $.001 per Unit. The
Monthly Interest Distribution per 1,000 Units will be in the amount shown
under "Summary of Essential Information" and will change as the income and
expenses of the Trust change and as Securities are exchanged, redeemed,
mature or sold.
Normally, interest payments on the Securities in the Portfolio
of the Trust which pay interest are made on a semi-annual basis. Further,
because interest payments on the Securities which pay interest are not
received by the Trust at a constant rate throughout the year, any Monthly
Interest Distribution may be more or less than the amount credited to the
Interest Account as of a Record Date. In order to eliminate these
fluctuations, the Trustee is required under the Indenture to advance such
amounts as may be necessary to provide Monthly Interest Distributions of
equal amounts. The Trustee will be reimbursed, without interest, for any
such advances from funds available in the Interest Account on the next
ensuing 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
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<PAGE>
to pay such expenses. The Trustee, when making interest distributions,
will have previously deducted from the Interest Account the expenses and
charges mentioned above, and thus will distribute on each Distribution Date
an amount which will be less than the interest accrued on the Securities to
each Unit Holder on or immediately prior to such Distribution Date by
amounts equal to the current expenses and charges of the Trust.
Reports to Unit Holders
With each distribution from the Interest Account or Principal
Account of the Trust, the Trustee will furnish to the Unit Holders, a
statement of the amount being distributed, expressed in each case as a
dollar amount per 1,000 Units. In the event that the Issuer of any of the
Securities fails to make payment when due of any interest or principal and
such failure results in a change in the amount which would otherwise be
distributed as a periodic distribution, the Trustee will, with the first
such distribution following such failure, set forth in an accompanying
statement, the Issuer and the Securities, the amount of the reduction in
the distribution per Unit resulting from such failure, the percentage of
the aggregate face amount of Securities which such Security represents and,
to the extent then determined, information regarding any disposition or
legal action with respect to such Security. Within a reasonable period of
time after the end of each calendar year, but in no event later than
February 15, the Trustee will furnish to each person who at any time during
such calendar year was a Unit Holder of record a statement setting forth:
As to the Interest Account: the amount of interest received on
the Securities and amounts representing penalties for the failure to
make timely payments on any of the Securities or liquidated damages
for default or breach of any condition or terms of any of the
Securities (or any instrument underlying any of the Securities); the
amount paid from the Interest Account upon the redemption of Units;
the 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
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Securities and the net proceeds received therefrom and from the
prepayment of principal of the Securities, excluding any portion
credited to the Interest Account; the amount paid from the Principal
Account representing Units which were redeemed the amounts paid from
the Principal Account for purchase of replacement Securities, in the
event that the purchase of any Security deposited in the Trust was
not consummated; if amounts in the Interest Account were
insufficient, the deductions from the Principal Account, if any, for
payment of applicable taxes, fees and expenses of the Sponsor, the
Trustee, the Evaluator and counsel; if amounts in the Interest
Account 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
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Chicago Board Options Exchange, other major securities exchanges and the
National Association of Securities Dealers, and is a clearing member of the
Chicago Board of Trade, the Chicago Mercantile Exchange, the Commodity
Exchange Inc., and other major commodities exchanges. Dean Witter is
currently servicing its clients through a network of approximately 375
domestic and international offices with approximately 7,500 account
executives servicing individual and institutional client accounts.
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 the 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
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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.
Limitations on Liability
The Trustee shall not be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of any moneys,
Securities or Certificates or in respect of any evaluation or for any
action taken in good faith reliance on prima facie properly executed
documents except in cases of willful misfeasance, bad faith, gross
negligence or reckless disregard for its obligations and duties. In
addition, the Indenture provides that the Trustee shall not be personally
liable for any taxes or other governmental charges imposed upon or in
respect of the Trust which the Trustee may be required to pay under current
or future laws of the United States or any other authority having
jurisdiction.
Responsibility
For information relating to the responsibilities of the Trustee
under the Indenture, reference is made to the material set forth under
"Distribution", "Rights of Unit Holders" and "Sponsor -- Resignation".
Resignation
By executing an instrument in writing and filing the same with
the Sponsor and mailing a copy of a notice of resignation to all Unit
Holders then of record, the Trustee and any successor may resign. In such
an event the Sponsor is obligated to appoint a successor trustee as soon as
possible. If the Trustee becomes incapable of acting or becomes bankrupt
or its affairs are taken over by public authorities, or upon the
determination of the Sponsor to remove the Trustee for any reason, either
with or without cause, the Sponsor may remove
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<PAGE>
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
J.J. Kenny Co., Inc., with main offices located at 65 Broadway, New York,
New York 10006.
Limitations on Liability
The Trustee, Sponsor and Unit Holders may rely on any
evaluation furnished by the Evaluator and shall have no responsibility for
the accuracy thereof. Determinations by the Evaluator under the Indenture
shall be made in good faith upon the basis of the best information
available to it. The Evaluator shall be under no liability to the Trustee,
the Sponsor, or Unit Holders for errors in judgment, except in cases of
willful misfeasance, bad faith, gross negligence or reckless disregard of
its obligations and duties.
Responsibility
The Indenture requires the Evaluator to evaluate the Securities
in the Trust on the basis of their bid prices on the last business day of
June and December in each year, on the day on which any Unit is tendered
for redemption and on any other day such evaluation is desired by the
Trustee or is requested by the Sponsor. For information relating to the
responsibility of the Evaluator to evaluate the Securities on the basis of
their bid prices, see: "Public Offering of Units -- Public Offering
Price".
Resignation
The Evaluator may resign or may be removed by the Sponsor, and
in such event the Sponsor and the Trustee are to use their best efforts to
appoint a satisfactory successor. Such resignation or removal shall become
effective upon the acceptance of appointment by a successor evaluator. If
upon resignation of the Evaluator no successor has accepted appointment
within thirty days after notice of resignation, the
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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 51% of the Units of the
Trust at the time outstanding for the purposes of adding any provisions to
or changing in any manner or eliminating any of the provisions of the
Indenture or of modifying in any manner the rights of Unit Holders. In no
event, however, shall the Indenture be amended to increase the number of
Units issuable thereunder or to permit the deposit or acquisition of
securities or other property either in addition to or in substitution for
any of the Securities initially deposited in the Trust, except as initially
provided in the Indenture or to provide the Trustee with the power to
engage in business or investment activities not specifically authorized in
the Indenture as originally adopted or so as to adversely affect the
characterization of the Trust as a grantor trust for federal income tax
purposes. In the event of any amendment, the Trustee is obligated to
notify all Unit Holders promptly regarding the substance of such amendment.
Termination
The Trust may be terminated at any time by the consent of the
holders of 51% of the Units or upon the maturity, redemption, payment, sale
or other disposition, as the case may be, of the last Security held in the
Trust. However, in no event may the Trust continue beyond the Mandatory
Termination Date set forth under "Summary of Essential Information". In
the event of termination, written notice thereof will be sent by the
Trustee to all Unit Holders. Within a reasonable period after termination,
the Trustee will sell any Securities remaining in the terminated Trust and,
after paying all expenses and charges incurred by the Trust, will
distribute to each Unit Holder, upon surrender for cancellation of his
Certificate for Units, his pro rata share of the balances remaining in the
Interest and Principal
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Accounts. The sale of Securities in the Trust upon termination may result
in a lower amount than might otherwise be realized if such sale were not
required at such time. For this reason, among others, the amount realized
by a Unit Holder upon termination may be less than the principal amount of
Securities represented by the Units held by such Unit Holder.
LEGAL OPINIONS
Certain legal matters in connection with the Units offered
hereby have been passed upon by Cahill Gordon & Reindel, a partnership
including a professional corporation, 80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.
AUDITORS
The financial statements of the Trust included in this
Prospectus have been examined by Deloitte & Touche LLP, certified public
accountants, as stated in their report appearing herein, and are included
in reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
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.
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<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Government Trust U.S.
Treasury Series 7 as of February 29, 1996, and the related statements of
operations and changes in net assets for the year ended February 29, 1996
and the period from March 16, 1994 (date of deposit) to February 28, 1995.
These financial statements are the responsibility of the Trustee (see
Footnote (a)(1)). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of
February 29, 1996 as shown in the statement of financial condition and
schedule of portfolio securities by correspondence with The Bank of New
York, the Trustee. An audit also includes assessing the accounting
principles used and the significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Government Trust U.S. Treasury Series 7 as of February 29, 1996, and the
results of its operations and the changes in its net assets for the year
ended February 29, 1996 and the period from March 16, 1994 (date of deposit)
to February 28, 1995 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
April 9, 1996
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
February 29, 1996
TRUST PROPERTY
Investments in Securities at market value (cost
$45,799,910) (Note (a) and Schedule of Portfolio
Securities Notes (2) and (3)) $47,698,478
Accrued interest receivable 358,238
Receivable from Sponsor 2,340
Total 48,059,056
LIABILITIES AND NET ASSETS
Less Liabilities:
Cash overdraft 164,695
Accrued Trustee Fees and expenses 7,430
Total liabilities 172,125
Net Assets:
Balance applicable to 59,580,981 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, less unrealized market
appreciation of $1,898,568 $47,698,478
Undistributed principal and net
investment income (Note (b)) 188,453
Net assets $47,886,931
Net asset value per Unit ($47,886,931 divided by 59,580,981
Units) $ .8037
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
For the period from
March 16, 1994
For the year ended (date of deposit)
February 29, 1996 to February 28, 1995
Investment income - interest $3,565,182 $2,160,116
Other income - 174,943
Total Income 3,565,182 2,335,059
Less Expenses:
Trustee fees and expenses 109,125 73,849
Sponsor's fees 16,594 8,750
Total expenses 125,719 82,599
Investment income - net 3,439,463 2,252,460
Net gain (loss) on investments:
Realized gain on securities
sold or redeemed 507,275 -
Unrealized market appreciation
(depreciation) 1,972,017 (73,449)
Net gain (loss) on
investments 2,479,292 (73,449)
Net increase in net assets
resulting from operations $5,918,755 $2,179,011
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
For the period from
March 16, 1994
For the year ended (date of deposit)
February 29, 1996 to February 28, 1995
Operations:
Investment income - net $ 3,439,463 $ 2,252,460
Realized gain on securities
sold or redeemed 507,275 -
Unrealized market appreciation
(depreciation) 1,972,017 (73,449)
Net increase in net
assets resulting
from operations 5,918,755 2,179,011
Less Distributions to Unit Holders:
Principal (12,017,470) -
Investment income - net (3,456,539) (2,027,130)
Total distributions (15,474,009) (2,027,130)
Less Capital Share Transactions:
Creation of 500,000 Units and
69,000,000 Units 480,280 66,596,978
Redemption of 10,419,019 Units (10,264,095) -
Accrued interest on redemption (20,265) -
Total capital share
transactions (9,804,080) 66,596,978
Net increase in net assets (19,359,334) 66,748,859
Net assets:
Beginning of period (Note (C)) 67,246,265 497,406
End of period (including
undistributed principal
and net investment income
of $188,453, and $225,330,
respectively) $47,886,931 $67,246,265
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
February 29, 1996
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting
and financial books, records, financial statements and related
data of the Trust and is responsible for establishing and
maintaining a system of internal controls directly related to, and
designed to provide reasonable assurance as to the integrity and
reliability of, financial reporting of the Trust. The Trustee is
also responsible for all estimates and accruals reflected in the
Trust's financial statements. The Evaluator determines the price
for each underlying Security included in the Trust's Portfolio of
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of the Trust included in the Trust's
Registration Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except that value on the date of
initial deposit (March 16, 1994) represents the cost of
investments to the Trust based on the offering side evaluations as
of this day. The cost of investments purchased subsequent to the
date of initial deposit is based on the offering side evaluations
as of the date of purchase.
(3) Income Taxes
The Trust is not an association taxable as a corporation for
Federal income tax purposes; accordingly, no provision is required
for such taxes.
(4) Expenses
The Trust pays annual Trustee's fees, estimated expenses and
Evaluator's fees and an annual Sponsor's portfolio supervision
fee, and may incur additional charges as explained under "Expenses
and Charges - Fees" and "- Other Charges" in Part B of this
Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
February 29, 1996
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the fifteenth day of each month after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Administration of the Trust - Distribution of Interest
and Principal" in Part B of this Prospectus.
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (March 16, 1994)
exclusive of accrued interest, computed on the basis set forth under
"Public Offering of Units - Public Offering Price" in Part B of this
Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of February 29, 1996 follows:
Original cost to investors $ 504,981
Less: Gross underwriting commissions (sales charge) (7,575)
Net cost to investors 497,406
Cost to investors of Units created during deposit
period 67,077,258
Cost of securities sold or redeemed (21,774,754)
Unrealized market appreciation 1,898,568
Net amount applicable to investors $47,698,478
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the period from
March 16, 1994
For the year ended (date of deposit)
February 29, 1996 to February 28, 1995
Principal distributions
during period $.2000 $ -
Net investment income
distributions during
period $.0530 $.0244
Net asset value at end
of period $.8037 $.9676
Trust Units outstanding
at end of period 59,580,981 69,500,000
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 7
February 29, 1996
Port-
folio Title of Securities Face Coupon Market
No. Contracted for<F3> Amount Rate Maturity Date Value<F4><F5>
<C> <S> <C> <C> <C> <C>
1. U.S. Treasury Note $11,910,000 6.250% 01/31/97 $12,014,570
2. U.S. Treasury Note 11,910,000 5.625 01/31/98 11,947,159
3. U.S. Treasury Note 11,910,000 5.500 02/28/99 11,884,155
4. U.S. Treasury Note 11,910,000 5.500 04/15/00 11,852,594
$47,640,000 $47,698,478
<F3> None of the Securities is redeemable by operation of optional call provisions.
<F4> The market value of the Securities as of February 29, 1996 was determined by the Evaluator on the
basis of bid side evaluations for the Securities at such date.
<F5> At February 29, 1996 the net unrealized market appreciation of Securities was comprised of the
following:
Gross unrealized market appreciation $1,898,568
Gross unrealized market depreciation -
Net unrealized market appreciation $1,898,568
The aggregate cost of the Securities to the Trust for Federal income tax purposes was $45,799,910
at February 29, 1996.
F-7
</TABLE>
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of the Evaluator, Independent Auditors and
Standard & Poor's Ratings Services; all other
consents were previously filed.
The following exhibits:
23. 1a. Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc.
1b. Consent of Independent Auditors.
1d. Consent of Standard & Poor's Ratings
Services, a division of The McGraw-Hill
Companies, Inc.
27. Financial Data Schedule.
<PAGE>
CONSENT OF COUNSEL
The consent of Counsel to the use of its name in the prospectus
included in this Registration Statement is contained in its opinion filed
as Exhibit 5 to this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Government Trust, U.S. Treasury Series 7,
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 2 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 2nd day of May, 1996.
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 7
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by the
following person in the following capacities and by the following persons
who constitute a majority of the Depositor's Board of Directors in The City
of New York and State of New York on this 2nd day of May, 1996.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director<F33> )
By: Thomas Hines
Thomas Hines
Attorney-in-fact<F33>
___________________
<F33> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F33>
Robert J. Dwyer Director<F33>
Christine A. Edwards Director<F33>
James F. Higgins Director<F33>
Stephen R. Miller Director<F33>
Richard F. Powers Director<F33>
Philip J. Purcell Director<F33>
___________________
<F33> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consent of Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc.
1b. Consent of Deloitte & Touche LLP
1d. Consent of Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc.
27. Financial Data Schedule
<PAGE>
Exhibit 23.1a.
Letterhead of KENNY S&P EVALUATION SERVICES,
A Division of J.J. Kenny Co., Inc.
May 2, 1996
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 the post-effective Amendment to the
Registration Statement File No. 33-49975 for the above-captioned trust. We
hereby acknowledge that Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc. is currently acting as the evaluator for the trust. We
hereby consent to the use in the Amendment of the reference to Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc. as evaluator.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated April 9, 1996, 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 LLP
May 2, 1996
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's Ratings Services,
A Division of The McGraw-Hill Companies, Inc.
May 2, 1996
Dean Witter Reynolds, Inc.
2 World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 7
It is our understanding that you are filing with the Securities
and Exchange Commission the second Post Effective Amendment on the above
captioned trust, SEC file number 33-49975.
Because the portfolio is composed solely of United States
Treasury Obligations fully guaranteed as to principal and interest by the
full faith and credit of the United States, we reaffirm the assignment of
an "AAA" rating to the units of the fund.
You have permission to use the name of Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. and the
above-assigned rating in connection with your dissemination of information
relating to these units, provided that it is understood that the rating is
not a "market" rating nor a recommendation to buy, hold, or sell the units
of the trust. Further, it should be understood the rating does not take
into account the extent to which fund expenses or portfolio asset sales for
less than the fund's purchase price will reduce payment to the unit holders
of the interest and principal required to be paid on the portfolio assets.
Standard & Poor's reserves the right to advise its own clients,
subscribers, and the public of the rating. Standard & Poor's relies on the
sponsor and its counsel, accountants, and
<PAGE>
-2-
other experts for the accuracy and completeness of the information
submitted in connection with the rating. Standard & Poor's does not
independently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the name of
Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. in connection with the rating assigned to the units in the
post-effective amendment referred to above. However, this letter should
not be construed as a consent by us, within the meaning of Section 7 of the
Securities Act of 1933, to the use of the name of Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. in connection with
the ratings assigned to the securities contained in the trust. You are
hereby authorized to file a copy of this letter with the Securities and
Exchange Commission.
Please be certain to send us a copy of your final prospectus as
soon as it becomes available. Should we not receive it within a reasonable
time after the closing or should it not conform to the representations made
to us, we reserve the right to withdraw the rating.
We are pleased to have had the opportunity to be of service to
you. If we can be of further help, please do not hesitate to call upon us.
Sincerely,
Sanford B. Bragg
Sanford B. Bragg
Managing Director
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
GOVERNMENT TRUST U.S. TREASURY PORTFOLIO
SERIES 7 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES
<NUMBER> 7
<MULTIPLIER> 1
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> Feb-29-1996
<PERIOD-START> Mar-1-1995
<PERIOD-END> Feb-29-1996
<INVESTMENTS-AT-COST> 45,799,910
<INVESTMENTS-AT-VALUE> 47,698,478
<RECEIVABLES> 360,578
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 48,059,056
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 172,125
<TOTAL-LIABILITIES> 172,125
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 45,802,715
<SHARES-COMMON-STOCK> 59,580,981
<SHARES-COMMON-PRIOR> 69,500,000
<ACCUMULATED-NII-CURRENT> 185,648
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,898,568
<NET-ASSETS> 47,886,931
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 3,565,182
<OTHER-INCOME> 0
<EXPENSES-NET> 125,719
<NET-INVESTMENT-INCOME> 3,439,463
<REALIZED-GAINS-CURRENT> 507,275
<APPREC-INCREASE-CURRENT> 1,972,017
<NET-CHANGE-FROM-OPS> 5,918,755
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,456,539
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 12,017,470
<NUMBER-OF-SHARES-SOLD> 500,000
<NUMBER-OF-SHARES-REDEEMED> 10,419,019
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 19,359,334
<ACCUMULATED-NII-PRIOR> 225,330
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
