Insured California Series 60
File No. 33-48855
Long Term Portfolio Series 123
File No. 33-25184
Investment Company Act No. 811-3676
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 5
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 MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
LONG TERM PORTFOLIO SERIES 123
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
Check box if it is proposed that this filing should
<PAGE>
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
Pursuant to Rule 429(b) under the Securities Act of
1933, the Registration Statement and prospectus con-
tained herein relates to Registration Statements
Nos.:
33-48855
33-25184
<PAGE>
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; Amendment
Indenture and Termination of the
Indenture
7. Changes of name *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
(a) Type of Securities Rights of Unit Holders
(Registered or Bearer)
(b) Type of Securities Administration of the
(Cumulative or Distribu- Trust-Distribution
tive)
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Rights of Holders as to Redemption; Public Of-
Withdrawal or Redemption fering of Units-
Secondary Market
(d) Rights of Holders as to Public Offering of
conversion, transfer, etc. Units-Secondary Market;
Exchange Option; Re-
demption; Rights of
Unit Holders-
Certificates
(e) Lapses or defaults with *30
respect to periodic pay-
ment plan certificates
(f) Voting rights as to Secu- Rights of Unit Holders-
rities under the Indenture Certain Limitations
(g) Notice to Holders as to Amendment and Termina-
change in: tion of the Indenture
1) Assets of Trust Administration of the
Trust-Reports to Unit
Holders; The Trust-
Summary Description of
the Portfolios
2) Terms and Conditions Amendment and Termina-
of Trust's Securities tion of the Indenture
3) Provisions of Trust Amendment and Termina-
tion of the Indenture
4) Identity of Depositor Sponsor; Trustee
and Trustee
(h) Security Holders' consent
required to change:
1) Composition of assets Amendment and Termina-
of Trust tion of the Indenture
__________________
*30 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 Termina-
of Trust's Securities tion of the Indenture
3) Provisions of Inden- Amendment and Termina-
ture tion of the Indenture
4) Identity of Depositor *30
and Trustee
(i) Other Provisions Cover of Prospectus;
Tax Status
11. Type of securities comprising The Trust-Summary De-
units scription of the Port-
folios; Objectives and
Securities Selection;
The Trust-Special Con-
siderations
12. Type of securities comprising *30
periodic payment certificates
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count; Expenses and
Charges
(b) Certain information re- *30
garding periodic payment
certificates
(c) Certain percentages Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Price differentials Public Offering of
Units - Public Offering
Price
(e) Certain other fees, etc. Rights of Unit Holders
payable by holders - Certificates
(f) Certain profits receivable Redemption -- Purchase
by depositor, principal by the Sponsors of
underwriters, trustee or Units Tendered for Re-
affiliated persons demption
(g) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders - Certifi-
cates
15. Receipt and handling of pay- Public Offering of
ments from purchasers Units-Profit of Sponsor
16. Acquisition and disposition of Introduction; Amendment
underlying securities and Termination of the
Indenture; Objectives
and Securities Selec-
tion; The Trust-Summary
Description of the
Portfolio; Sponsor-
Responsibility
17. Withdrawal or redemption by Se- Redemption; Public Of-
curity Holders fering of
Units-Secondary Market
18. (a) Receipt and disposition of Administration of the
income Trust; Reinvestment
Programs
(b) Reinvestment of distribu- Reinvestment Programs
tions
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Reserves or special fund Administration of the
Trust-Distribution
(d) Schedule of distribution *30
19. Records, accounts and report Administration of the
Trust-Records and Ac-
counts;-Reports to Unit
Holders
20. Certain miscellaneous provi- Amendment and Termina-
sions of the Indenture tion of the Indenture;
Sponsor - Limitation on
Liability - Resigna-
tion; Trustee -- Limi-
tation on Liability-
Resignation
21. Loans to security holders *30
22. Limitations on liability Sponsor, Trustee;
Evaluator - Limitation
on Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
the 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
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
28. Certain information as to offi-
cials and affiliated persons of
DeposItor Included in Form N-8B-2
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor *30
31. Payments by Depositor for cer- *30
tain other services
32. Payments by Depositor for cer- *30
tain other services rendered to
trust
33. Remuneration of employees of *30
Depositor for certain services
rendered to trust
34. Remuneration of other persons *30
for certain services rendered
to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's securi- Public Offering of
ties by states Units-Public Distribu-
tion
36. Suspension of sales of trust's *30
securities
37. Revocation of authority to dis- *30
tribute
38. (a) Method of distribution Public Offering of
(b) Underwriting agreements Units
(c) Selling agreements
39. (a) Organization of principal Sponsor
underwriter
(b) N.A.S.D. membership of
principal underwriter
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
40. Certain fees received by prin- Public Offering of
cipal underwriter Units-Profit of Sponsor
41. (a) Business of principal un- Sponsor
derwriter
(b) Branch officers of princi- *30
pal underwriter
(c) Salesman of principal un- *30
derwriter
42. Ownership of trust's securities *30
by certain persons
43. Certain brokerage commissions *30
received by principal under-
writer
44. (a) Method of valuation Public Offering of
Units
(b) Schedule as to offering *30
price
(c) Variation in offering Public Offering of
price to certain persons Units--Volume Discount;
Exchange Option
45. Suspension of redemption rights *30
46. (a) Redemption valuation Public Offering of
Units-Secondary Market;
Redemption
(b) Schedule as to redemption *30
price
47. Maintenance of position in un- See items 10(d), 44 and
derlying securities 46
V. Information concerning the Trustee or Custodian
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
48. Organization and regulation of Trustee
Trustee
49. Fees and expenses of Trustee Expenses and Charges
50. Trustee's lien Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
51. (a) Name and address of Insur- *30
ance Company
(b) Type of policies *30
(c) Type of risks insured and *30
excluded
(d) Coverage of policies *30
(e) Beneficiaries of policies *30
(f) Terms and manner of can- *30
cellation
(g) Method of determining pre- *30
miums
(h) Amount of aggregate premi- *30
ums paid
(i) Who receives any part of *30
premiums
(j) Other material provisions *30
of the Trust relating to
insurance
VII. Policy of Registrant
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
52. (a) Method of selecting and Introduction; Objec-
eliminating securities tives and Securities
from the Trust Selection; The Trust -
Summary Description of
the Portfolio; Sponsor
- Responsibility
(b) Elimination of securities *30
from the Trust
(c) Policy of Trust regarding Introduction; Objec-
substitution and elimina- tives and Securities
tion of securities Selection; Sponsor -
Responsibility
(d) Description of any funda- *30
mental policy of the Trust
53. Taxable status of the Trust Cover of Prospectus;
Tax Status
VIII. Financial and Statistical Information
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan certifi-
cates
56. Certain information regarding *30
periodic payment plan certifi-
cates
57. Certain information regarding *30
periodic payment plan certifi-
cates
58. Certain information regarding *30
periodic payment plan certifi-
cates
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition
__________________
*30 Not applicable, answer negative or not required.
<PAGE>
LOGO
DEAN WITTER SELECT
MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
Standard & Poor's Corporation Rating: AAA
LONG TERM PORTFOLIO SERIES 123
(Unit Investment Trusts)
These Trusts were formed for the purpose of providing interest
income which in the opinion of bond counsel is, under existing
law, excludable from gross income for Federal income tax pur-
poses (except in certain instances depending on the Unit Hold-
ers) and, in the case of the Insured California Trust only, is
exempt from State of California income taxes to individual Unit
Holders resident in the State of California, through investment
in a fixed portfolio consisting primarily of investment grade
long-term state, municipal and public authority debt obliga-
tions. The value of the Units of each of the Trusts will fluc-
tuate with the value of the portfolio of underlying Securities.
The Units of the Insured California Trust only are rated AAA by
Standard & Poor's Corporation because all of the Securities
have been irrevocably insured by insurance provided by the re-
spective Issuers thereof or obtained by third parties. Dean
Witter Select Municipal Trust, Long Term Portfolio Series 123
and Dean Witter Select Municipal Trust, Insured California Se-
ries 60 are each one of a series of unit investment trusts.
Minimum Purchase: 1 Unit.
This Prospectus consists of two parts. Part A contains a Sum-
mary of Essential Information and descriptive material relating
to the Trusts, and the portfolio and financial statements of
each Trust. Part B contains a general description of the
Trusts. Part A may not be distributed unless accompanied by
Part B.
The Initial Public Offering of Units in the Trusts has been
completed. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by pur-
<PAGE>
chase from the Trustee of Units tendered for redemption or in
the Secondary Market.
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Read and retain both parts of this Prospectus for future refer-
ence.
Units of the Trusts are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and the Units are not fed-
erally insured by the Federal Deposit Insurance Corporation,
Federal Reserve Board, or any other agency.
Prospectus Part A dated December 11, 1997
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.,
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
THE USE OF THE TERM "INSURED" IN THE NAME OF A TRUST DOES NOT
MEAN THAT THE TRUST UNITS ARE INSURED BY ANY GOVERNMENTAL OR
PRIVATE ORGANIZATION. THE TRUSTS UNITS ARE NOT INSURED.
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
LONG TERM PORTFOLIO SERIES 123
TABLE OF CONTENTS
Page
PART A
Table of Contents..................................... A-1
Summary of Essential Information...................... A-3
The Insured California Trust..................... A-11
The Long Term Uninsured Trust.................... A-20
Independent Auditor's Report.......................... F-1
PART B
Introduction.......................................... 1
The Trust............................................. 2
Special Considerations........................... 2
Summary Description of the Portfolios............ 3
Insurance on the Securities in an Insured Trust....... 21
Objectives and Securities Selection................... 25
The Units............................................. 26
Tax Status............................................ 27
Public Offering of Units.............................. 32
Public Offering Price............................ 32
Public Distribution.............................. 33
Secondary Market................................. 34
Profit of Sponsor................................ 35
Volume Discount.................................. 35
Exchange Option....................................... 36
Reinvestment Programs................................. 37
Redemption............................................ 38
Tender of Units.................................. 38
Computation of Redemption Price per Unit......... 39
Purchase by the Sponsor of Units Tendered 39
for Redemption .................................
Rights of Unit Holders................................ 40
Certificates..................................... 40
Certain Limitations.............................. 40
A-1
<PAGE>
Page
Expenses and Charges.................................. 40
Initial Expenses................................. 40
Fees............................................. 40
Other Charges.................................... 41
Administration of the Trust........................... 42
Records and Accounts............................. 42
Distribution..................................... 42
Distribution of Interest and Principal........... 42
Reports to Unit Holders.......................... 44
Sponsor............................................... 45
Trustee............................................... 47
Evaluator............................................. 48
Amendment and Termination of the Indenture............ 49
Legal Opinions........................................ 50
Auditors.............................................. 50
Bond Ratings.......................................... 50
Federal Tax Free vs. Taxable Income................... 54
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Evaluator:
Kenny S&P Evaluation Services
A Division of J.J. Kenny Co., Inc.
65 Broadway
New York, New York 10006
Trustee:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT
CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.
A-2
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
As of September 30, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $2,915,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0164%
NUMBER OF UNITS 2,908
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN Public Offering Price)<F2> 5.440%
THE TRUST REPRESENTED BY EACH UNIT 1/2,908th
ESTIMATED LONG TERM RETURN (based on
PUBLIC OFFERING PRICE Public Offering Price)<F2> 4.095%
Aggregate bid side evaluation
of Securities in the Trust $3,081,681.00 MONTHLY INTEREST DISTRIBUTIONS
Divided by 2,908 Units $ 1,059.73 Estimated net annual interest rate
per Unit times $1,000 $58.89
Plus sales charge of 2.114% of Divided by 12 $ 4.91
Public Offering Price (2.160%
of net amount invested in RECORD DATE: The ninth day of each month
Securities) 22.89
DISTRIBUTION DATE: The fifteenth day
Public Offering Price per Unit 1,082.62 of each month
Plus undistributed principal MINIMUM PRINCIPAL DISTRIBUTION: No
and net investment income and distribution need be made from the
accrued interest 19.96<F1> Principal Account if balance therein
is less than $1 per Unit outstanding
Adjusted Public Offering Price $ 1,102.58
TRUSTEE'S ANNUAL FEE AND EXPENSES
SPONSOR'S REPURCHASE PRICE AND (including estimated expenses and
REDEMPTION PRICE PER UNIT (based Evaluator's fee) $1.95 per $1,000
on bid side evaluation of under- face amount of underlying Securities $ 1.95
lying Securities, $47.44 less
than Adjusted Public Offering SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
Price per Unit) $ 1,079.69 FEE: Maximum of $.25 per $1,000 face
amount of underlying Securities .25
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER UNIT TOTAL ESTIMATED ANNUAL EXPENSES PER UNIT $ 2.20
(based on face amount of $1,000
per Unit) EVALUATOR'S FEE FOR EACH EVALUATION:
$.40 per issue of Security
Annual interest rate per Unit 6.109%
EVALUATION TIME: 4:00 P.M. New York Time
Less estimated annual expenses per
Unit ($2.20) expressed as a MANDATORY TERMINATION DATE: January 1, 2041
percentage .220%
DISCRETIONARY LIQUIDATION AMOUNT: The Trust
Estimated net annual interest rate may be terminated by the Sponsor if the
per Unit 5.889% value of the portfolio of the Trust at any
time is less than $1,218,000.
<F1>Figure shown includes interest accrued (net of expenses) on the underlying Securities to the expected
date of settlement (normally three business days after purchase) for Units purchased on September 30, 1997.
<F2>The estimated current return and estimated long term return are increased for transactions entitled to a
reduced sales charge. (See "The Units - Estimated Annual Income and Current Return" and "Public Offering of
Units - Volume Discount" in Part B of this Prospectus.
A-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
As of September 30, 1997
<S> <C> <S> <C>
FACE AMOUNT OF SECURITIES $2,380,000.00 DAILY RATE AT WHICH ESTIMATED NET
INTEREST ACCRUES PER UNIT .0172%
NUMBER OF UNITS 2,361
ESTIMATED CURRENT RETURN (based on
FRACTIONAL UNDIVIDED INTEREST IN THE Public Offering Price)<F13> 5.603%
TRUST REPRESENTED BY EACH UNIT 1/2,361th
ESTIMATED LONG TERM RETURN (based on
PUBLIC OFFERING PRICE Public Offering Price)<F14> 4.593%
Aggregate bid side evaluation MONTHLY INTEREST DISTRIBUTIONS
of Securities in the Trust $2,526,815.00
Estimated net annual interest rate
Divided by 2,361 Units $ 1,070.23 per Unit times $1,000 $62.02
Divided by 12 $ 5.17
Plus sales charge of 3.307% of
Public Offering Price (3.420% RECORD DATE: The ninth day of each month
of net amount invested in
Securities) 36.60 DISTRIBUTION DATE: The fifteenth
day of each month
Public Offering Price per Unit 1,106.83
MINIMUM PRINCIPAL DISTRIBUTION: No
Plus undistributed principal and distribution need be made from the
net investment income and Principal Account if balance therein
accrued interest 22.23<F12> is less than $1 per Unit outstanding
Adjusted Pubic Offering Price $ 1,129.06 TRUSTEE'S ANNUAL FEE AND EXPENSES
(including estimated expenses and
SPONSOR'S REPURCHASE PRICE AND Evaluator's fee) $2.06 per $1,000
REDEMPTION PRICE PER UNIT face amount of underlying Securities $ 2.06
(based on bid side evaluation of
underlying Securities, $36.60 SPONSOR'S ANNUAL PORTFOLIO SUPERVISION
less than Adjusted Public FEE: Maximum of $.25 per $1,000 face
Offering Price per Unit) $ 1,092.46 amount of underlying Securities .25
CALCULATION OF ESTIMATED NET TOTAL ESTIMATED ANNUAL EXPENSES PER UNIT $ 2.31
ANNUAL INTEREST RATE PER UNIT
(based on face amount of $1,000 per EVALUATOR'S FEE FOR EACH EVALUATION:
Unit) $.40 per issue of Security
Annual interest rate per Unit 6.433% EVALUATION TIME: 4:00 P.M. New York Time
Less estimated annual expenses per MANDATORY TERMINATION DATE: January 1, 2041
Unit ($2.31) expressed as a
percentage .231% DISCRETIONARY LIQUIDATION AMOUNT: The Trust
may be terminated by the Sponsor if the
Estimated net annual interest rate value of the portfolio of the Trust at any
per Unit 6.202% time is less than $1,200,000.
<F12>Figure shown includes interest accrued (net of expenses) on the underlying Securities to the expected
date of settlement (normally three business days after purchase) for Units purchased on September 30, 1997.
<F13>The estimated current return and estimated long term return are increased for transactions entitled to a
reduced sales charge. (See "The Units - Estimated Annual Income and Current Return" and "Public Offering of
Units - Volume Discount" in Part B of this Prospectus.)
A-4
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUSTS -- The Dean Witter Select Municipal Trust,
Insured California Series 60 (the "Insured California Trust")
and Long Term Portfolio Series 123 (the "Long Term Uninsured
Trust") are two separate unit investment trusts (collectively,
the "Trusts") created on October 14, 1992 (the "Date of De-
posit"), under the laws of the State of New York pursuant to an
Indenture as defined in Part B. Each of the Trusts is composed
of "investment grade" long-term interest-bearing municipal
bonds (the "Securities"). (For a description of the meaning of
"investment grade" securities, see: "Bond Ratings", in
Part B.) The objectives of each Trust are: (1) the receipt of
income which, under existing law, is excludable from gross in-
come for Federal income tax purposes (except in certain in-
stances depending on the Unit Holders) and, in the case of the
Insured California Trust only, is exempt from State of Califor-
nia income taxation to individual Unit Holders resident in the
State of California; and (2) the conservation of capital. The
payment of interest and the preservation of principal of the
Trusts is dependent on the continuing ability of the respective
Issuers of the Securities or the bond insurers thereof to meet
their obligations to pay principal and interest on the Securi-
ties. Therefore, there is no guarantee that the objectives of
the Trusts will be achieved. All of the Securities in each of
the Portfolios are obligations of states or of the counties,
municipalities or public authorities thereof. Interest on the
Securities, in the opinion of bond counsel or special tax coun-
sel to the Issuers thereof, under existing law, is excludable
from gross income for Federal income tax purposes (except in
certain instances depending on the Unit Holders) and, in the
case of the Insured California Trust only, is exempt from State
of California income taxes when owned by individual Unit Hold-
ers resident in the State of California. (For a discussion of
certain tax aspects of the Trusts, see: "Tax Status", in
Part B. For a discussion of certain state tax aspects of the
Insured California Trust, see: "Special Considerations Regard-
ing California Securities -- California Tax Status", herein.)
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY
MAY ONLY BE MADE IN THOSE JURISDICTIONS IN WHICH THE UNITS OF
EACH TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT
ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE
UNITS OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE IN
THE STATE IN WHICH THEY RESIDE.
INSURANCE -- A policy of insurance guaranteeing the
scheduled payment of principal and interest ("Bond Insurance")
has been obtained from the bond insurers indicated on the
"Schedule of Portfolio Securities", herein, and paid for by the
Issuers of the Securities, or by third parties, for all the Se-
A-4
<PAGE>
curities in the Insured California Trust. The policies of Bond
Insurance are non-cancellable and cover default in the payment
of principal and interest on the Securities so insured so long
as such Securities remain outstanding, whether they are held in
the Insured California Trust or not. Bond Insurance on all Se-
curities in the Insured California Trust relates only to the
Securities in such Insured California Trust and not to the
Units offered hereby. No representation is made herein as to
any bond insurer's ability to meet its obligations under a pol-
icy of Bond Insurance relating to a Security in the Insured
California Trust. However, as a result of such Bond Insurance,
the Securities, as well as the Units of the Insured California
Trust only, are rated "AAA" by Standard & Poor's Corporation.
There can be no assurance that such "AAA" ratings will be re-
tained. (See: "Insurance on the Securities in an Insured
Trust", in Part B.)
MONTHLY DISTRIBUTIONS -- Monthly distributions of
principal, premium, if any, and interest received by each Trust
will be made on or shortly after the fifteenth day of each
month to Unit Holders of record on the ninth day of such month.
Alternatively, Unit Holders may elect to have their monthly
distributions reinvested in either of the Reinvestment Programs
of the Sponsor, neither of which are insured. (See:
"Reinvestment Programs", in Part B.)
PUBLIC OFFERING PRICE -- The Public Offering Price
per Unit of each Trust is calculated daily, and is equal to the
aggregate bid side evaluation of the underlying securities, di-
vided by the number of Units outstanding, plus a sales charge
which may be calculated by reference to "Sales Charge/Volume
Discount", below, plus the per Unit balance in the Interest and
Principal Accounts. Units are offered at the Public Offering
Price, plus accrued interest. (See: "Public Offering of
Units", in Part B.)
ESTIMATED CURRENT RETURN -- The Estimated Current Re-
turn shows the return based on the Public Offering Price and is
computed by multiplying the estimated net annual interest rate
per Unit (which shows the return based on a $1,000 face amount)
by $1,000 and dividing the result by the Public Offering Price
(not including accrued interest). The net annual interest rate
per Unit will vary with changes in the fees and expenses of the
Trustee, the Sponsor and the Evaluator and with the exchange,
redemption, sale or maturity of the underlying Securities. In
addition, the Public Offering Price will also vary with fluc-
tuations in the bid side evaluation of the underlying Securi-
ties. Therefore, it can be expected that the Estimated Current
Return will fluctuate in the future. (See: "The Units -- Es-
timated Annual Income and Current Return", in Part B.)
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<PAGE>
MARKET FOR UNITS -- The Sponsor, though not obligated
to do so, intends to maintain a market for the Units based on
the aggregate bid side evaluation of the underlying Securities,
as more fully described in Part B -- "Public Offering of Units
-- Secondary Market". If such market is not maintained, a Unit
Holder will be able to dispose of its Units through redemption
at prices based on the aggregate bid side evaluation of the un-
derlying Securities. (See: "Redemption", in Part B.) 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 Trusts should be made with an understanding of the risks
which an investment in fixed rate long term debt obligations
may entail, including the risk that the value of the Units will
decline with increases in interest rates. The Insured Califor-
nia Trust is considered to be concentrated in Tax Allocation
Securities and Pre-refunded/Escrowed to Maturity(43.13% and
25.10%, respectively, of the aggregate market value of the In-
sured California Trust Portfolio). The Long Term Uninsured
Trust is considered to be concentrated in Health Care and Hos-
pital Securities (47.52% of the aggregate market value of the
Long Term Uninsured Trust Portfolio). (See: "The Trust --
Special Considerations" and "The Trust -- Summary Description
of the Portfolios", in Part B. See also: "The Insured Cali-
fornia Trust" or "The Long Term Uninsured Trust", herein, for a
discussion of additional risks relating to Units of such
Trust.)
OTHER INFORMATION -- The Securities in the Portfolio
of each Trust were chosen in part on the basis of their respec-
tive maturity dates. A long term Trust contains obligations
maturing in 15 years or more from the Date of Deposit. The ma-
turity date of each of the Trusts is January 1, 2041. The lat-
est maturity of a Security in the Insured California Trust is
May 2024; and the average life to maturity (or date of pre-
refunding of a bond) of the Portfolio of Securities therein is
17.735 years. The latest maturity of a Security in the Long
Term Uninsured Trust is January 2032; and the average life to
maturity (or date of pre-refunding of a bond) of the Portfolio
of Securities therein is 17.809 years. The actual maturity
dates of each of the Securities contained in each Trust are
shown on the respective "Schedule of Portfolio Securities",
herein.
The Trustee shall receive annually .75 cents per
$1,000 principal amount of Securities in each Trust for its
services as Trustee. See: "Expenses and Charges", in Part B,
for a description of other fees and charges which may be in-
curred by a Trust.
A-6
<PAGE>
SALES CHARGE/VOLUME DISCOUNT -- 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 depend-
ing 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 cal-
culations, and dividing this total by the number of Units then
outstanding. In calculating the date of maturity, a Security
will be considered to mature on its stated maturity dated un-
less: (a) the Security has been called for redemption or funds
or securities have been placed in escrow to redeem it on an
earlier call date, in which case the call date will be deemed
the date on which such Security matures; or (b) the Security is
subject to a mandatory tender, in which case the mandatory ten-
der date will be deemed the date on which such Security ma-
tures.
(as % of bid (as % of Public
Time to Maturity side evaluation) Offering Price)
Less than one year............ 0% 0%
1 year to less than 2 years... 0.756% 0.75%
2 years to less than 4 years.. 1.523% 1.50%
4 years to less than 7 years.. 2.564% 2.50%
7 years to less than 11 years. 3.627% 3.50%
11 years to less than 15 years 4.712% 4.50%
15 years and greater.......... 5.820% 5.50%
The Effective Sales Charge per Unit for a sale in the
secondary market, as determined above, will be reduced on a
graduated scale for sales to any single purchaser on a single
day of the specified number of Units of a Trust set forth be-
low.
Dealer Concession
% of Effective as % of Effective
Number of Units Sales Charge Sales Charge
1-99.................... 100% 65%
100-249................. 95% 62%
250-499................. 85% 55%
500-999................. 70% 45%
1,000 or more........... 55% 35%
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<PAGE>
To qualify for the reduced sales charge and conces-
sion applicable to quantity purchases, the selling dealer must
confirm that the sale is to a single purchaser, as described in
"Volume Discount" in Part B of the Prospectus.
Units purchased at an Effective Sales Charge (before
volume purchase discount) of less than 3.00% of the Public Of-
fering Price (3.093% of the bid side evaluation of the Securi-
ties) will not be eligible for exchange at a reduced sales
charge described under the Exchange Option.
Dealers purchasing certain dollar amounts of Units
during the life of the Trusts may be entitled to additional
concessions. The Sponsor reserves the right, at any time and
from time to time, to change the level of dealer concessions.
For further information regarding the volume dis-
count, see: "Public Offering of Units -- Volume Discount", in
Part B.
Note: "Auditors" in Part B is amended so that
"Deloitte & Touche" is replaced with "Deloitte & Touche LLP";
"Evaluator" in Part B is amended so that "Kenny S&P Evaluation
Services, a division of Kenny Information Systems, Inc." is re-
placed with "Kenny S&P Evaluation Services, a Division of J.J.
Kenny Co., Inc."; and "Trustee" in Part B is amended so that
"United States Trust Company of New York, with its principal
place of business at 114 West 47th Street, New York, New York
10036, and its unit investment trust office at 770 Broadway,
New York, New York 10003" is replaced with "The Chase Manhattan
Bank, a New York Bank with its principal executive office lo-
cated at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, New York, New York
10004". The reference to the fifth and five business day in
"Redemption -- Computation of Redemption Price per Unit" and
"Administration of the Trust -- Distribution of Interest and
Principal" in Part B is amended to read third and three, re-
spectively.
A-8
<PAGE>
THE INSURED CALIFORNIA TRUST
The Portfolio of the Insured California Trust con-
sists of eight issues of Securities, all of which were issued
by Issuers located in California. None of the issues of Secu-
rities is a general obligation of an Issuer. All eight issues
of Securities, while not backed by the taxing power of the Is-
suer, are payable from revenues or receipts derived from spe-
cific projects or other available sources. The Insured Cali-
fornia Trust contains the following categories of Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
Category of Security (as of November 1 1996)
Electric and Power................ 15.18%
Tax Allocation.................... 43.13%
Water and Sewer................... 16.59%
Prerefunded/Escrowed to Maturity.. 25.10%
Original Issue Discount........... 88.01%
See: "The Trust -- Summary Description of the Port-
folios", in Part B, for a summary of the investment risks asso-
ciated with the type of Securities contained in the Insured
California Trust. See: "Tax Status", in Part B, for a discus-
sion of certain tax considerations with regard to Original Is-
sue Discount.
Of the Original Issue Discount bonds in the Insured
California Trust, approximately 1.72% of the aggregate princi-
pal amount of the Securities in the Insured California Trust
(or .50% of the market value of all Securities in the Insured
California Trust on November 21, 1997) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier
bonds, capital accumulator bonds, compound interest bonds and
discount maturity payment bonds).
On November 21, 1997, based on the bid side of the
market, the aggregate market value of Securities in the Insured
California Trust was $3,080,297.21.
The Securities in the Insured California Trust are
insured to maturity by the insurance obtained by the Issuers or
by third parties from the following insurance companies:
AMBAC: 8.30%; FGIC: 16.59%; and MBIA: 75.11%.a
a Percentages computed on the basis of the aggregate bid
side evaluation of the Securities in the Insured Califor-
Footnote continued on next page.
A-9
<PAGE>
On November 1, 1996, all of the Securities in the In-
sured California Trust were rated "AAA" by Standard & Poor's
Corporation because of the Bond Insurance policies issued in
respect of such Securities. (See: the respective "Schedule of
Portfolio Securities", herein, and "Bond Ratings", in Part B.)
A Security in the Portfolio may subsequently cease to be rated
or the rating assigned may be reduced below the minimum re-
quirements of the Insured California Trust for the acquisition
of Securities. While such events may be considered by the
Sponsor in determining whether to direct the Trustee to dispose
of the Security (see: "Sponsor -- Responsibility", in Part B),
such events do not automatically require the elimination of
such Security from the Portfolio.
SPECIAL CONSIDERATIONS REGARDING CALIFORNIA SECURITIES
The State Trust will be affected by any political,
economic or regulatory developments affecting the ability of
California issuers to pay interest or repay principal on their
obligations. Various developments regarding the California
Constitution and State statutes which limit the taxing and
spending authority of California governmental entities may im-
pair the ability of California issuers to maintain debt service
on their obligations. The following information constitutes
only a brief summary and is not intended as a complete descrip-
tion.
In 1978, Proposition 13, an amendment to the Califor-
nia Constitution, was approved, limiting real property valua-
tion for property tax purposes and the power of local govern-
ments to increase real property tax revenues and revenues from
other sources. Legislation adopted after Proposition 13 pro-
vided for assistance to local governments, including their dis-
tribution of the then-existing surplus in the General Fund, re-
allocation of revenues to local governments, and assumption by
State of certain local government obligations. However, more
recent legislation reduced such state assistance. There can be
no assurance that any particular level of State aid to local
governments will be maintained in future years. In Nordinger
v. Hahn, the United States Supreme Court upheld certain provi-
sions of Proposition 13 against claims that it violated the
equal protection clause of the Constitution.
In 1979, an amendment was passed adding Article XIIIB
to the State Constitution. As amended in 1990, Article XIIIB
imposes an "appropriations limit" on the spending authority of
Footnote continued from previous page.
nia Trust on November 21, 1997.
A-10
<PAGE>
the State and local government entities. In general, the ap-
propriations limit is based on certain 1978-79 expenditures,
adjusted annually to reflect changes in the cost of living,
population and certain services provided by State and local
government entities. The "appropriations limit" does not in-
clude appropriations for qualified capital outlay projects,
certain increases in transportation-related taxes, and certain
emergency appropriations.
In a government entity raises revenues beyond its
"appropriation limit" in any year, a portion of the excess
which cannot be appropriated within the following year's limit
must be returned to the entity's taxpayers within two subse-
quent fiscal years, generally by a tax credit, refund or tempo-
rary suspension of tax rates or fee schedules. "Debt service"
is excluded from these limitations, and is defined as
"appropriations required to pay the cost of interest and re-
demption charges, including the funding of any reserve or sink-
ing fund required in connection therewith, on indebtedness ex-
isting or legally authorized as of January 1, 1979 or on bonded
indebtedness thereafter approved [by the voters]." In addi-
tion, Article XIIIB requires the State Legislature to establish
a prudent State reserve, and to require the transfer of 50% of
excess revenue to the State School Fund; any amounts allocated
to the State School Fund will increase the appropriations
limit.
In 1986, California voters approved an initiative
statute known as Proposition 62. This initiative (i) requires
that any tax for general governmental purposes imposed by local
governments be approved by resolution or ordinance adopted by a
two-thirds vote of the governmental entity's legislative body
and by a majority vote of the electorate of the governmental
entity, (ii) requires that any special tax (defined as tax lev-
ied for other than general governmental purposes) imposed by
local governmental entity be approved by a two-thirds vote of
the voters within that jurisdiction, (iii) restricts the use of
revenues from a special tax to the purposes or for the service
for which the special tax was imposed, (iv) prohibits the impo-
sition of ad valorem taxes on real property by local governmen-
tal entities except as permitted by the Proposition 13 amend-
ment, (v) prohibits the imposition of transaction taxes and
sales taxes on the sale of real property by local governments,
(vi) requires that any tax imposed by a local government on or
after August 1, 1985 be ratified by a majority vote of the
electorate within two years of the adoption of the initiative
or be terminated by November 15, 1989, (vii) requires that, in
the event a local government fails to comply with the provi-
sions of this measure, a reduction of the amount of property
tax revenue allocated to such local government occurs in an
amount equal to the revenues received by such entity attribut-
able to the tax levied in violation of the initiative, and
A-11
<PAGE>
(viii) permits these provisions to be amended exclusively by
the voters of the State of California.
In September 1995, the California Supreme Court up-
held the constitutionality of Proposition 62, creating uncer-
tainty as to the legality of certain local taxes enacted by
noncharter cities in California without voter approval. It is
not possible to predict the impact of the decision.
In November 1988, California voters approved Proposi-
tion 98. This initiative requires that revenues in excess of
amounts permitted to be spent and which would otherwise be re-
turned by revisions of tax rates or fee schedules, be trans-
ferred and allocated (up to a maximum of 40%) to the State
School Fund and be expended solely for purposes of instruc-
tional improvement and accountability. No such transfer or al-
location of funds will be required if certain designated state
officials determine that annual student expenditures and class
size meet certain criteria as set forth in Proposition 98. All
funds allocated to the State School Fund shall cause the appro-
priation limits to be annually increased for any such alloca-
tion made in the prior year. Proposition 98 also requires the
State of California to provide a minimum level of funding for
public schools and community colleges. The initiative permits
the enactment of legislation, by a two-thirds vote, to suspend
the minimum funding requirement for one year.
In November 1996, California voters approved Proposi-
tion 218. This initiative applied the provisions of Proposi-
tion 62 to all entities, including charter cities. It requires
that all taxes for general purposes obtain a simple majority
popular vote and that taxes for special purposes obtain a two-
thirds majority vote. Prior to the effectiveness of Proposi-
tion 218, charter cities could levy certain taxes such as tran-
sient occupancy taxes and utility user's taxes without a popu-
lar vote. Proposition 218 will also limit the authority of lo-
cal governments to impose property-related assessments, fees
and charges, requiring that such assessments be limited to the
special benefit conferred and prohibiting their use for general
governmental services. Proposition 218 also allows voters to
use their initiative power to reduce or repeal previously
authorized taxes, assessments, fees and charges.
Certain tax-exempt securities in which the State
Trust may invest may be obligations payable solely from the
revenues of specific institutions, or may be secured by spe-
cific properties, which are subject to provisions of California
law that could adversely affect the holders of such obliga-
tions. For example, the revenues of California health care in-
stitutions may be subject to state laws, and California law
limits the remedies of a creditor secured by a mortgage or deed
of trust on real property.
A-12
<PAGE>
From 1990 to 1993, California (the "State") faced the
worst economic, fiscal and budget conditions since the 1930s.
Construction, manufacturing (especially aerospace), exports and
financial services, among others, were severely affected. Job
losses were the worst of any post-war recession and have been
estimated to exceed 800,000. California's economy has been re-
covering and growing steadily stronger since the start of 1994.
The rate of economic growth in California in 1996, in terms of
job gains, exceeded that of the rest of the United States. The
State added nearly 350,000 jobs during 1996, surpassing its
pre-recession employment peak of 12.7 million jobs. Another
380,000 jobs are expected to be created in 1997. The unemploy-
ment rate, while still higher than the national average, fell
to the low 6 percent range in mid-1997, compared to over 10
percent during the recession. Many of the new jobs were cre-
ated in such industries as computer services, software design,
motion pictures and high technology manufacturing. Business
services, export trade and other manufacturing also experienced
growth. All major economic regions of the State grew, with
particularly large gains in the Silicon Valley region of North-
ern California. Personal income grew by over 7 percent of $55
billion in 1996. The residential construction sector of the
State's economy remained weak in 1996, with permits for new
housing increasing modestly from the previous year. In addi-
tion, the restructuring and consolidation occurring in Califor-
nia's aerospace and financial services industries, while aimed
at making the companies involved more efficient and competitive
in the longer term, has produced some negative economic conse-
quences in the shorter term, including uncertain job outlook
for many workers.
The recession affected State tax revenues, which mir-
ror economic conditions. It has also caused increased expendi-
tures of health and welfare programs. The State has also been
facing a structural imbalance in its budget with the largest
programs supported by the General Fund (K-12 schools and commu-
nity college, health, welfare and corrections) growing at rates
higher than the growth rates for the principal revenue sources
of the General Funds. (The General Fund, the State's main op-
erating fund, consists of revenues which are not required to be
credited to any other fund.) As a result, the State has expe-
rienced recurring budget deficits. With the end of the reces-
sion, the State's financial condition has improved in the 1995-
96 and 1996-97 fiscal years, with a combination of better than
expected revenues, slowdown in growth of social welfare pro-
grams, and continued spending restraint. As of June 30, 1997,
the State's budget reserve had a positive cash balance of $281
million. No deficit borrowing has occurred at the end of the
last two fiscal years and the State's cash flow borrowing was
limited to $3 billion in 1996-97.
A-13
<PAGE>
On December 6, 1994, Orange County, California (the
"County"), together with its pooled investment funds (the
"Pools"), filed for protection under Chapter 9 of the federal
Bankruptcy Code. On June 12, 1996, Orange County emerged from
bankruptcy after the successful sale of $880 million in munici-
pal bonds allowed the county to pay off the last of its credi-
tors. On January 7, 1997, Orange County returned to the mu-
nicipal bond market with a $136 million bond issue maturing in
13 years at an insured yield of 7.23 percent.
Los Angeles County, the nation's largest county, is
also experiencing financial difficulty. In August 1995 the
credit rating of the County's long-term bonds was downgraded
for the third time since 1992 as a result of, among other
things severe operating deficits for the County's health care
system. In addition, the County was affected by an ongoing
loss of revenue caused by state property tax shift initiatives
in 1993 through 1995. In June 1997, the Los Angeles County
Board of Supervisors approved an approximately $12 billion
1997-98 budget containing measures to eliminate a $157 million
deficit. The County's budgetary difficulties have continued
and their effect, as well as the effect of the improving Cali-
fornia economy, on the 1997-1998 budget is still uncertain.
1997-98 Fiscal Year Budget
On August 18, 1997, the Governor signed the 1997-98
Budget Act. The Budget Act anticipates General Fund revenues
and transfers of $52.5 billion (a 6.8 percent increase over the
final 1996-97 levels), and expenditures of $52.8 billion (an
8.0 percent increase from the 1996-97 levels). On a budgetary
basis, the budget reserve (SFEU) is projected to decrease from
$408 million June 30, 1997 to $112 million at June 30, 1998.
The Budget Act also includes Special Fund expenditures of $14.4
billion (as against estimated Special Fund revenues of $14.0
billion), and $2.1 billion of expenditures from various Bond
Funds. Following enactment of the Budget Act, the State imple-
mented its annual cash flow borrowing programs, issuing $3 bil-
lion of notes which mature on June 30, 1998.
The following are major features of the 1997-98
Budget Act:
1. For the second year in a row, the Budget con-
tains a large increase in funding for K-14 education, reflect-
ing strong revenues which have exceeded initial budgeted
amounts. Part of the nearly $1.75 billion in increased spend-
ing is allocated to prior fiscal years.
2. The Budget Act reflects a $1.235 billion pension
case judgment payment, and returns funding of the State's pen-
sion contribution to the quarterly basis existing prior to the
A-14
<PAGE>
deferral actions invalidated by the courts. In May 1997, the
California Supreme Court in PERS v. Wilson made final a judg-
ment against the State requiring an immediate payment from the
General Fund to the Public Employees Retirement Fund ("PERF")
to make up certain deferrals in annual retirement fund contri-
butions which had been legislated in earlier years for budget
savings, and which the courts found to be unconstitutional. On
July 30, 1997, at the Governor's direction, the Controller
transferred $1.235 billion from the General Fund to the PERF in
satisfaction of the judgment, representing the principal amount
of the improperly deferred payments from 1995-96 and 1996-97.
No provision exists for any additional payments relating to
this court case.
3. Continuing the third year of a four-year
"compact" which the State Administration has made with higher
education units, funding from the General Fund for the Univer-
sity of California and California State University has in-
creased by about 6 percent ($121 million and $107 million, re-
spectively), and there was no increase in student fees.
4. Because of the effect of the pension payment,
most other State programs were continued at 1996-97 levels.
5. Health and welfare costs are contained, continu-
ing generally the grant levels from prior years, as part of the
initial implementation of the new CalWORKs reform program.
6. Unlike prior years, this Budget Act does not de-
pend on uncertain federal budget actions. About $300 million
in federal funds, already included in the federal FY 1997 and
1998 budgets, is included in the Budget Act, to offset incar-
ceration costs for illegal immigrants.
7. The Budget Act contains no tax increases, and no
tax reductions. The Renters Tax Credit was suspended for an-
other year, saving approximately $500 million.
After enactment of the Budget Act, and prior to the
end of the Legislative Session on September 13, 1997, the Leg-
islature and the Governor reaches certain agreements related to
State expenditures and taxes. The Legislature passed a bill
restoring $203 million of education-related expenditures which
the Governor had vetoed in the original Budget Act, based
agreement with the Governor on an education testing program.
The Legislature also passed a bill to restore $48 million of
welfare cost savings which had been part of earlier legislation
vetoed by the Governor. The Legislature also passed several
bills encompassing a coordinated package of fiscal reforms,
mostly to take effect after the 1997-98 Fiscal Year. Included
in the legislation already signed by the Governor are a variety
of phased-in tax cuts, conformity with certain provisions of
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<PAGE>
the federal tax reform law passed earlier in the year, and re-
form of funding for county trial courts, with State to assume
greater financial responsibility.
THE FOREGOING DISCUSSION OF THE 1997-98 FISCAL YEAR
BUDGET IS BASED IN LARGE PART ON STATEMENTS MADE IN A RECENT
"PRELIMINARY OFFICIAL STATEMENT" DISTRIBUTED BY THE STATE OF
CALIFORNIA. IN THAT DOCUMENT, THE STATE INDICATED THAT ITS
DISCUSSION OF THE FISCAL YEAR BUDGET IS BASED ON ESTIMATES AND
PROJECTIONS OF REVENUES AND EXPENDITURES FOR THE CURRENT FISCAL
YEAR AND MUST NOT BE CONSTRUED AS STATEMENTS OF FACT. THE
STATE NOTED FURTHER THAT THE ESTIMATES AND PROJECTIONS ARE
BASED UPON VARIOUS ASSUMPTIONS WHICH MAY BE AFFECTED BY
NUMEROUS FACTORS, INCLUDING FUTURE ECONOMIC CONDITIONS IN THE
STATE AND THE NATION, AND THAT THERE CAN BE NO ASSURANCE THAT
THE ESTIMATES WILL BE ACHIEVED.
State Indebtedness
As of November 1, 1997, the State had over $18.23
billion aggregate amount of its general obligation bonds out-
standing. General obligation bond authorizations in an aggre-
gate amount of approximately $7.26 billion remained unissued as
of November 1, 1997. The State also builds and acquires capi-
tal facilities through the use of lease purchase borrowing. As
of November 1, 1997, the State had approximately $6.09 billion
of outstanding Lease-Purchase Debt.
In addition to the general obligation bonds, State
agencies and authorities had approximately $22.24 billion ag-
gregate principal amount of revenue bonds and notes outstanding
as of September 30, 1997. Revenue bonds represent both obliga-
tions payable from State revenue-producing enterprises and pro-
jects, which are not payable from the General Fund, and conduit
obligations payable only from revenues paid by private users of
facilities financed by the such revenue bonds. Such enter-
prises and projects include transportation projects, various
public works and exposition projects, educational facilities
(including the California State University and University of
California systems), housing, health facilities and pollution
control facilities.
Litigation
The State is a party to numerous legal proceedings,
many of which normally occur in governmental operations. In
addition, the State is involved in certain other legal proceed-
ings that, if decided against the State, might require the
State to make significant future expenditures or impair future
revenue sources.
Ratings
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<PAGE>
Because of the State's continuing budget problems,
the State's General Obligation bonds were downgraded in July
1994 to A1 from Aa by Moody's, to A from A+ by Standard &
Poor's, and to A from AA by Fitch. All three rating agencies
expressed uncertainty in the State's ability to balance the
budget by 1996. However, in 1996, citing California's improv-
ing economy and budget situation, both Fitch and Standard &
Poor's raised their ratings from A to A+. In October 1997,
Fitch raised its rating from A+ to AA- referring to Califor-
nia's fundamental strengths, the extent of economic recovery
and the return of financial stability.
The Sponsor believes the information summarized above
describes some of the more significant aspects relating to the
California Trust. The sources of such information are Prelimi-
nary Official Statements and Official Statements relating to
the State's general obligation bonds and the State's revenue
anticipation notes, or obligations of other issuers located in
the State of California, or other publicly available documents.
Although the Sponsor has not independently verified this infor-
mation, it has no reason to believe that such information is
not correct in all material respects.
California Tax Status
On the Date of Deposit, special California counsel
for the Sponsor rendered an opinion under the then existing
California state income tax law which read as follows:
The Insured Trust is not an association taxable as a
corporation under the income tax laws of the State of
California;
The income, deductions and credits against tax of the
Insured Trust will be treated as the income, deductions
and credits against tax of the holders of Units in the In-
sured Trust under the income tax laws of the State of
California;
Interest on the bonds held by the Insured Trust to
the extent that such interest in exempt from taxation un-
der California law will not lose its character as tax-
exempt income merely because that income is passed through
to the holders of Units; however, a corporation subject to
the California franchise tax is required to include that
interest income in its gross income for purpose of deter-
mining its franchise tax liability;
Each holder of a Unit in the Insured Trust will have
a taxable event when the Insured Trust disposes of a bond
(whether by sale, exchange, redemption, or payment at ma-
turity) or when the Unit holder redeems or sells his
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<PAGE>
Units. The total tax cost of each Unit to a holder of a
Unit in the Insured Trust is allocated among each of the
bond issues held in the Insured Trust (in accordance with
the proportion of the Insured Trust comprised by each bond
issue) in order to determine the holder's per Unit tax
cost for each bond issue, and the tax cost reduction re-
quirements relating to amortization of bond premium will
apply separately to the per Unit tax cost of each bond is-
sue. Therefore, under some circumstances, a holder of a
Unit may realize taxable gain when the Insured Trust dis-
poses of a bond or the holder's Units are sold or redeemed
for an amount equal to or less than his original cost of
the bond or Unit;
Each holder of a Unit in the Insured Trust is deemed
to be the owner of a pro rata portion of the Insured Trust
under the personal property tax laws of the State of Cali-
fornia;
Each Unit holder's pro rata ownership of the bonds
held by the Insured Trust, as well as the interest income
therefrom, is exempt from California personal property
taxes; and
Amounts paid in lieu of interest on defaulted bonds
held by the Trustee under policies of insurance issued
with respect to such bonds will be excludable from gross
income for California income tax purposes if, and to the
same extent as, those amounts would have been so exclud-
able if paid as interest by the respective issuer.
In the opinion of Paul, Hastings, Janofsky & Walker,
LLP, special California counsel to the Sponsor, no change in
law has occurred since the Date of Deposit which would require
a change in the above opinion.
THE LONG TERM UNINSURED TRUST
The Portfolio of the Long Term Uninsured Trust con-
sists of twelve issues of Securities, which were issued by Is-
suers located in nine states. None of the issues of Securities
is a general obligation of an Issuer. All twelve issues of Se-
curities, while not backed by the taxing power of the Issuer,
are payable from revenues or receipts derived from specific
projects or other available sources. The Long Term Uninsured
Trust contains the following categories of Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
Category of Security (as of November 1,1996)
General Revenue Lease Payment.... 27.43%
Health Care and Hospital......... 47.52%
Housing.......................... .50%
Water and Sewer.................. 12.59%
Prerefunded/Escrowed to Maturity. 11.96%
Original Issue Discount.......... 59.59%
A-18
<PAGE>
See: "The Trust -- Summary Description of the Port-
folios", in Part B, for a summary of the investment risks asso-
ciated with the type of Securities contained in the Long Term
Uninsured Trust. See: "Tax Status", in Part B, for a discus-
sion of certain tax considerations with regard to Original Is-
sue Discount.
Of the Original Issue Discount bonds in the Long Term
Uninsured Trust, approximately 1.72% of the aggregate principal
amount of the Securities in the Long Term Uninsured Trust (or
.50% of the market value of all Securities in the Long Term Un-
insured Trust on November 21, 1997) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier
bonds, capital accumulator bonds, compound interest bonds and
discount maturity payment bonds).
Securities representing approximately 6.86% of the
aggregate market value of the Portfolio are subject to redemp-
tion at the option of the Issuer thereof beginning in 1999, re-
spectively. (See: "Schedule of Portfolio Securities," herein,
and "The Trust -- Summary Description of the Portfolios -- Ad-
ditional Securities Considerations -- Redemption of Securi-
ties," in Part B.)
On November 21, 1997, based on the bid side of the
market, the aggregate market value of Securities in the Long
Term Uninsured Trust was $2,474,590.91.
On November 21, 1997, Standard & Poor's Corporation
rated eight of the Securities in the Long Term Uninsured Trust
as follows: 14.16%-AAA, 13.09%-AA and 50.20%-A; and Moody's In-
vestors Service rated four of the Securities as follows: 6.86%
Aaa, and 15.69%-A. (See: the respective "Schedule of Portfo-
lio Securities", herein, and "Bond Ratings", in Part B.) A Se-
curity in the Portfolio may subsequently cease to be rated or
the rating assigned may be reduced below the minimum require-
ments of the Long Term Uninsured Trust for the acquisition of
Securities. While such events may be considered by the Sponsor
in determining whether to direct the Trustee to dispose of the
Security (see: "Sponsor -- Responsibility", in Part B), such
events do not automatically require the elimination of such Se-
curity from the Portfolio.
A-19
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
LONG TERM PORTFOLIO SERIES 123
We have audited the statements of financial condition and schedules of
portfolio securities of the Dean Witter Select Municipal Trust Insured
California Series 60 and Long Term Portfolio Series 123 as of September 30,
1997, and the related statements of operations and changes in net assets for
each of the three years in the period then ended. These financial
statements are the responsibility of the Trustee (see Footnote (a)(1)). Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of
September 30, 1997 as shown in the statements of financial condition and
schedules of portfolio securities by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting
principles used and the significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Municipal Trust Insured California Series 60 and Long Term Portfolio Series
123 as of September 30, 1997, and the results of their operations and the
changes in their net assets for each of the three years in the period then
ended in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
October 31, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
September 30, 1997
TRUST PROPERTY
Investments in municipal bonds at market value (amortized
cost $2,854,866) (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $3,081,681
Accrued interest receivable 38,423
Cash 24,034
Total 3,144,138
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees and expenses 4,044
Accrued Sponsor's fees 1,783
Total liabilities 5,827
Net Assets:
Balance applicable to 2,908 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus unrealized market
appreciation of $226,815 $3,081,681
Undistributed principal and net investment
income (Note (b)) 56,630
Net assets $3,138,311
Net asset value per Unit ($3,138,311 divided by 2,908 Units) $ 1,079.20
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
For the years ended September 30,
1997 1996 1995
Investment income - interest $181,317 $184,009 $186,596
Less Expenses:
Trustee's fees and expenses 5,767 5,851 5,939
Sponsor fees 739 750 761
Total expenses 6,506 6,601 6,700
Investment income - net 174,811 177,408 179,896
Net gain on investments:
Realized gain on securities sold or
redeemed 4,639 7,464 -
Net unrealized market appreciation 92,668 44,687 119,441
Net gain on investments 97,307 52,151 119,441
Net increase in net assets resulting from
operations $272,118 $229,559 $299,337
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
For the years ended September 30,
1997 1996 1995
Operations:
Investment income - net $ 174,811 $ 177,408 $ 179,896
Realized gain on securities sold or
redeemed 4,639 7,464 -
Net unrealized market appreciation 92,668 44,687 119,441
Net increase in net assets
resulting from operations 272,118 229,559 299,337
Less Distributions to Unit Holders:
Investment income - net (173,757) (176,417) (179,046)
Total distributions (173,757) (176,417) (179,046)
Less Capital Share Transactions:
Redemption of 50 Units and 87
Units, respectively (52,389) (91,452) -
Accrued interest on redemption (978) (1,757) -
Total capital share
transactions (53,367) (93,209) -
Net increase (decrease) in net assets 44,994 (40,067) 120,291
Net assets:
Beginning of year 3,093,317 3,133,384 3,013,093
End of year (including undistributed
principal and net investment income
of $56,630 and $45,230, and undis-
tributed net investment income of
$60,828, respectively) $3,138,311 $3,093,317 $3,133,384
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
September 30, 1997
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Portfolio of Securities
on the basis set forth in 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 deposit
(October 14, 1992) represents the cost of investments to the Trust
based on the offering side evaluations as of the day prior to the
date of deposit.
(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,
Evaluator's fees, and annual Sponsor's portfolio supervision fees
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in Part B of this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
September 30, 1997
(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 deposit (October 14, 1992) 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 September 30, 1997 follows:
Original cost to investors $3,134,087
Less: Gross underwriting commissions (sales charge) (153,557)
Net cost to investors 2,980,530
Cost of securities sold or redeemed (130,000)
Unrealized market appreciation 226,815
Accumulated interest accretion 4,336
Net amount applicable to investors $3,081,681
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended September 30,
1997 1996 1995
Net investment income
distributions during year $ 58.99 $ 58.92 $ 58.80
Net asset value at end of year $1,079.20 $1,045.75 $1,029.03
Trust Units outstanding at
end of year 2,908 2,958 3,045
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
September 30, 1997
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F3> Amount Rate Date Redemptions<F5> Redemptions<F4> Value<F6><F7>
<S><C> <C> <C> <C> <C> <C> <C> <C>
1. Calleguas Municipal Water
District Certificates of
Participation Water System
Improvement Project, Series
1991 (Refunded) (AMBAC
Insured) <F8><F9> AAA $ 235,000 6.250% 07/01/17 NONE 07/01/01@102 $ 257,290
2. Eastern Municipal Water
District Water and Sewer
Revenue Refunding Certifi-
cates of Participation,
Series 1991A (FGIC Insured)
<F11> AAA 480,000 6.300 07/01/20 07/01/10@100 07/01/01@101 511,325
3. Local Government Finance
Joint Powers Authority Reve-
nue Bonds, Anaheim Redevel-
opment Agency, 1986 Issue A
(MBIA Insured) (Escrowed to
Maturity) <F10> AAA 50,000 0.000 09/01/16 NONE NONE 18,078
4. Community Redevelopment
Agency of the city of Los
Angeles Hollywood Redevelop-
ment Project Tax Allocation
Bonds, Series B (MBIA
Insured) <F10> AAA 350,000 6.100 07/01/22 07/01/18@100 07/01/02@102 367,916
5. Orange County Financing
Authority 1992 Tax Alloca-
tion Revenue Bonds, Series
A (Neighborhood Development
and Preservation Project)
(MBIA Insured) <F10> AAA 450,000 6.250 09/01/14 09/01/07@100 09/01/01@102 484,704
6. Pinole Redevelopment
Agency Pinole Vista Redevel-
opment Project Tax Alloca-
tion Bonds, Series 1992A
(MBIA Insured) <F10> AAA 450,000 6.125 08/01/17 08/01/07@100 08/01/01@102 473,225
7. Sacramento Municipal Util-
ity District Electric Reve-
nue Bonds, 1992 Series B
(Refunded) (MBIA Insured)
<F8><F10> AAA 450,000 6.375 08/15/22 NONE 08/15/02@102 502,605
8. Transmission Agency of
Northern California, Cali-
fornia-Oregon Transmission
Project, Revenue Bonds,
1992 Series A (MBIA Insured)
<F10> AAA 450,000 6.000 05/01/24 05/01/17@100 05/01/02@100 466,538
$2,915,000 $3,081,681
See notes to schedule of portfolio securities
F-7
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
September 30, 1997
<F3> All ratings are provided by Standard & Poor's Corporation. A brief
description of applicable Security ratings is given under "Bond
Ratings" in Part B of this Prospectus.
<F4> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless otherwise
indicated, each issue continues to be redeemable at declining
prices thereafter but not below par. Securities listed as non-
callable, as well as Securities listed as callable, may also be
redeemable at par under certain circumstances from special
redemption payments.
<F5> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price on such date.
<F6> The market value of the Securities as of September 30, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F7> At September 30, 1997, the unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $226,815
Gross unrealized market depreciation -
Unrealized market appreciation $226,815
The amortized cost of the Securities for Federal income tax purposes
was $2,854,866 at September 30, 1997.
<F8> The Issuer has indicated that it will refund this Security on its
optional redemption date.
<F9> Insured by American Municipal Bond Assurance Corporation ("AMBAC").
<F10>Insured by Municipal Bond Insurance Association ("MBIA").
<F11>Insured by Financial Guaranty Insurance Company ("FGIC").
F-8
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
September 30, 1997
TRUST PROPERTY
Investments in municipal bonds at market value (amortized
cost $2,321,721) (Note (a) and Schedule of Portfolio
Securities Notes (4) and (5)) $2,526,815
Accrued interest receivable 44,212
Cash 11,516
Total 2,582,543
LIABILITIES AND NET ASSETS
Less Liabilities:
Accrued Trustee's fees and expenses 2,839
Accrued Sponsor's fees 1,619
Total liabilities 4,458
Net Assets:
Balance applicable to 2,361 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus net unrealized market
appreciation of $205,094 $2,526,815
Undistributed principal and net investment
income (Note (b)) 51,270
Net assets $2,578,085
Net asset value per Unit ($2,578,085 divided by 2,361 Units) $ 1 091.95
See notes to financial statements
F-9
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
For the years ended September 30,
1997 1996 1995
Investment income - interest $167,252 $178,313 $189,589
Less Expenses:
Trustee's fees and expenses 5,367 5,707 6,063
Sponsor's fees 651 693 736
Total expenses 6,018 6,400 6,799
Investment income - net 161,234 171,913 182,790
Net gain on investments:
Realized gain on securities sold or
redeemed 22,123 24,858 8,877
Net unrealized market appreciation 39,775 37,793 142,880
Net gain on investments 61,898 62,651 151,757
Net increase in net assets resulting from
operations $223,132 $234,564 $334,547
See notes to financial statements
F-10
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
For the years ended September 30,
1997 1996 1995
Operations:
Investment income - net $ 161,234 $ 171,913 $ 182,790
Realized gain on securities sold or
redeemed 22,123 24,858 8,877
Net unrealized market appreciation 39,775 37,793 142,880
Net increase in net assets
resulting from operations 223,132 234,564 334,547
Less Distributions to Unit Holders:
Principal - (3,639) -
Investment income - net (161,122) (171,276) (181,947)
Total distributions (161,122) (174,915) (181,947)
Less Capital Share Transactions:
Redemptions of 315 Units, 210 Units
and 114 Units, respectively (331,900) (221,941) (113,388)
Accrued interest on redemption (6,030) (4,416) (2,393)
Total capital share
transactions (337,930) (226,357) (115,781)
Net (decrease) increase in net assets (275,920) (166,708) 36,819
Net assets:
Beginning of year 2,854,005 3,020,713 2,983,894
End of year (including undistributed
principal and net investment in-
come of $51,270, $56,107 and
$60,103, respectively) $2,578,085 $2,854,005 $3,020,713
See notes to financial statements
F-11
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
September 30, 1997
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Portfolio of Securities
on the basis set forth in 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 deposit
(October 14, 1992) represents the cost of investments to the Trust
based on the offering side evaluations as of the day prior to the
date of deposit.
(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,
Evaluator's fees, and annual Sponsor's portfolio supervision fees
and may incur additional charges as explained under "Expenses and
Charges - Fees" and "- Other Charges" in Part B of this Prospectus.
F-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
September 30, 1997
(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 deposit (October 14, 1992) 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 September 30, 1997 follows:
Original cost to investors $3,086,116
Less: Gross underwriting commissions (sales charge) (151,206)
Net cost to investors 2,934,910
Cost of securities sold or redeemed (616,941)
Net unrealized market appreciation 205,094
Accumulated interest accretion 3,752
Net amount applicable to investors $2,526,815
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended September 30,
1997 1996 1995
Principal distributions during
year $ - $ 1.36 $ -
Net investment income distribu-
tions during year $ 61.98 $ 61.98 $ 61.79
Net asset value at end of year $1,091.95 $1,066.52 $1,046.68
Trust Units outstanding at end
of year 2,361 2,676 2,886
F-13
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
September 30, 1997
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F14> Amount Rate Date Redemptions<F16> Redemptions<F15> Value<F17><F18>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Wilmington, Delaware
Single-Family Residual Reve-
nue Zero Coupon Bonds,
Series 1990C <F21> AA+ $ 40,000 0.000% 07/25/14 NONE NONE $ 12,113
2. Municipal Electric Author-
ity of Georgia, Power Reve-
nue Bonds, Series T
(Refunded) <F20> Aaa<F22> 165,000 6.500 01/01/25 NONE 01/01/99@100 170,163
3. Illinois Health Facilities
Authority Revenue Bonds,
Series 1992B, Franciscan
Sisters Health Care Corpora-
tion Project (MBIA Insured)
<F19> AAA 310,000 6.625 09/01/13 09/01/09@100 09/01/02@102 340,095
4. Illinois Health Facilities
Authority Revenue Bonds,
Series 1992 (Mercy Center
for Health Care Services) A- 300,000 6.650 10/01/22 10/01/13@100 10/01/02@102 318,042
5. Hamilton Heights High
School Building Corporation,
Indiana, First Mortgage
Refunding Bonds, Series 1992 A 300,000 6.600 01/01/11 07/01/08@100 01/01/03@102 334,053
6. Indiana Health Facility
Financing Authority, Hospi-
tal Revenue Refunding Bonds,
Series 1992A (St. Anthony
Medical Center, Inc.) A2<F22> 250,000 7.000 10/01/12 10/01/07@100 04/01/02@102 272,883
7. Massachusetts Health and
Educational Facilities
Authority, Revenue Bonds,
Melrose-Wakefield Hospital
Issue, Series B A- 300,000 5.875 07/01/18 07/01/17@100 07/01/02@100 301,758
8. New York City Municipal
Water Finance Authority,
Water and Sewer System Reve-
nue Bonds, Series 1993B
(Refunded) <F20> A2<F22> 60,000 6.375 06/15/22 NONE 06/15/02@101 65,930
9. New York City Municipal
Water Finance Authority,
Water and Sewer System Reve-
nue Bonds, Series 1993B
(Refunded) <F20> A2<F22> 45,000 6.375 06/15/22 NONE 06/15/02@101 49,346
10. Tulsa Public Facilities
Authority, Oklahoma, Assem-
bly Center Lease Payment
Revenue Bonds, Refunding
Series 1985 A 300,000 6.600 07/01/14 07/01/08@100 NONE 341,118
11. South Carolina Public
Service Authority (Santee
Cooper) Revenue Bonds, 1991
Series D (Refunded) <F20> AAA 10,000 6.625 07/01/31 NONE 07/01/02@102 11,162
12. Municipality of Metropol-
itan Seattle, Washington
Sewer Refunding Revenue
Bonds, Series V AA- 300,000 6.200 01/01/32 01/01/17@100 01/01/02@102 310,152
$2,380,000 $2,526,815
See notes to schedule of portfolio securities
F-14
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
September 30, 1997
<F14> All ratings are provided by Standard & Poor's Corporation, unless
otherwise indicated. A brief description of applicable Security
ratings is given under "Bond Ratings" in Part B of this Prospectus.
<F15> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless otherwise
indicated, each issue continues to be redeemable at declining
prices thereafter but not below par. Securities listed as non-
callable, as well as Securities listed as callable, may also be
redeemable at par under certain circumstances from special
redemption payments.
<F16> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price on such date.
<F17> The market value of the Securities as of September 30, 1997 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities on such date.
<F18> At September 30, 1997, the net unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $205,376
Gross unrealized market depreciation (282)
Net unrealized market appreciation $205,094
The amortized cost of the Securities for Federal income tax purposes
was $2,321,721 at September 30, 1997.
<F19> Insured by Municipal Bond Insurance Association ("MBIA").
<F20> The Issuer has indicated that it will refund this Security on its
optional redemption date.
<F21> See "The Trust - Summary Description of the Portfolios - Revenue
Securities - Housing Securities" in Part B of this Prospectus for
the discussion relating to Housing Securities.
<F22> Moody's Investors Service, Inc. rating.
F-15
<PAGE>
(MODULE)
(NAME) DWSMTPARTB941
(CIK) 0000840581
(CCC) uit*59fl
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<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following docu-
ments:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consents of the Evaluator, Independent Auditors,
Standard & Poor's Ratings Services and California
counsel; all other consents were previously filed.
The following exhibits:
8. Opinion of Paul, Hastings, Janofsky & Walker LLP
23. 1a. Consents of Kenny S&P Evaluation Services, a di-
vision 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. 1. Financial Data Schedule of
Dean Witter Select Municipal Trust,
Insured California Series 60.
2. Financial Data Schedule of
Dean Witter Select Municipal Trust,
Long Term Portfolio Series 123.
<PAGE>
CONSENT OF COUNSEL
The consents of Counsel to the use of their names in
the Prospectus included in this Registration Statement are con-
tained in their opinions filed as Exhibits EX-5 and EX-8 to
this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, each of the registrants, Dean Witter Select Municipal
Trust, Insured California Series 60 and Long Term Portfolio Se-
ries 123, 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. 5 to the Registration State-
ment to be signed on their behalf by the undersigned, thereunto
duly authorized, all in The City of New York and State of New
York on the 11th day of December, 1997.
DEAN WITTER SELECT MUNICIPAL TRUST,
INSURED CALIFORNIA SERIES 60
LONG TERM PORTFOLIO SERIES 123
(Registrants)
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. 5 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds
Inc., the Depositor, by the following person in the following
capacities and by the following persons who constitute a major-
ity of the Depositor's Board of Directors in The City of New
York and State of New York on this 11th day of December, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and )
Chief Executive )
Officer and )
Directora32
By:
Thomas Hines
Thomas Hines
Attorney-in-fact*32
a32 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 Directora32
Robert J. Dwyer Director*32
Christine A. Edwards Director*32
Charls A. Fiumefreddo Director*32
James F. Higgins Director*32
Stephen R. Miller Director*32
Richard F. Powers Director*32
Philip J. Purcell Director*32
Thomas C. Schneider Director*32
William B. Smith Director*32
a32 Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 for File No.
33-56389.
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
8 Opinion of Paul Hastings Janofsky &
Walker, LLP
23. 1a. Consents 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 Serv-
ices, a division of the McGraw-Hill Compa-
nies, Inc.
27. 1. Financial Data Schedule of
Dean Witter Select Municipal Trust,
Insured California Series 60
2. Financial Data Schedule of
Dean Witter Select Municipal Trust,
Long Term Portfolio Series 123
<PAGE>
Exhibit 8
(Letterhead of Paul, Hastings, Janofsky & Walker)
December 11, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Insured California Series 60
Ladies and Gentlemen:
Pursuant to your request, we have reviewed the opin-
ion expressed by prior California counsel to you regarding cer-
tain California income and property tax matters with respect to
Dean Witter Insured California Series 60 (the "Insured Califor-
nia Trust"). We are of the opinion that such opinion, a copy
of which is set forth in the Prospectus comprising a part of
Post-Effective Amendment No. 5 to the Form S-6 Registration
Statement of the Insured California Trust (SEC File No. 33-
48855), remains valid, that no change has occurred which would
require a change to such opinion, and that you may rely on it
in connection with the filing of such Post-Effective Amendment.
We consent to the use of our name under the caption
"California Tax Status" in such Prospectus and to the filing of
this opinion as an exhibit to such Post Effective Amendment.
Very truly yours,
Paul, Hastings, Janofsky, Walker
Paul, Hastings, Janofsky, Walker
<PAGE>
Exhibit 23.1a.
Letterhead of KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
December 11, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Post-Effective Amendment No. 5
Insured California Series 60
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-48855 for the
above-captioned trust. We hereby acknowledge that Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc. is cur-
rently acting as the evaluator for the trust. We hereby con-
sent 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.
In addition, we hereby confirm that the ratings indi-
cated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust portfo-
lio are the ratings currently indicated in our KENNYBASE data-
base.
You are hereby authorized to file a copy of this let-
ter with the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<PAGE>
Letterhead of KENNY S&P EVALUATION SERVICES
A Division of J.J. Kenny Co., Inc.
December 11, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Municipal Trust,
Post-Effective Amendment No. 5
Long Term Portfolio Series 123
Gentlemen:
We have examined the post-effective Amendment to the
Registration Statement File No. 33-25184 for the
above-captioned trust. We hereby acknowledge that Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc. is cur-
rently acting as the evaluator for the trust. We hereby con-
sent 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.
In addition, we hereby confirm that the ratings indi-
cated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust portfo-
lio are the ratings currently indicated in our KENNYBASE data-
base.
You are hereby authorized to file a copy of this let-
ter 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 October 31, 1997, accompanying
the financial statements of the Dean Witter Select Municipal Trust Insured
California Series 60 and Long Term Portfolio Series 123 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
December 11, 1997
New York, New York
<PAGE>
Exhibit 23.1d.
Letterhead of Standard & Poor's Ratings Services,
A Division of The McGraw-Hill Companies, Inc.
December 11, 1997
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Municipal Trust,
Insured California Series 60
It is our understanding that you are filing with the
Securities and Exchange Commission a Post Effective Amendment
to the above captioned trust, SEC file number 33-48855.
Since the portfolio is composed solely of securities
covered by bond insurance policies that insure against default
in the payment of principal and interest on the securities for
so long as they remain outstanding and such policies have been
issued by one or more insurance companies which have been as-
signed "AAA" claims paying ability ratings by Standard &
Poor's, we reaffirm the assignment of a "AAA" rating to the
units of the trust and a "AAA" rating to the securities con-
tained in the trust.
You have permission to use the name of Standard &
Poor's Ratings Services, a division of the McGraw-Hill Compa-
nies, Inc. and the above-assigned ratings in connection with
your dissemination of information relating to these units, pro-
vided that it is understood that the ratings are not "market"
ratings nor recommendations to buy, hold, or sell the units of
the trust or the securities in the trust. Further, it should
be understood that the rating on the units does not take into
account the extent to which fund expenses or portfolio asset
sales for less than the fund's purchase price will reduce pay-
ment to the unit holders of the interest and principal required
to be paid on the portfolio assets. Standard & Poor's reserves
the right to advise its own clients, subscribers, and the pub-
lic of the ratings. Standard & Poor's relies on the sponsor
<PAGE>
-2-
and its counsel, accountants, and other experts for the accu-
racy and completeness of the information submitted in connec-
tion with the ratings. Standard & Poor's does not independ-
ently verify the truth or accuracy of any such information.
This letter evidences our consent to the use of the
name of Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. in connection with the rating as-
signed to the units in the amendment referred to above. How-
ever, this letter should not be construed as a consent by us,
within the meaning of Section 7 of the Securities Act of 1933,
to the use of the name of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. in connection with
the ratings assigned to the securities contained in the trust.
You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.
Please be certain to send a copy of your final pro-
spectus as soon as it becomes available. Should we not receive
it within a reasonable time after the closing or should it not
conform to the representations made to us, we reserve the right
to withdraw the rating.
We are pleased to have had the opportunity to be of
service to you. If we can be of further help, please do not
hesitate to call upon us.
Sincerely,
Sanford B. Bragg
Sanford B. Bragg
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
MUNICIPAL TRUST INSURED CALIFORNIA
SERIES 60 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATMENTS
</LEGEND>
<RESTATED>
<CIK> 0000888907
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES 60
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
INSURED CALIFORNIA SERIES
<NUMBER> 60
<MULTIPLIER> 1
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-1-1996
<PERIOD-END> Sep-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 2,854,866
<INVESTMENTS-AT-VALUE> 3,081,681
<RECEIVABLES> 38,423
<ASSETS-OTHER> 24,034
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,144,138
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,827
<TOTAL-LIABILITIES> 5,827
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,853,128
<SHARES-COMMON-STOCK> 2,908
<SHARES-COMMON-PRIOR> 2,958
<ACCUMULATED-NII-CURRENT> 58,368
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 226,815
<NET-ASSETS> 3,138,311
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 180,391
<OTHER-INCOME> 926
<EXPENSES-NET> 6,506
<NET-INVESTMENT-INCOME> 174,811
<REALIZED-GAINS-CURRENT> 4,639
<APPREC-INCREASE-CURRENT> 92,668
<NET-CHANGE-FROM-OPS> 272,118
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 173,757
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 50
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 44,994
<ACCUMULATED-NII-PRIOR> 59,217
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<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
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<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
MUNICIPAL TRUST LONG TERM PORTFOLIO
SERIES 123 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATMENTS
</LEGEND>
<RESTATED>
<CIK> 0000838549
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES 123
<SERIES>
<NAME> DEAN WITTER SELECT MUNICIPAL TRUST
LONG TERM PORTFOLIO SERIES
<NUMBER> 123
<MULTIPLIER> 1
<FISCAL-YEAR-END> Sep-30-1997
<PERIOD-START> Oct-1-1996
<PERIOD-END> Sep-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 2,321,721
<INVESTMENTS-AT-VALUE> 2,526,815
<RECEIVABLES> 44,212
<ASSETS-OTHER> 11,516
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,582,543
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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4,458
<TOTAL-LIABILITIES> 4,458
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,323,652
<SHARES-COMMON-STOCK> 2,361
<SHARES-COMMON-PRIOR> 2,676
<ACCUMULATED-NII-CURRENT> 49,339
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<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 0
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<NET-INVESTMENT-INCOME> 161,234
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<APPREC-INCREASE-CURRENT> 39,775
<NET-CHANGE-FROM-OPS> 223,132
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<DISTRIBUTIONS-OF-GAINS> 0
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