<PAGE>
File No. 33-57563
Investment Company Act No. 811-3718
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of
Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 8
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street - 19th Floor
New York, New York 10005
<PAGE>
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant
to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended.
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee, computed at twenty-ninth of one percent
of the proposed maximum aggregate offering price to the
public:
$500 (as required by Rule 24f-2)*
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
/X/ Check box if it is proposed that this filing will become
effective immediately upon filing on March 14, 1995 pursuant
to Rule 487.
_________________________
* This amount was previously paid with the filing of the
Preliminary Registration Statement.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST,
U.S. TREASURY SERIES 8
Cross-reference Sheet
Pursuant to Rule 404(c) of Regulation C
Under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued ) Front Cover
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
Name and address of principal ) Table of Contents
Underwriter )
Organization of Trust ) Introduction
Execution and termination of ) Introduction;
Indenture ) Amendment and Termination
Changes of name ) Included in Form
N-8B-2
Fiscal year ) Included in Form
) N-8B-2
Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
General Information regarding )
Trust's Securities and Rights )
of Holders
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
______________________
* Not applicable, answer negative or not required.
<PAGE>
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution from the
Distributive) ) Interest and Principal Accounts
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, etc. ) Units-Secondary
) Market; Exchange Option
) Redemption; Rights
) of Unit Holders
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holder
rities under the Indenture ) -Certain Limitations;
) Amendment and Termination
)
(g) Notice to Holders as to )
change in: )
(1) assets of Trust ) Administration of the
) Trust-Records and
) Accounts; The Trust-
) Summary Description
) of the Portfolio
(2) terms and conditions ) Amendment and Termination
of Trust's Securities )
(3) provisions of Trust ) Amendment and Termination
)
(4) identity of Depositor ) Sponsor; Trustee
and Trustee )
______________________
* Not applicable, answer negative or not required.
<PAGE>
(h) Security Holders Consent )
required to change: )
(1) composition of assets ) Amendment and Termination
of Trust )
(2) terms and conditions ) Amendment and Termination
)
(3) provisions of ) Amendment and Termination
Indenture )
(4) identity of Depositor ) *
and Trustee )
(i) Other provisions ) Cover of Prospectus;
) Tax Status of the Trust
)
11. Type of securities comprising ) The Trust-Summary
Units ) Description of
) the Portfolio; -
) Objectives and
) Securities Selection;
) -Special Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-Public
) Offering Price; -Profit
) of Sponsor;- Volume
) Discount; Expenses and
) Charges
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information;
) Public Offering of
) Units-Public
) Offering Price
)
______________________
* Not applicable, answer negative or not required.
<PAGE>
(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price; - Volume
) Discount
(e) Certain other fees, etc. ) Rights of Unit Holders
payable by Holders )
(f) Certain profits receivable ) Redemption - Right of
by Depositor, principal ) Redemption; Profit of
Underwriters, Trustee or ) Sponsor
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of Trust's Securities ) Introduction; Rights of
) Unit Holders
)
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction; The Trust-
underlying securities ) Summary Description of the
) Portfolio; - Objectives
) and Securities Selection;
) Administration of the
) Trust
17. Withdrawal or redemption by ) Redemption;
Security Holders ) Public Offering of Units-
) Secondary Market; Rights
) of Unit Holders
18. (a) Receipt and disposition of ) Administration of the
income ) Trust
(b) Reinvestment of distribu- ) Reinvestment Program
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution from the
) Interest and Principal
) Accounts
(d) Schedule of distribution ) *
______________________
* Not applicable, answer negative or not required.
<PAGE>
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Administration of the
sions of Indenture ) Trust; Amendment and
) Termination; Trustee;
) Sponsor
21. Loans to Security Holders ) *
22. Limitations on liability ) Sponsor; Trustee;
) Evaluator
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material provisions of ) *
Indenture )
III. ORGANIZATION, PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units-Profit of Sponsor
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to ) Included in Form N-8B-2
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
31. Payments by Depositor for ) *
certain other services )
32. Payments by Depositor for ) *
certain other services )
rendered to Trust )
______________________
* Not applicable, answer negative or not required.
<PAGE>
33. Remuneration of employees of ) *
Depositor for certain )
services rendered to Trust )
34. Remuneration of other persons ) *
for certain services rendered )
to Trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of Trust's ) Public Offering of Units-
securities by states ) Public Distribution
36. Suspension of sales of Trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
Underwriter )
(b) N.A.S.D. membership of )
principal Underwriter )
40. Certain fees received by ) Public Offering of Units-
principal Underwriter ) Profit of Sponsor
41. (a) Business of principal ) Sponsor
Underwriter )
(b) Branch officers of ) *
principal Underwriter )
(c) Salesman of principal ) *
Underwriter
42. Ownership of Trust's Securities ) *
by certain persons
43. Certain brokerage commissions ) *
received by principal )
Underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) *
price to certain persons )
______________________
* Not applicable, answer negative or not required.
<PAGE>
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units-
) Secondary Market; Redemp-
) tion
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44
underlying securities ) and 46
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee
49. Fees and expenses of Trustee ) Summary of Essential
) Information; Expenses and
) Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums paid )
(i) Who receives any part of ) *
premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
______________________
* Not applicable, answer negative or not required.
<PAGE>
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; The Trust-
eliminating securities from ) Objectives and Securities
the Trust ) Selection; -Summary
) Description of the
) Portfolio
(b) Elimination of securities ) *
from the Trust )
(c) Policy of Trust regarding ) Introduction; The Trust-
substitution and elimina- ) Objectives and
tion of securities ) Securities Selection
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status of the Trust
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
______________________
* Not applicable, answer negative or not required.
<PAGE>
[LOGO]
DEAN
WITTER
SELECT
Government Trust
U.S. TREASURY SERIES 8
(LADDERED MATURITIES)
--------------------------------------
--------------------------------------
500,000 Units
(A Unit Investment Trust)
STANDARD & POOR'S CORPORATION RATING: AAA
--------------------------------------------------------------------------------
The Trust was formed for the purpose of providing safety of capital and current
monthly distributions of interest through investment in a portfolio consisting
primarily of current interest-bearing United States Treasury obligations that
are backed by the full faith and credit of the United States Government. The
Securities will mature in a "laddered" fashion over approximately five years and
will provide for the return to the Unit Holders of approximately 20% of the per
Unit face amount of the Securities initially included in the Trust approximately
every 12 months beginning in 1996. The value of the Units of the Trust will
fluctuate with the value of the portfolio of underlying Securities. Interest
income (including original issue discount) or capital gains, if any, are exempt
from federal withholding taxes for qualified foreign investors if certain
conditions are met. UNITS OF A TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND THE UNITS ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY.
--------------------------------------------------------------------------------
Sponsor: (DEAN WITTER REYNOLDS INC. LOGO)
--------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
PROSPECTUS DATED MARCH 14, 1995
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ATTENTION FOREIGN INVESTORS: YOUR
INCOME FROM THIS TRUST IS EXEMPT
FROM FEDERAL WITHHOLDING TAXES WHEN
CERTAIN CONDITIONS ARE MET UNDER CURRENT LAW.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
This Prospectus does not contain all of the information with respect to the
investment company set forth in its registration statement and exhibits relating
thereto which have been filed with the Securities and Exchange Commission,
Washington, D.C. under the Securities Act of 1933 and the Investment Company Act
of 1940, and to which reference is hereby made.
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Table of Contents..................................... i
Summary of Essential Information...................... ii
Independent Auditor's Report.......................... vi
Statement of Financial Condition...................... vii
Schedule of Portfolio Securities...................... viii
Introduction.......................................... 1
The Trust............................................. 1
Risk Factors -- Special Considerations............ 1
Summary Description of the Portfolio.............. 2
Rating of Units................................... 3
Objectives and Securities Selection............... 3
The Units......................................... 3
Estimated Annual Income, Estimated Current Return
and Estimated Long-Term Return.................. 3
Tax Status of the Trust............................... 4
Retirement Plans...................................... 5
Public Offering of Units.............................. 6
Public Offering Price............................. 6
Public Distribution............................... 6
Secondary Market.................................. 6
Profit of Sponsor................................. 7
Volume Discount................................... 7
Reinvestment Program.................................. 7
Redemption............................................ 8
Right of Redemption............................... 8
Computation of Redemption Value................... 8
Postponement of Redemption........................ 9
Rights of Unit Holders................................ 9
Unit Holders...................................... 9
Certain Limitations............................... 9
Expenses and Charges.................................. 9
Initial Expenses.................................. 9
Fees.............................................. 9
Other Charges..................................... 10
Administration of the Trust........................... 10
Records and Accounts.............................. 10
Distribution...................................... 10
Distribution from the Interest and Principal
Accounts......................................... 10
Reports to Unit Holders........................... 11
Sponsor............................................... 12
Trustee............................................... 12
Evaluator............................................. 13
Amendment and Termination............................. 13
Legal Opinions........................................ 14
Auditors.............................................. 14
Description of Rating................................. 14
</TABLE>
<TABLE>
<CAPTION>
SPONSOR EVALUATOR TRUSTEE
------------------------- ------------------------- -------------------------
<S> <C> <C>
Dean Witter Reynolds Inc. Kenny S&P Evaluation The Bank of New York
Two World Trade Center Services, 101 Barclay Street
New York, New York 10048 a division of New York, New York 10286
J. J. Kenny Co., Inc.
65 Broadway
New York, New York 10006
</TABLE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN THIS
PROSPECTUS AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
AS OF MARCH 13, 1995+
<TABLE>
<S> <C>
Face Amount of Securities................................... $500,000.00
Number of Units............................................. 500,000++
Fractional Undivided Interest in the Trust Represented by
Each Unit................................................. 1/500,000th
Public Offering Price per 1,000 Units
Aggregate offering side evaluation of Securities in the
Trust.................................................. $ 498,811
-----------
Divided by 500,000 Units multiplied by 1,000............ $ 997.62
Plus sales charge of 1.500% of Public Offering Price
(1.523% of net amount invested in Securities).......... 15.19
-----------
Public Offering Price per 1,000 Units*...................... $ 1,012.81
-----------
-----------
Sponsor's Repurchase Price and Redemption Price per 1,000
Units (based on bid side evaluation of underlying
Securities, $15.82 less than Public Offering Price per
1,000 Units).............................................. $ 996.99
-----------
-----------
Calculation of Estimated Net Annual Interest Rate per 1,000
Units (based on face amount of $1,000 per 1,000 Units)
Annual Interest rate per 1,000 Units.................... 7.050%
Less estimated annual expenses per 1,000 Units ($1.93
expressed as a percentage)............................... .193%
-----------
Estimated net annual interest rate per 1,000 Units.......... 6.857%
-----------
-----------
Daily Rate at which Estimated Net Interest Accrues per 1,000
Units..................................................... 0.019%
Estimated Long-Term Return (based on Public Offering
Price)**.................................................. 6.617%
Estimated Current Return (based on Public Offering
Price)**.................................................. 6.770%
Monthly Interest Distributions per 1,000 Units
First distribution, to be paid on April 15, 1995 to
Holders of record on April 9, 1995..................... $ 4.69
Calculation of second and following distributions:
Estimated net annual interest income.................... $ 68.57
Divided by 12........................................... $ 5.71
</TABLE>
<TABLE>
<S> <C>
Mandatory Termination Date.................................. February 1, 2000
Sponsor's Profit on Deposit................................. None
Record Date:................................................ Interest distributions: the ninth day of each month.
Principal distributions: the first business day following
the maturity of each Security.
Distribution Date:.......................................... Interest distributions: the fifteenth day of each month.
Principal distributions: the third business day following
the maturity of each Security.
Minimum Principal Distribution:............................. No distribution need be made from the Principal Account if
balance therein is less than $1.00 per 1,000 Units
outstanding.
Trustee's Annual Fee and Expenses (including estimated
expenses and Evaluator's fee): $1.68 per $1,000 face amount
of underlying Securities payable commencing
April 9, 1995............................................... $1.68
Sponsor's Annual Portfolio Supervision Fee: Maximum of $.25
per $1,000 face amount of underlying Securities............. 0.25
------------------------------------------------------------
Total Estimated Annual Expense per 1,000 Units.............. $1.93
------------------------------------------------------------
------------------------------------------------------------
Evaluator's Fee for each Evaluation: $10.00 plus $.40 for
each issue of underlying Securities
Evaluation Time:............................................ 11:00 A.M. New York Time on Date of Deposit and 4:00 P.M.
thereafter
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
Discretionary Liquidation Amount:...........................
<FN> The Indenture may be terminated by the Sponsor if the value
of the Trust at any time is less than 40% of the market
value of Securities deposited in the Trust.+++
---------
+The Date of Deposit. The Date of Deposit is the date on which the Indenture
was signed and the deposit of Securities with the Trustee was made.
++The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. (See "Introduction".)
+++The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Securities in the Trust. (See
"Administration of the Trust -- Termination".)
*No accrued interest will be added to the Public Offering Price in connection
with purchases of Units contracted for on March 14, 1995. With respect to
purchases contracted for after such date, accrued interest from March 21, 1995,
the first expected settlement date, to, but not including the date of settlement
(normally five business days after purchase) will be added to the Public
Offering Price.
**The Estimated Current Return is calculated by dividing the product of the
Estimated Net Annual Interest Rate per Unit times $1,000 by the Public Offering
Price. The Estimated Net Annual Interest Rate will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment or
redemption, if applicable, maturity, exchange or sale of Securities while the
Public Offering Price will vary with changes in the offering price of the
underlying Securities; therefore, there is no assurance that the present
Estimated Current Return indicated above will be realized in the future. The
Estimated Long Term Return is calculated using a formula which (1) takes into
consideration, and factors in the relative weightings of, the market values,
yields (which takes into account the amortization of premiums and the accretion
of discounts) and estimated retirements of all of the Securities in the Trust
and (2) takes into account the expenses and sales charge associated with each
Unit. Since the market values and estimated retirements of the Securities and
the expenses of the Trust will change, there is no assurance that the present
Estimated Long Term Return as indicated above will be realized in the future.
The Estimated Current Return and Estimated Long Term Return are expected to
differ because the calculation of the Estimated Long Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculations include only estimated net annual interest income and Public
Offering Price as of the Date of Deposit.
</TABLE>
The Estimated Long Term Return and Estimated Current Return are increased
for transactions entitled to a reduced sales charge. (See "The Trust --
Estimated Annual Income, Estimated Current Return and Estimated Long Term
Return" and "Public Offering of Units -- Volume Discount".)
iii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION -- (CONTINUED)
THE TRUST -- The Dean Witter Select Government Trust, U.S. Treasury Series 8
(the "Trust") is a unit investment trust composed primarily of current
interest-bearing United States Government Treasury obligations issued after July
18, 1984 or contracts to purchase such obligations, listed in the Schedule of
Portfolio Securities herein (the "Securities"). The Securities are direct
obligations of the United States and are backed by the full faith and credit of
the United States Government. The Trust was created under the laws of the State
of New York pursuant to an Indenture (as hereinafter defined). The objectives of
the Trust are to provide safety of capital and current monthly distributions of
interest through investment in a portfolio consisting primarily of current
interest-bearing United States Treasury obligations. After the initial Date of
Deposit, the Sponsor may deposit additional Securities in the Trust (whereby
additional Units would be offered to the public) provided that such deposit of
additional Securities (the "Additional Securities") maintains, to the extent
possible, the original proportionate relationship with respect to the principal
amounts of Securities of specified interest rates and ranges of maturities in
the Trust. (See: "The Trust -- Special Considerations".)
The Trust consists of a fixed portfolio of United States Treasury
obligations with consecutive annual maturities ranging from March 31, 1996 to
January 15, 2000 (referred to as "laddered maturities"). By doing so, the Trust
maintains a portion of the Portfolio in longer-term Securities. As the
Securities mature, the Trust will return to Unit Holders approximately every 12
months beginning in 1996, approximately 20% of the per Unit face amount of the
Securities initially included in the Trust. If interest rates rise, Unit Holders
may be able to reinvest their principal distributions as received in
higher-yielding obligations. Therefore, Unit Holders are not "locking up" all of
their principal investment over the life of the Trust. Conversely, however, if
interest rates decline, Unit Holders will be receiving payments of principal at
times when only lower-yielding investments of comparable quality are available.
Reinvesting at such time may result in an over-all lower yield than would result
from a single investment maturing at the close of the life of the Trust.
MONTHLY DISTRIBUTIONS -- Monthly distributions of interest will be made on
or shortly after the fifteenth day of each month to Unit Holders of record on
the ninth day of each month commencing with the first distribution on the date
indicated herein. Distribution of principal upon maturity of each Security will
be made on the third business day after the maturity date of such Security to
Holders of record on the first business day following such maturity date. The
Sponsor believes that interest income from this Trust (including original issue
discount) should be free from state income taxes on individuals. In addition, an
exemption from federal withholding taxes is available to qualified foreign Unit
Holders meeting certain requirements. (See: "Tax Status of the Trusts").
Principal from sales, redemptions and maturities of bonds will be
distributed as received, to the extent not utilized for the redemption of Units
or payment of Trust expenses. Interest payments will decline as principal is
returned.
SECURITIES -- Five issues of Securities were deposited in the Trust on the
initial Date of Deposit in the following proportions based on a percentage of
total principal amount:
<TABLE>
<CAPTION>
PROPORTIONATE RELATIONSHIP
TITLE OF SECURITY OF FACE AMOUNT
------------------------------ --------------------------
<S> <C>
7.750% U.S. Treasury Notes Due
March 31, 1996 20%
7.500% U.S. Treasury Notes Due
January 31, 1997 20
7.250% U.S. Treasury Notes Due
February 15, 1998 20
6.375% U.S. Treasury Notes Due
January 15, 1999 20
6.375% U.S. Treasury Notes Due
January 15, 2000 20
100%
</TABLE>
PRIMARY MARKET PUBLIC OFFERING PRICE -- The Initial Public Offering Price
per 1,000 Units is equal to the aggregate offering side evaluation of the
underlying Securities (the price at which they could be directly purchased by
the public assuming they were available), divided by the number of Units
outstanding multiplied by 1,000, plus a sales charge of 1.523% of such offering
side evaluation per 1,000 Units (the net amount invested); this results in a
sales charge of 1.5% of the Public Offering Price. Units are offered at the
Public Offering Price plus accrued interest on the underlying Securities for
Units which settle after the first settlement date for the Units (normally five
business days after purchase). (See: "Public Offering of Units").
SECONDARY MARKET FOR UNITS -- The Sponsor, though not obligated to do so,
intends to maintain a secondary market for the Units based on the aggregate bid
side evaluation of the underlying Securities. If such market is not maintained,
a Unit Holder will be able to dispose of his Units through redemption at prices
based on the aggregate bid side evaluation of the underlying Securities (see:
"Redemption"). Market conditions may cause such prices to be greater or less
than the amount paid for Units.
RISK FACTORS -- SPECIAL CONSIDERATIONS --An investment in Units of the Trust
should be made with an understanding of the risks which an investment in fixed
rate debt obligations with maturities of one to five years may entail, including
the risk that the value of the Units will decline with increases in interest
rates. An increase in interest rates can be expected to reduce the value of the
Securities and result in a loss to Unit Holders selling or redeeming Units prior
to the maturity of each Security. In addition, an early redemption at par of a
security purchased at a premium, if applicable, or a maturity at par of a
security purchased at a premium will result in a reduction in yield and a loss
of principal to the Unit Holders. The timing and percentage amount of principal
return may vary from the estimated cash flow schedule on the Date of Deposit
iv
<PAGE>
resulting in the increase in, the decrease in, or the elimination of, a return
of principal in one or more years. The Trust is considered to be concentrated in
Securities issued by the United States of America. (See "The Trust -- Special
Considerations" and "The Trust -- Summary Description of the Portfolio".)
PUBLIC DISTRIBUTION -- Sales of Units may be made pursuant to distribution
arrangements with certain banks and/or other entities subject to regulation by
the Office of the Comptroller of the Currency (including NationsSecurities, a
partnership created pursuant to a joint venture between NationsBank of North
Carolina, N.A. and an affiliate of the Sponsor) which are acting as agents for
their customers. These banks and/or entities are making Units of the Trust
available to their customers on an agency basis. A portion of the sales charge
paid by these customers is retained by or remitted to such banks or entities in
an amount equal to the fee customarily received by an agent for acting in such
capacity in connection with the purchase of Units. The Glass Steagall Act
prohibits banks from underwriting certain securities, including Units of the
Trust; however, this Act does permit certain agency transactions, and banking
regulators have not indicated that these particular agency transactions are
impermissible under this Act. In Texas, as well as certain other states, any
bank making Units available must be registered as a broker-dealer in that State.
MINIMUM PURCHASE -- $1,000 ($250 for IRAs).
TABLE OF ESTIMATED CASH FLOW TO UNIT HOLDERS
The table below sets forth, per 1,000 Units, the estimated monthly
distributions of principal and interest to Unitholders. The table assumes no
changes in expenses and no exchanges, redemptions, sales or prepayments of the
underlying Securities prior to maturity and the receipt of principal upon
maturity. Actual distributions may vary.
<TABLE>
<CAPTION>
DATE $ AMOUNT
----------------------------------- ---------
<S> <C>
April 1995 4.69
May 1995-March 1996 5.71
April 1996 209.09
May 1996-January 1997 4.45
February 1997 207.72
March 1997-January 1998 3.24
<CAPTION>
DATE $ AMOUNT
----------------------------------- ---------
<S> <C>
February 1998 206.39
March 1998-December 1998 2.06
January 1999 204.83
February 1999-December 1999 1.03
January 2000 203.80
</TABLE>
v
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Government Trust,
U.S. Treasury Series 8, as of March 13, 1995. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit and contracts for the purchase
of securities, as shown in the statement of financial condition and schedule of
portfolio securities as of March 13, 1995, by correspondence with The Bank of
New York, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material respects,
the financial position of the Dean Witter Select Government Trust, U.S. Treasury
Series 8 as of March 13, 1995 in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
MARCH 13, 1995
NEW YORK, NEW YORK
vi
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
AS OF MARCH 13, 1995
<TABLE>
<CAPTION>
TRUST PROPERTY
<S> <C> <C>
Sponsor's Contracts to
Purchase underlying
Securities backed by an
irrevocable letter of
credit (a)............... $ 498,811.00
Accrued interest to Date
of Deposit on underlying
Securities(a) (b)........ 6,869.53
---------------
Total................... $ 505,680.53
---------------
---------------
LIABILITY AND INTEREST OF UNIT
HOLDERS
Liability:
Accrued interest to Date
of Deposit on
underlying Securities
(a) (b)................ $ 6,869.53
Interest of Unit Holders:
Units of fractional
undivided interest
outstanding:
Cost to investors
(c).................. $ 506,406.00
Gross underwriting
commissions (d)...... (7,595.00) $ 498,811.00
--------------- ---------------
Total............... $ 505,680.53
---------------
---------------
<FN>
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" and their cost to the Trust
are the same. The value is determined by the Evaluator on the basis set
forth under "Public Offering of Units -- Public Offering Price". An
irrevocable letter of credit drawn on Morgan Guaranty Trust Company of New
York in the amount of $600,000.00 has been deposited with the Trustee. The
amount of the letter of credit includes $498,811.00 (equal to the Purchase
Price to Sponsor) for the purchase of $500,000.00 face amount of Securities
pursuant to contracts to purchase Securities, plus $6,869.53 covering
accrued interest thereon.
(b) The Trustee will advance an amount equal to the accrued interest on the
underlying Securities to the first expected settlement date (normally five
business days after purchase) and such amount will be distributed to the
Sponsor as the holder of record on such date as set forth under Part B --
"Public Offering of Units -- Public Offering Price."
(c) The aggregate Public Offering Price (exclusive of accrued interest) is
computed on the basis set forth under "Public Offering of Units -- Public
Offering Price".
(d) The aggregate sales charge of 1.50% of the Public Offering Price per Unit
is computed on the basis set forth under "Public Offering of Units --
Public Offering Price".
(e) The Trustee has custody of/and responsibility for all accounting and
financial books, records, financial statements and related data of the
Trust and is responsible for establishing and maintaining a system of
internal control directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of financial reporting of the
Trust. The Trustee is also responsible for all estimates and accruals
reflected in the Trust's financial statements. The Evaluator determines the
price for each underlying Security included in the Trust's Schedule of
Portfolio Securities on the basis set forth in Part B -- "Public Offering
of Units -- Public Offering Price." Under the Securities Act of 1933, as
amended (the "Act"), the Sponsor is deemed to be an issuer of the Trust's
Units. As such, the Sponsor has the responsibility of an issuer under the
Act with respect to financial statements of the Trust included in the
Registration Statement under the Act and amendments thereto.
</TABLE>
vii
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
OFFERING HIGHLIGHTS
------------------------------------------------------------------
Dean Witter Select Government Trust
U.S. Treasury Series 8
(Laddered Maturities)
----------------------------------------------
NOW FOR AS LITTLE AS $1,000, YOU CAN INVEST IN
A "AAA" RATED PORTFOLIO OF U.S. TREASURY SECURITIES AND ENJOY THESE IMPORTANT
BENEFITS:
------------------------------------------------------
- SAFETY AND QUALITY -- The Trust invests in U.S. Treasury securities, which
are backed by the full faith and credit of the United States Government.
- LADDERED MATURITIES -- The Trust's Portfolio has been structured to
maintain a portion of the Portfolio in longer-term securities while paying
a portion of the face value of your principal investment at intervals over
the life of the Trust, rather than only at termination.
- MONTHLY INCOME -- The Trust offers investors monthly distributions of
interest.
- INCOME FREE FROM STATE INCOME TAXES -- The Sponsor believes that the
interest income from the Trust (including original issue discount) should
be free from state income taxes on individuals.
- TAX-EXEMPT FOR FOREIGN INVESTORS -- Interest (including original issue
discount) and capital gains are exempt from federal withholding taxes for
qualified foreign investors if certain conditions are met.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
Invest for Safety of Capital and Current Monthly
Income Through a Portfolio of U.S. Treasury Securities.
-------------------------------------------------------------
SAFETY AND QUALITY
U.S. Treasury securities are considered one of the most attractive
investments available. They are regarded as a "safe" investment since
payment of interest and principal is an obligation of the United States
Government. Although the Units of the Trust are not guaranteed by the
United States Government, Standard & Poor's Corporation has rated Units
of the Trust "AAA". This rating is assigned to investments offering the
highest degree of safety and quality.
--------------------------------------------------------------------------------
LADDERED MATURITIES
The portfolio of the Trust consists of government securities with annual
maturities ranging from March 31, 1996 to January 15, 2000. The Trust
will distribute approximately 20% of the per Unit face amount of the
securities initially included in the Trust as received approximately
every 12 months, beginning in 1996. By structuring the Portfolio in this
way, the Trust maintains a portion of the Portfolio in longer-term
securities while paying a portion of the face value of your principal
investment at intervals over the life of the Trust, rather than paying
the entire amount at the termination of the Trust. If interest rates
rise, a portion of your investment will then be available for you to
reinvest at higher rates. If interest rates fall, the portion of monies
that remains invested will continue to earn relatively higher rates of
income, although the portion that is distributed can be reinvested in
comparable securities only at these lower rates.
--------------------------------------------------------------------------------
DEFINED PORTFOLIO
The Trust is a fixed portfolio -- all of the securities in the Trust are
listed in the Prospectus so you know in advance what you are purchasing
and avoid the difficulty of assembling a portfolio on your own. Principal
is returned on fixed dates specified in the Prospectus so you know when
to expect distributions before you invest.
--------------------------------------------------------------------------------
MONTHLY INCOME
Even though U.S. Treasury securities pay interest on a semi-annual basis,
the Trust will make interest distributions monthly. Or, if you prefer,
you may have these earnings reinvested automatically.
--------------------------------------------------------------------------------
AUTOMATIC REINVESTMENT
Investors may elect to automatically reinvest interest income, as well as
principal distributions, in the Dean Witter US Government Money Market
Trust. Reinvesting interest and principal keeps your capital continually
working for you.
--------------------------------------------------------------------------------
INCOME FREE FROM STATE INCOME TAXES
The Sponsor believes that interest income from the Trust (including
original issue discount) should be free from state income taxes on
individuals. Please check with your tax counsel.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
--------------------------------------------------------------------------------
TAX EXEMPT TO FOREIGN HOLDERS
A qualified foreign holder will not be subject to federal withholding
taxes on any interest (including original issue discount) or capital
gains derived through the Trust if certain conditions are met.
--------------------------------------------------------------------------------
LOW MINIMUM INVESTMENT
Each Unit is conveniently priced at approximately $1.00 and the minimum
purchase is $1,000 ($250 for IRAs).
--------------------------------------------------------------------------------
VOLUME DISCOUNTS
The price of each Unit is based on the offering side value of the U.S.
Treasury securities in the portfolio. The offering price during the
initial offering period includes a maximum one-time sales charge of
1.50%. Volume discounts are available on orders of $250,000 or more.
--------------------------------------------------------------------------------
LIQUIDITY AT NO CHARGE
All or a portion of your Units can be redeemed at any time, without
charge. The price you receive is based on the underlying bid side
evaluation of the Treasury securities in the portfolio as determined each
day by an independent evaluator. The price you receive will reflect the
current market conditions and could be more or less than the price
originally paid.
--------------------------------------------------------------------------------
RETIREMENT ACCOUNTS
The Dean Witter Select Government Trust, U.S. Treasury Portfolio may be a
suitable investment for a tax-deferred retirement account such as an IRA
or Keogh plan.
--------------------------------------------------------------------------------
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. TREASURY SERIES 8
INTRODUCTION
The Dean Witter Select Government Trust, U.S. Treasury Series 8 (the
"Trust") was created under the laws of the State of New York pursuant to a Trust
Indenture and Agreement and a related Reference Trust Agreement (collectively,
the "Indenture"),* among Dean Witter Reynolds Inc. (the "Sponsor"), The Bank of
New York (the "Trustee") and Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. (the "Evaluator"). The Sponsor, Dean Witter Reynolds Inc., is a
principal operating subsidiary of Dean Witter, Discover & Co., a publicly traded
corporation. (See: "Sponsor".) The objectives of the Trust are to provide
investors with safety of capital and current monthly distributions of interest
through investment in a fixed portfolio of Securities (the "Portfolio"),
consisting of U.S. Treasury obligations, which are backed by the full faith and
credit of the United States Government. Because the Securities (as defined
below) in the Trust have consecutive or "laddered" maturities, the Trust will
maintain a portion of the Portfolio in longer-term securities while paying to
Unit Holders a portion of the principal invested each year, commencing in the
year set forth in the first part of this prospectus.
On the date of creation of the Trust (the "Date of Deposit"), the Sponsor
deposited with the Trustee the underlying securities and contracts and funds
(represented by the irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (the "Securities"). (See: "Schedule
of Portfolio Securities".) The Trust was created simultaneously with the
execution of the Indenture and the deposit of the Securities with the Trustee.
The Trustee then immediately delivered to the Sponsor certificates of beneficial
interest (the "Certificates") representing the units (the "Units") comprising
the entire ownership of the Trust. Through this Prospectus, the Sponsor is
offering the Units, including Additional Units, as defined below, for sale to
the public. The holders of Certificates (the "Unit Holders") will have the right
to have their Units redeemed at a price based on the aggregate bid side
evaluation of the Securities (the "Redemption Price") if they cannot be sold in
the secondary market which the Sponsor, although not obligated to, proposes to
maintain. In addition, the Sponsor may offer for sale through this Prospectus
Units which the Sponsor may have repurchased in the secondary market or upon the
tender of such Units for redemption.
With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship between the
principal amounts of U.S. Treasury obligations of specified interest rates and
ranges of maturities in the Portfolio. During the 90-day period following the
initial Date of Deposit, the Sponsor is permitted under the Indenture to deposit
additional Securities (the "Additional Securities") and any cash in the Trust
not held for distribution to Unit Holders prior to the deposit, resulting in a
corresponding increase in the number of Units outstanding (the "Additional
Units"). Such Additional Units may be continuously offered for sale to the
public by means of this Prospectus. The Sponsor anticipates that any Additional
Securities deposited in the Trust during the 90-day period subsequent to the
initial Date of Deposit will maintain, as far as practicable, the original
proportionate relationship between the principal amounts of U.S. Treasury
obligations of specified interest rates and ranges of maturities in the
Portfolio established on the Date of Deposit. Precise duplication of this
original proportionate relationship may not be possible because fractions of
U.S. Treasury obligations may not be purchased or for other reasons, but
duplication will continue to be the goal in connection with any such deposit of
Additional Securities. (These original proportionate relationships on the
initial Date of Deposit are set forth in "Summary of Essential Information".)
Deposits of Additional Securities in the Portfolio subsequent to the 90-day
period following the initial Date of Deposit must replicate exactly the
proportionate relationship among the principal amounts of Securities comprising
the Portfolio at the time of replication.
On the initial Date of Deposit, each Unit represented the fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential Information" in the ratio of 1 Unit for each approximately
$1 principal amount of Securities initially deposited in the Trust. Because
regular payments of principal are to be received and certain of the Securities
will mature in accordance with their terms or may be sold under certain
circumstances described herein and because Additional Securities may be
deposited into the Trust from time to time, the Trust is not expected to retain
its present size and composition. Units will remain outstanding until redeemed
upon tender to the Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture.
THE TRUST
RISK FACTORS -- SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in fixed rate debt obligations may entail,
including the risk that the value of the Portfolio, and hence of the Units, will
decline with increases in interest rates. The value of the underlying Securities
will fluctuate inversely with changes in interest rates. In recent years, the
national economy has experienced significant variations in rates of inflation
and economic growth, substantial increases in the national debt, substantial
increase in reliance upon foreign
---------
* Reference is hereby made to said Indenture and any statements contained herein
are qualified in their entirety by the provisions of said Indenture.
<PAGE>
No Postage
Necessary
If Mailed
In The
United
BUSINESS REPLY MAIL
States
FIRST CLASS PERMIT NO. 40864 NEW YORK, N.Y.
POSTAGE WILL BE PAID BY ADDRESSEE
THE BANK OF NEW YORK
DEAN WITTER SELECT GOVERNMENT TRUST
REINVESTMENT PROGRAM
UNIT INVESTMENT TRUST DIVISION
P.O. BOX 974 -- WALL STREET STATION
NEW YORK, N.Y. 10268-0974
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST REINVESTMENT PROGRAM
REQUEST FORM
I would like to learn more about the Reinvestment Program offered by the
Sponsor. I understand that my request for more information regarding the
Reinvestment Program in no way obligates me to participate in the Reinvestment
Program, and that this request form is not an offer to sell.
Please send me more information, including a current prospectus for the Dean
Witter U.S. Government Money Market Trust.
<TABLE>
<S> <C>
Date: , 19 Signature of
Registered Holder:
My name: (Two signatures if joint tenancy)
(please print)
My Social Security No.:
My address,
including Zip Code: My Brokerage Firm's Name:
(please print)
City & State:
Brokerage Firm's
Signature: Account Number:
(All Information MUST Be Completed)
</TABLE>
<PAGE>
investors to finance the national debt, and material reformulation of federal
tax, monetary and regulatory policies. These conditions have been associated
with wide fluctuations in interest rates and thus in the value of fixed rate
debt obligations. The Sponsor cannot predict whether such fluctuations will
continue in the future.
The Securities in the Portfolio were chosen in part on the basis of their
respective stated maturity dates. The ranges of maturity dates of each of the
Securities contained in the Portfolio are shown on the "Schedule of Portfolio
Securities".
The Trust may be an appropriate medium for investors who desire to invest in
a portfolio of taxable fixed income federal securities offering the safety of
capital provided by an investment in U.S. Treasury obligations backed by the
full faith and credit of the United States Government. Investors in the Trust
may find it advantageous to elect to reinvest the monthly distributions expected
to be made by the Trust, under the Reinvestment Program of the Sponsor. (See:
"Reinvestment Program".)
Certain of the Securities in the Trust may have been acquired at a market
premium. Securities trade at a premium because the interest rates on the
Securities are higher than interest on comparable debt securities being issued
at currently prevailing interest rates. The current returns of securities
trading at a market premium are higher than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because premium securities tend to decrease in market value as they
approach maturity, when the face amount becomes payable. Because part of the
purchase price is thus returned not at maturity but through current income
payments, an early redemption at par of a security purchased at a premium, if
applicable, or a maturity at par of a security purchased at a premium will
result in a reduction in yield and a loss of principal to the Unit Holders. If
currently prevailing interest rates for newly issued and otherwise comparable
securities increase, the market premium of previously issued securities will
decline and if currently prevailing interest rates for newly issued comparable
securities decline, the market premium of previously issued securities will
increase, other things being equal. Market premium attributable to interest rate
changes does not indicate market confidence in the issue.
SUMMARY DESCRIPTION OF THE PORTFOLIO
The Portfolio consists of Securities issued by the United States of America
("Treasury Obligations"), which are direct obligations of the United States and
therefore are backed by the full faith and credit of the United States
Government. As used herein, the term "Securities" includes the Securities
initially deposited in the Trust listed under "Schedule of Portfolio Securities"
and any Additional Securities which may be acquired and held by the Trust in the
circumstances permitted by the provisions of the Indenture. The Securities are
different issues of bonds, notes, debentures and other debt obligations with
fixed final maturity dates. None of the Securities have any equity or conversion
features. Most of the Securities are current interest-bearing obligations of the
United States of America or, in the case of Securities not delivered on the Date
of Deposit, contracts to purchase such obligations assigned to the Trustee.
Certain of the Securities may be "zero coupon" obligations of the United States.
A zero coupon bond makes no present interest payments. Rather, it makes one
payment of its face amount at maturity.
Treasury Obligations represent 100% of the aggregate market value of the
Portfolio. These Securities are sold by the United States Department of the
Treasury (the "Treasury") to finance shortfalls between the Treasury's income
and expenditures. Such gaps may have been planned and accounted for in the
budget, or they may arise from unexpected changes in economic, political, fiscal
and other circumstances. Treasury Securities constitute public debt of the
United States and are, therefore, direct obligations of the United States.
The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for the
purchase of such contracts) listed under "Schedule of Portfolio Securities" as
long as such Securities may continue to be held from time to time in the Trust
(including certain securities deposited in the Trust in exchange or substitution
for any Securities pursuant to the Indenture) together with accrued and
undistributed interest thereon and undistributed and uninvested cash realized
from the disposition of Securities. Because certain of the Securities from time
to time may be redeemed, if applicable, or will mature in accordance with their
terms or may be sold under certain circumstances described herein, and because
Additional Securities may be deposited into the Trust from time to time, the
Trust is not expected to retain for any length of time its present size and
composition.
In the event of a failure to deliver any Security that has been purchased
for the Trust, including Securities purchased on a when, as and if issued basis
("Contract Obligations") (the "Failed Security" in the case of the failure to
deliver a Security purchased for the Trust and a "Failed Contract Obligation" in
the case of the failure to deliver a Contract Obligation), the Sponsor is
authorized under the Agreement to direct the Trustee to acquire other securities
(the "Replacement Securities") and to substitute them in the Portfolio of the
Trust within 90 days of the initial Date of Deposit. Should any Security or
Contract Obligation fail, and Replacement Securities are not substituted
therefor in the Portfolio, the Sponsor will refund to each Unit Holder the
portion of the sales charge and the pro rata portion of the cost of such Failed
Security or Failed Contract Obligation.
Replacement Securities must be deposited with the Trustee within 20 days
after delivery of notice of a Failed Security or a Failed Contract Obligation
(but in no event later than the 90th day following the initial Date of Deposit)
and the purchase price thereof (exclusive of accrued interest) may not exceed
the amount of funds reserved by the Trustee pursuant to a letter of credit
supplied by the Sponsor for the purchase of the Failed Security or Failed
Contract Obligation. The Replacement Securities must (i) be Treasury
Obligations, (ii) have a fixed maturity approximately the same as the fixed
maturity of the Security replaced, and (iii) be purchased at a price that
results in a yield to maturity and in a current return, in each case as of the
date on which such Replacement Securities are deposited with the Trustee, which
is equivalent (taking into consideration then current market conditions) to the
yield to maturity and current return of the related Failed Security or Failed
Contract
2
<PAGE>
Obligation. Whenever a Replacement Security has been acquired for the Trust, the
Trustee shall, within five days thereafter, notify all Unit Holders of the
acquisition of the Replacement Security and shall, no later than the next
Distribution Date, make a pro rata distribution of the amount, if any, by which
the cost to the Trust of the Failed Security or Failed Contract Obligation
exceeded the cost of the Replacement Security.
The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units on the bid side of the market for the Units.
(See: "Public Offering of Units -- Secondary Market".) Unit Holders of the
Trust, in the absence of a secondary market for Units, will have the right to
have one or more of their Units redeemed with the Trustee at a price equal to
the Redemption Value thereof (see: "Redemption"), based on the then aggregate
bid price for the Securities in the Portfolio. Due to fluctuations in the market
price of the Securities in the Portfolio and the fact that the initial Public
Offering Price is based on the offering side of the market and includes a sales
charge, among other factors, the amount realized by a Unit Holder upon the
redemption or sale of Units may be less than the price paid for such Units by
the Unit Holder.
RATING OF UNITS
Standard & Poor's Corporation has rated the Units of the Trust "AAA". This
is the highest rating assigned by Standard & Poor's Corporation. (See:
"Description of Rating".) Standard & Poor's Corporation has been compensated by
the Sponsor for its services in rating Units of the Trust.
OBJECTIVES AND SECURITIES SELECTION
The Trust was formed to provide investors with an investment vehicle whose
objectives are safety of capital and current monthly distributions of interest.
There is no guarantee, however, that the Trust's objectives will be achieved.
Even though the Portfolio consists primarily of Treasury Obligations which
pay interest no more often than semi-annually, the Trust will pay interest
monthly through advances made by the Trustee, which will then be reimbursed when
interest is received (see: "Distributions from Interest and Principal
Accounts").
In selecting Securities for deposit in the Trust, the following factors,
among others, were considered by the Sponsor: (i) the types of such securities
available; (ii) the prices and yields of such securities relative to other
comparable securities; and (iii) the maturities of such securities.
The yields on Securities of the type deposited in the Trust are dependent on
a variety of factors, including general money market conditions, fluctuations in
interest rates, general conditions of the government securities markets, size of
a particular offering and the maturity of the obligations.
THE UNITS
On the initial Date of Deposit, each Unit represented the fractional
undivided interest in the Trust set forth under "Summary of Essential
Information", in the ratio of 1 Unit for each $1 principal amount of Securities
in the Trust. Thereafter, if Units are redeemed by the Trustee, the face amount
of Securities in the Trust will be reduced by amounts allocable to redeemed
Units, and the fractional undivided interest represented by each Unit in the
balance will be increased, although the interest in the Trust assets represented
by each Unit will remain unchanged. If additional Units are issued by the Trust
(through deposit by the Sponsor of Additional Securities in connection with the
issuance of Additional Units), the aggregate Securities in the Trust will be
increased by amounts allocable to Additional Units, and the fractional undivided
interest represented by each Unit in the balance will be decreased, although the
interest in the Trust assets represented by each Unit will remain unchanged.
Units will remain outstanding until redeemed upon tender to the Trustee by any
Unit Holder (which may include the Sponsor) or until the termination of the
Trust itself (see: "Redemption" and "Amendment and Termination of the Indenture
-- Termination").
ESTIMATED ANNUAL INCOME, ESTIMATED CURRENT RETURN AND ESTIMATED LONG-TERM RETURN
On the initial Date of Deposit, the estimated net annual income per 1,000
Units was estimated to be the amount set forth under "Summary of Essential
Information". This figure is computed by dividing the total gross annual
interest income expected to be received by the Trust by the number of Units
outstanding on such date, less estimated annual fees and expenses of the
Trustee, the Sponsor and the Evaluator, multiplied by 1,000 Units. Thereafter,
the net annual income per 1,000 Units will change whenever Securities mature,
are redeemed, or are sold, or as substitute or additional Securities are
deposited into the Trust, or as the expenses of the Trust change. The fees of
the Trustee, Sponsor and the Evaluator are subject to change without the consent
of Unit Holders to the extent provided under "Expenses and Charges".
The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the offering price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated in
Part A will be realized in the future. The Estimated Long-Term Return on the
Date of Deposit is set forth under "Summary of Essential Information". Estimated
Long-Term Return is a measure of the estimated return to the investor earned
over the estimated life of the Trust. The Estimated Long-Term Return represents
an average of the yields to estimated average life of the Securities in the
Portfolio and is adjusted to reflect expenses and sales charges. The
3
<PAGE>
Estimated Long-Term Return figure is calculated by the Sponsor in the manner
discussed below, using an estimated average life for each of the Securities.
Estimated average life is an essential factor in the calculation of Estimated
Long-Term Return. When the Trust has a shorter average life than is estimated,
Estimated Long-Term Return will be higher if the Trust contains securities
priced at a discount and lower if the securities are priced at a premium.
Conversely, if the Trust has a longer average life than is estimated, Estimated
Long-Term Return will be lower when the securities are priced at a discount and
higher if the securities are priced at a premium. In calculating Estimated
Long-Term Return, the average yield for the Portfolio is derived by weighting
each Security's yield (which takes into account the amortization of premiums and
the accretion of discounts) by the market value of the Security and by the
amount of time remaining to the estimated average life. Once the average
Portfolio yield is computed, this figure is then adjusted for estimated expenses
and the effect of the maximum sales charge paid by investors. The Estimated
Current Return and Estimated Long-Term Return are expected to differ because the
calculation of the Estimated Long-Term Return reflects the estimated date and
amount of principal returned while the Estimated Current Return calculations
include only Net Annual Interest Income and Public Offering Price as of the Date
of Deposit. The Estimated Current Return and the Estimated Long-Term Return will
be higher for those Unit Holders paying a reduced sales charge.
TAX STATUS OF THE TRUST
In the opinion of Messrs. Cahill Gordon & Reindel, special counsel for the
Sponsor, under existing law:
The Trust is not an association taxable as a corporation for United
States Federal income tax purposes and income of the Trust will be treated
as income of the Unit Holders in the manner set forth below. Each Unit
Holder will be considered the owner of a pro rata portion of each asset of
the Trust under the grantor trust rules of Sections 671-678 of the Internal
Revenue Code of 1986, as amended (the "Code").
Each Unit Holder will be considered to have received his pro rata share
of interest derived from each Trust asset when such interest is received by
the Trust. Each Unit Holder will be required to include in his gross income,
as determined for Federal income tax purposes, original issue discount with
respect to his interest in a Security held by the Trust at the same time and
in the same manner as though the Unit Holder were the direct owner of such
interest. Each Unit Holder's pro rata share of each expense paid by the
Trust is deductible by the Unit Holder to the same extent as though the
expense had been paid directly by him.
Each Unit Holder will have a taxable event when a Security is disposed
of (whether by sale, exchange, redemption, or payment at maturity) or when
the Unit Holder redeems or sells his Units. The total tax cost of each Unit
to a Unit Holder must be allocated among the cash and Securities held in the
Trust in accordance with their relative fair market value on the date the
Unit Holder purchases his Units in order to determine his per Unit tax basis
for the Securities represented thereby. If a Unit Holder's tax cost of his
pro rata interest in a Security exceeds the amount payable in respect of
such pro rata interest upon the maturity of the Security, such excess is a
"bond premium" which may be amortized by the Unit Holder at the Unit
Holder's election as provided in Section 171 of the Code.
The tax basis of a Unit Holder with respect to his interest in a Security
will be increased by the amount of original issue discount thereon properly
included in the Unit Holder's gross income as determined for Federal income tax
purposes.
The amount of gain recognized by a Unit Holder on a disposition of a
Security by the Trust will be equal to the difference between such Unit Holder's
pro rata portion of the gross proceeds realized by the Trust on the disposition
and the Unit Holder's tax cost basis in his pro rata portion of the Security
disposed of. Any gain recognized on a sale or exchange of a Unit Holder's pro
rata interest in a Security, and not constituting a realization of accrued
"market discount" and any loss will be a capital gain or loss, except in the
case of a dealer or financial institution. Gain realized on the disposition of
the interest of a Unit Holder in a market discount Security is treated as
ordinary income to the extent the gain does not exceed the accrued market
discount. A Unit Holder has an interest in a market discount Security in a case
in which the Unit Holder's tax cost for his pro rata interest in the Security is
less than the stated redemption price thereof at maturity (or the issue price
plus original issue discount accrued up to the acquisition date, in the case of
an original issue discount Security). If the market discount is less than 1/4 of
1% of the stated redemption price of the Security at maturity multiplied by the
number of complete years to maturity, the market discount shall be considered to
be zero. Any capital gain or loss arising from the disposition of a Unit
Holder's pro rata interest in a Security will be a long-term capital gain or
loss if the Unit Holder has held his Units and the Trust has held the Security
for more than one year. Under the Code, net capital gain (i.e., the excess of
net long-term capital gain over net short-term capital loss) of individuals,
estates and trusts is subject to a maximum nominal tax rate of 28%. Such net
capital gain may, however, result in a disallowance of itemized deductions
and/or affect a personal exemption phase-out.
If the Unit Holder sells or redeems a Unit for cash, he is deemed thereby to
have disposed of his entire pro rata interest in all Trust assets represented by
the Unit and will have a taxable gain or loss measured by the difference between
his per Unit tax basis for such assets, as described above, and the amount
realized.
Under the personal income tax laws of the State and City of New York, the
income of the Trust will be treated as the income of the Unit Holders.
The Trust may contain one or more Securities which were originally issued at
a discount ("original issue discount"). In general, original issue discount can
be defined as the difference between the price at which a Security was issued
and its stated redemption price at maturity. In
4
<PAGE>
the case of a Security issued after July 1, 1982, original issue discount is
deemed to accrue on a constant interest method which corresponds, in general, to
the economic accrual of interest (adjusted to eliminate proportionately on an
elapsed-time basis any excess of the amount paid for the Security over the sum
of the issue price and the accrued original issue discount on the acquisition
date). The tax basis in the Security is increased by the amount of original
issue discount that is deemed to accrue while the Security is held. The
difference between the amount realized on a disposition of the Security (ex
currently accrued interest) and the adjusted tax basis of the Security will give
rise to taxable gain or deductible loss upon a disposition of the Security by
the Trust (or a sale or redemption of Units by a Unit Holder).
An individual Unit Holder who is neither a citizen nor a resident of the
United States and a corporate Unit Holder other than a United States domestic
corporation (a "foreign Unit Holder") will not generally be subject to United
States Federal income tax, including withholding taxes, on his, her or its pro
rata share of interest and original issue discount on a Security or any gain
from the sale or other disposition of his, her or its pro rata interest in a
Security held in the Trust, which interest or original issue discount is not
effectively connected with the conduct by the foreign Unit Holder of a trade or
business within the United States and which gain is either (i) not from sources
within the United States or (ii) not so effectively connected, provided that:
(a) with respect to U.S. source interest and original issue discount (i)
the Security is in registered form and was issued after July 18, 1984, (ii)
the foreign Unit Holder does not own actually or constructively 10 percent
or more of the total combined voting power of all classes of voting stock of
Dean Witter, Discover & Co., and (iii) the foreign Unit Holder is not a
controlled foreign corporation related (within the meaning of Section
864(d)(4) of the Code) to Dean Witter, Discover & Co.;
(b) with respect to any U.S.-source capital gain, the foreign Unit
Holder (if an individual) is not present in the United States for 183 days
or more during his or her taxable year in which the gain was realized and so
certifies; and
(c) the foreign Unit Holder provides the required certifications
regarding (i) his, her or its status, (ii) in the case of U.S.-source
income, the fact that the interest, original issue discount or gain is not
effectively connected with the conduct by the foreign Unit Holder of a trade
or business within the United States, and (iii) if determined to be
required, the 10 percent stock ownership and controlled foreign corporation
matters mentioned in clauses (a)(ii) and (iii) above.
Foreign Unit Holders should consult their own tax counsel with respect to
United States tax consequences of ownership of Units.
Each Unit Holder (other than a foreign Unit Holder who has properly provided
the certifications described in the preceding paragraph) will be requested to
provide the Unit Holder's taxpayer identification number to the Trustee and to
certify that the Unit Holder has not been notified that payments to the Unit
Holder are subject to back-up withholding. If the taxpayer identification number
and an appropriate certification are not provided when requested, 31% back-up
withholding will apply.
The foregoing discussion relates only to United States Federal and, to the
extent stated, New York State and City income taxes.
Investors should consult their tax counsel for advice with respect to their
own particular tax situations.
* * *
After the end of each calendar year, the Trustee will furnish to each Unit
Holder an annual statement containing information relating to the interest
received by the Trust on the Securities, the gross proceeds received by the
Trust from the disposition of any Security (resulting from redemption or payment
at maturity of any Security or the sale by the Trust of any Security ), and the
fees and expenses paid by the Trust. The Trustee will also furnish required
annual information returns to each Unit Holder and to the Internal Revenue
Service.
The Sponsor believes that Unit Holders who are individuals should not be
subject to state personal income taxes on the interest (including original issue
discount) received through the Trust. However, Unit Holders (including
individuals) may be subject to state and local taxes on any capital gains (or
market discount treated as ordinary income) derived from the Trust and to other
state and local taxes (including corporate income and franchise taxes, personal
property or intangibles taxes and estate or inheritance taxes) on the Units or
the income derived therefrom. In addition, individual Unit Holders (and all
other Unit Holders which are not subject to state income taxes with respect to
the interest derived from the Trust) will probably not be entitled to a
deduction for state tax purposes for their share of the fees and expenses paid
by the Trust or for any interest on indebtedness incurred to purchase or carry
their Units. Even though the Sponsor believes that interest income (including
original issue discount) received through Trust is exempt from state personal
income taxes on individuals in most states, Unit Holders should consult their
own tax advisers with respect to state and local taxation matters.
RETIREMENT PLANS
Trust Units may be suited for purchase by Individual Retirement Accounts and
pension, profit-sharing and other qualified retirement plans. Investors
considering participation in any such plan should review specific tax laws and
pending legislation related thereto and should consult their attorneys or tax
advisers with respect to the establishment and maintenance of any such plan.
5
<PAGE>
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of Units during the initial offering period is
computed by adding to the aggregate offering price, and thereafter by adding to
the aggregate bid price, of the Securities in the Trust, any money in the
Interest and Principal Accounts other than money held to make payments to Unit
Holders on a monthly Distribution Date and amounts representing taxes, fees and
expenses of the Trust and money required to redeem tendered Units, by dividing
such sum by the number of Units outstanding and then adding the sales charge
shown in "Summary of Essential Information". For purchases settling after the
first settlement date (including purchases of Units created after the initial
date of deposit) a proportionate share of accrued and undistributed interest on
the Securities from such date to the settlement date for the Units purchased is
also added to the Public Offering Price. (See: "Estimated Annual Income,
Estimated Current Return and Estimated Long-Term Return Per 1,000 Units".) In
addition, amounts necessary to be collected by the Trustee to permit the Trustee
to make equal distributions to all Unit Holders will be added to the Public
Offering Price upon the initial sale of Additional Units. The Public Offering
Price on the date of this Prospectus or on any subsequent date will vary in
accordance with fluctuations in the evaluation of the underlying Securities in
the Trust.
During the initial public offering period and thereafter, the aggregate
offering or bid prices of the Securities in the Trust, as is appropriate, shall
be determined for the Trust by the Evaluator. Following the initial public
offering period, evaluations made for purposes of secondary market transactions
by the Sponsor will be made on the bid side of the market on each business day
as of the Evaluation Time, effective for all sales made during the preceding
24-hour period. Evaluations, for purposes of redemptions by the Trustee, will be
made each business day as of the Evaluation Time, effective for all redemptions
made subsequent to the last preceding determination.
In addition to the Public Offering Price, the price of a Unit includes the
Unit's share of accrued interest on the Securities. Because of the varying
interest payment dates of the Securities, accrued interest on the Securities at
any point in time will be greater than the amount of interest actually received
by the Trust and distributed to Unit Holders. Therefore, the Unit's share of
accrued interest is always added to the value of the Units. If a Unit Holder
sells all or a portion of his Units, he is entitled to receive his proportionate
share of the accrued interest on the Securities from the purchaser of his Units.
Similarly, if a Unit Holder redeems all or a portion of his Units, the
Redemption Price per Unit will include accrued interest on the Securities.
On the Date of Deposit, the Public Offering Price per 1,000 Units (based on
the offering side evaluation of the Securities in the Trust) exceeded the
Sponsor's Repurchase Price per 1,000 Units and the Redemption Price per 1,000
Units (based upon the bid side evaluation of the Securities in the Trust) by the
amounts set forth in "Summary of Essential Information".
PUBLIC DISTRIBUTION
During the initial public offering period (i) for Units issued on the
initial Date of Deposit and (ii) for Additional Units issued after such date in
respect of additional deposits of Securities, Units will be distributed to the
public by the Sponsor and through dealers at the Public Offering Price,
calculated on each business day, plus accrued interest on the Securities. The
initial public offering period in each case is 30 days unless all Units are sold
prior thereto whereupon the initial public offering period will terminate. The
initial public offering period may be extended by the Sponsor as long as Units
remain unsold. Upon the termination of the initial public offering period in
each case, unsold Units or Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this Prospectus at the then
current Public Offering Price calculated daily plus accrued interest on the
Securities. The Sponsor intends to qualify Units in states selected by the
Sponsor for sale by the Sponsor and through dealers who are members of the
National Association of Securities Dealers, Inc.
SECONDARY MARKET
While not obligated to do so, it is the Sponsor's present intention to
maintain, at its expense, a secondary market for Units of this series of the
Dean Witter Select Government Trust and to continuously offer to repurchase
Units for Unit Holders at the applicable Sponsor's Repurchase Price. (See:
"Summary of Essential Information".) The Sponsor's Repurchase Price is computed
by adding to the aggregate of the bid prices of the Securities in the Trust, any
money in the Interest and Principal Accounts other than money held to make
payments to Unit Holders on a monthly Distribution Date and money required to
redeem tendered Units, plus accrued interest on the Securities, deducting
therefrom expenses of the Trustee, Sponsor, Evaluator and counsel, and taxes, if
any, and then dividing the resulting sum by the number of Units outstanding, as
of the date of such computation. There is no refund of the sales charge nor is
there any additional sales charge incurred, when a Unit Holder sells Units back
to the Sponsor. Any Units repurchased by the Sponsor at the Sponsor's Repurchase
Price may be reoffered to the public by the Sponsor at the then current Public
Offering Price, plus accrued interest. Any profit or loss resulting from the
resale of such Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any other business reason),
the Sponsor may, at any time, occasionally, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so, the Sponsor may, as
a service to Unit Holders, offer to repurchase Units at the Redemption Price, a
price based on the current bid prices for the Securities, plus accrued interest.
Alternatively, Unit Holders may redeem their Units through the Trustee. The
Redemption Price per Unit is computed in the same manner as the Sponsor's
Repurchase Price, and is based on the bid side evaluation of the Securities, not
the offering side evaluation. There is no refund of the sales charge, nor is any
additional sales charge incurred, when a Unit
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<PAGE>
Holder redeems Units. If the Sponsor repurchases Units in the secondary market
at the Redemption Price, it may reoffer these Units in the secondary market at
the Public Offering Price or the Sponsor may tender Units so purchased to the
Trustee for redemption. In no event will the price offered by the Sponsor for
the repurchase of Units be less than the current Redemption Price of those
Units. (See: "Redemption".)
PROFIT OF SPONSOR
The Sponsor receives a sales charge on Units sold to the public and to
dealers. The Sponsor may have also realized a book profit (or sustained a loss)
on the deposit of the Securities in the Trust representing the difference
between the cost of the Securities to the Sponsor and the cost of the Securities
to the Trust (for a description of such profit (or loss) and the amount of such
difference see "Summary of Essential Information"). In addition, the Sponsor may
receive placement fees or may realize profits or sustain losses with respect to
Securities acquired from underwriting syndicates of which the Sponsor is a
member. During the initial public offering period and thereafter to the extent
Additional Units continue to be issued and offered for sale to the public, the
Sponsor may realize additional profit (or sustain a loss) due to daily
fluctuations in the offering prices of the Securities in the Trust and thus in
the Public Offering Price of Units received by the Sponsor. Cash, if any,
received by the Sponsor from the Unit Holders prior to the settlement date for
purchase of Units or prior to the payment for Securities upon their delivery may
be used in the Sponsor's business to the extent permitted by applicable
regulations and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units (based on the bid side of the Securities
in the Trust) and the prices at which the Sponsor resells such Units (such
prices include a sales charge) or the prices at which the Sponsor redeems such
Units (based on the bid side of the Securities in the Trust), as the case may
be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced, or may
discontinue the discount altogether. This discount in the sales charge is
available to volume purchasers of Units due to the realization of economies of
scale in sales effort and sales related expenses relating to volume purchases.
The sales charge will be reduced pursuant to the following graduated scale
for sales to any person of at least $250,000:
<TABLE>
<CAPTION>
SALES CHARGE
--------------------------------------------------------------------------------------
INITIAL SECONDARY
------------------------------------------ ------------------------------------------
PERCENT OF PERCENT OF PERCENT OF PERCENT OF
PUBLIC OFFERING PRICE NET AMOUNT INVESTED PUBLIC OFFERING PRICE NET AMOUNT INVESTED
--------------------- ------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Less than $250,000......... 1.50% 1.523% 1.75% 1.781%
$250,000 to $499,999....... 1.25% 1.266% 1.50% 1.523%
$500,000 or more........... 1.00% 1.010% 1.25% 1.266%
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust only on any one day by the same person,
partnership or corporation (other than a dealer) in the amounts stated herein.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age of 21 are deemed for the purposes hereof to be
registered in the name of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a partnership or
corporation, purchasing Units for a single trust estate or single fiduciary
account.
Sales to dealers will be made at prices which include a concession as
follows:
<TABLE>
<CAPTION>
PRIMARY MARKET SECONDARY MARKET
----------------------------------- -----------------------------------
SALES CHARGE DEALER CONCESSION SALES CHARGE DEALER CONCESSION
--------------- ------------------ --------------- ------------------
<S> <C> <C> <C>
1.50% 1.05 % 1.75% 1.22 %
1.25 .875 1.50 1.05
1.00 .70 1.25 .875
</TABLE>
Dealers purchasing certain dollar amounts of Units during the life of the
Trust will be entitled to additional concession benefits. The dealer concession
for secondary market sales may differ from the concessions set forth in the
above schedule. The Sponsor reserves the right, at any time, to change the level
of dealer concessions.
REINVESTMENT PROGRAM
Distributions of interest, if any, are made to Unit Holders monthly.
Distributions of principal will be made annually beginning in the year mentioned
previously in this prospectus and may be more frequent. The Unit Holder has the
option, however, of either receiving his distributions of income and principal
from the Trustee or participating in the reinvestment program offered by the
Sponsor, the Dean Witter U.S. Government Money Market Trust (the "Fund"). The
Fund is composed primarily of high-yielding short-term government securities
that are managed by the InterCapital Division of the Sponsor. Dividend
distributions from the Fund to foreign investors will generally be subject to
U.S.
7
<PAGE>
withholding taxes. Participation in the reinvestment program is conditioned on
such program's lawful qualification for sale in the state in which the Unit
Holder is a resident. For more information concerning this program, the Unit
Holder should fill out and mail in the attached card to the Trustee. The
appropriate prospectus will be sent to the Unit Holder. A Unit Holder's election
to participate in the reinvestment program will apply to all Units of this
series of the Trust owned by such Unit Holder. The Unit Holder should read the
prospectus for the reinvestment program carefully before deciding to
participate. Once a Reinvestment Election has been chosen by the Unit Holder,
such election shall remain in effect until changed by the Unit Holder.
Any Unit Holder may, by filing with the Trustee a written notice of election
at least ten days before the Record Date for the first distribution to which it
is to apply, elect to have distributions of principal and interest, if any,
reinvested in the Dean Witter U.S. Government Money Market Trust. Unit Holders
participating in Individual Retirement Accounts and pension, profit-sharing and
other qualified retirement plans, should consult their plan custodian as to the
appropriate disposition of distributions. Elections may be modified or revoked
upon similar notice.
REDEMPTION
RIGHT OF REDEMPTION
Units represented by a Certificate may be redeemed at the Redemption Price,
computed as set forth below, upon tender of such Certificate to the Trustee at
its unit investment trust office in the City of New York, properly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee, as set forth in the Certificate, and executed by the Unit Holder or its
authorized attorney. A Unit Holder may tender his Units for redemption at any
time after the settlement date for purchase, whether or not such Unit Holder has
received a definitive Certificate. The Redemption Price per Unit is calculated
by adding to the current bid prices for the Securities in the Trust (1) any
money in the Principal Account and Interest Account, other than money required
to redeem tendered Units, (2) a proportionate share of accrued interest and
undistributed interest income on the Securities not subject to collection and
distribution, determined to the day of tender plus a sum equivalent to the
amount of accrued interest which would have been payable with respect to such
tendered Units as of the date of computation deducting therefrom expenses of the
Trustee, the Sponsor, the Evaluator and counsel and taxes, if any, and dividing
the resulting sum by the number of Units outstanding as of the date of such
computation. There is no sales charge incurred when a Unit Holder tenders Units
to the Trustee for redemption. The Unit Holder is entitled to receive the
Redemption Price on the seventh calendar day following tender. The "date of
tender" is deemed to be the date on which the Units are received by the Trustee,
except as regards Units received after the Evaluation Time stated under "Summary
of Essential Information", the date of tender is the next day on which such
Exchange is open for trading and such Units will be deemed to have been tendered
to the Trustee on such day for redemption at the Redemption Price computed on
that day.
Any amounts to be paid on redemption representing interest shall be
withdrawn from the Interest Account to the extent funds are available or, if the
balance therein is insufficient, from the Principal Account. All other amounts
paid on redemption shall be withdrawn from the Principal Account. The Trustee is
authorized by the Indenture to sell Securities in order to provide funds for
redemption. To the extent Securities are sold, the size of a Trust will be
reduced. The Trustee will attempt to maintain the proportions of types of
Securities in the Trust if required to sell Securities pursuant to this
provision. Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum principal amount in which Securities may
be required to be sold, the proceeds of such sales may exceed the amount
necessary for payment of Units redeemed. Such excess proceeds will be
distributed pro rata to all remaining Unit Holders of record unless such
proceeds are used to purchase Additional Securities.
The Securities to be sold for purposes of redeeming Units will be in
proportion to the different types of Securities in the Trust. Provision is made
under the Indenture for the Sponsor to specify minimum face amounts in which
blocks of Securities are to be sold in order to obtain the best price for the
Trust.
COMPUTATION OF REDEMPTION PRICE
The value of the Trust is determined as of the Evaluation Time stated under
"Summary of Essential Information" and (a) semiannually, on June 30 and December
31 of each year (or the last Business Day prior thereto), (b) on the day on
which any Unit is tendered for redemption and (c) on any other Business Day
desired by the Trustee or requested by the Sponsor.
(1) by adding: the aggregate bid side evaluation of Securities in the
Trust, as determined by the Evaluator; cash on hand in the Trust or moneys
in the process of being collected from matured interest coupons or bonds
prepaid, matured or called for redemption, other than money deposited to
purchase Contract Obligations or money credited to the Reserve Account; and
accrued but unpaid interest on the Securities at the close of business on
the date of such Evaluation; and then,
(2) by deducting from the resulting figure: amounts representing any
applicable taxes or governmental charges payable out of the Trust for the
purpose of making an addition to the reserve account (as defined in the
Indenture, the "Reserve Account"), amounts representing accrued expenses of
the Trust (including, but not limited to, amounts representing unpaid fees
of the Trustee, the Sponsor, bond counsel and the Evaluator) and monies held
for distribution to Unit Holders of record as of a date prior to the
evaluation being made on the days or dates set forth above; and then,
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<PAGE>
(3) by dividing the result of the above computation by the total number
of Units outstanding on the date of evaluation. The resulting figure equals
the Redemption Price per Unit.
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption for any period during which the New York Stock Exchange, Inc. is
closed, other than for customary weekend and holiday closings, or during which
trading on that Exchange is restricted or an emergency exists as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for such other periods as the Securities and Exchange Commission may by order
permit. The Trustee is not liable to any person or in any way for any loss or
damage that may result from any such suspension or postponement.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and vested with all right, title and interest in the Trust created
therein. A Unit Holder may at any time tender a Certificate to the Trustee for
redemption. Ownership of Units is evidenced by registered Certificates of
Beneficial Interest issued in denominations of one or more Units and executed by
the Trustee and the Sponsor. These Certificates are transferable or
interchangeable upon presentation at the unit investment trust office of the
Trustee, properly endorsed or accompanied by an instrument of transfer
satisfactory to the Trustee and executed by the Unit Holder or its authorized
attorney, together with the payment of $2.00, if required by the Trustee, or
such other amount as may be determined by the Trustee and approved by the
Sponsor, and any other tax or governmental charge imposed upon the transfer of
Certificates. The Trustee will replace any mutilated, lost, stolen or destroyed
Certificate upon proper identification, satisfactory indemnity and payment of
charges incurred. Any mutilated Certificate must be presented to the Trustee
before any substitute Certificate will be issued.
CERTAIN LIMITATIONS
Consent of Unit Holders is not required except with respect to certain
amendments and terminations of the Trust. (See: "Amendment and Termination of
the Indenture".) Unit Holders shall have no right to control the operation or
administration of the Trust in any manner, except upon the vote of 51% of the
Unit Holders outstanding at any time for purposes of amendment, or termination
of the Trust, all as provided in the Indenture; however, no Unit Holder shall
ever be under any liability to any third party for any action taken by the
Trustee, the Evaluator or the Sponsor.
The death or incapacity of any Unit Holder will not operate to terminate the
Trust or entitle the legal representatives or heirs of such Unit Holder to claim
an accounting or to take any other action or proceeding in any court for a
partition or winding up of the Trust.
EXPENSES AND CHARGES
INITIAL EXPENSES
All expenses and charges incurred prior to or in the establishment of the
Trust, including the initial preparation, printing and execution of the
Indenture and the Certificates, the initial fees of the Evaluator, initial legal
and auditing expenses, the cost of the preparation and printing of this
Prospectus and all other advertising and selling expenses, have been or will be,
paid by the Sponsor or the Trustee and not the Trust.
FEES
The Sponsor's fee is set forth in "Summary of Essential Information --
Sponsor's Annual Supervision Fee." Such fee, which is calculated on an annual
basis, is earned for Portfolio supervisory services and is paid monthly.
For its services as Trustee under the Indenture, the Trustee receives
annually the amount set forth under "Summary of Essential Information," computed
on the basis of the largest principal amount of Securities in the Trust at any
time during the period with respect to which such compensation is made. The
Trustee also receives benefits to the extent that it holds funds on deposit in
various non-interest bearing accounts created under the Indenture.
For each evaluation of the Securities in the Trust, the Evaluator shall
receive against a statement submitted to the Trustee a fee as set forth under
"Summary of Essential Information."
The Sponsor's fee, Trustee's fees and the Evaluator's fees are payable as of
each Record Date from the Interest Account, to the extent funds are available
and thereafter from the Principal Account. Any of such fees may be increased
without approval of the Unit Holders in accordance with the terms of the
Indenture.
9
<PAGE>
OTHER CHARGES
The following additional charges are or may be incurred by the Trust, as
more fully described in the Indenture: (a) fees of the Trustee for extraordinary
services, (b) expenses of the Trustee (including legal and auditing expenses)
and of counsel designated by the Sponsor, (c) various governmental charges, (d)
expenses and costs of any action taken by the Trustee to protect the Trust and
the rights and interests of the Unit Holders, (e) indemnification of the Trustee
for any loss, liability or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith or willful misconduct on its part or
reckless disregard of its obligations and duties, (f) indemnification of the
Sponsor for any losses, liabilities and expenses incurred in acting as Sponsor
or Depositor under the Indenture without gross negligence, bad faith or willful
misconduct or reckless disregard of its obligations and duties, (g) expenditures
incurred in contacting Unit Holders upon termination of the Trust and (h) to the
extent then lawful, expenses (including legal, auditing and printing expenses)
of maintaining registration or qualification of the Units and/or the Trust under
Federal or state securities laws so long as the Sponsor is maintaining a market
for the Units. The accounts of the Trust will be audited not less frequently
than annually by independent public accountants selected by the Sponsor. The
cost of such audits will be an expense of the Trust.
The fees and expenses set forth herein are payable out of the Trust and when
so paid by or owing to the Trustee are secured by a lien on the Trust. If the
balances in the Interest and Principal Accounts are insufficient to provide for
amounts payable by the Trust, the Trustee has the power to sell Securities to
pay such amounts. To the extent Securities are sold, the size of the Trust will
be reduced and the proportions of the types of Securities will change. Such
sales might be required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be realized. Moreover, due
to the minimum principal amount in which Securities may be required to be sold,
the proceeds of such sales may exceed the amount necessary for the payment of
such fees and expenses.
ADMINISTRATION OF THE TRUST
RECORDS AND ACCOUNTS
The Trustee will keep records and accounts of all transactions of the Trust
at its unit investment trust office at 101 Barclay Street, New York, New York
10286. These records and accounts and an executed copy of the Indenture will be
available for inspection by Unit Holders at reasonable times during normal
business hours. The Trustee will additionally keep on file for inspection by
Unit Holders a current list of the Securities held in the Trust. In connection
with the storage and handling of certain Securities deposited in the Trust, the
Trustee is authorized to use the services of Depository Trust Company. These
services would include safekeeping of the Securities, coupon-clipping, computer
book-entry transfer and institutional delivery services. The Depository Trust
Company is a limited purpose trust company organized under the Banking Law of
the State of New York, a member of the Federal Reserve System and a clearing
agency registered under the Securities Exchange Act of 1934.
DISTRIBUTION
The Trustee will collect the interest on the Securities (including monies
representing penalties for the failure to make timely payments on the
Securities, liquidated damages for default or breach of any condition or term of
the Securities, and monies paid (if any) pursuant to any contract of insurance
representing interest on the Securities) as it becomes payable, and credit such
interest to a separate Interest Account created by the Indenture. All monies
received by the Trustee from sources other than interest will be credited to a
separate Principal Account. All funds collected or received will be held by the
Trustee in trust without interest to Unit Holders as part of the Trust or the
Reserve Account (if any) established pursuant to the Indenture for taxes or
charges referred to herein, until required to be disbursed in accordance with
the provisions of the Indenture.
DISTRIBUTION FROM THE INTEREST AND PRINCIPAL ACCOUNT
Interest and principal received by the Trust, net of expenses and charges,
will be distributed on each Distribution Date on a pro rata basis to Unit
Holders of record as of the preceding Record Date. All distributions will be net
of applicable expenses, funds required for the redemption of Units and, if
applicable, reimbursements to the Trustee for interest payments advanced to Unit
Holders discussed below. (See: "Summary of Essential Information", "Expenses and
Changes" and "Redemption".)
The Trustee will credit to the Interest Account all interest received by the
Trust, including that part of the proceeds of any disposition of securities of
the Trust which represents accrued interest. All other receipts will be credited
to the Principal Account. The pro rata share of the Interest Account and the pro
rata share of cash in the Principal Account represented by each Unit will be
computed by the Trustee each month as of the Record Date. (See "Summary of
Essential Information.") Proceeds received from the disposition of any of the
Securities subsequent to a Record Date and prior to the next succeeding
Distribution Date will be held in the Principal Account and will not be
distributed until the following Distribution Date. The distribution to Unit
Holders as of each Record Date will be made on the following Distribution Date
or shortly thereafter and shall consist of an amount substantially equal to
one-twelfth of such Unit Holder's pro rata share of the estimated annual income
to the Interest Account after deducting estimated expenses (the "Monthly
Interest Distribution") plus such Unit Holder's pro rata share of the cash
balance in the Principal Account computed as of the close of business on the
preceding Record Date. Persons who purchase Units between a Record Date and a
Distribution Date will receive their first distribution on the second
Distribution Date following their purchase of
10
<PAGE>
Units. No distribution need be made from the Principal Account if the balance
therein is less than an amount sufficient to distribute $.001 per Unit. The
Monthly Interest Distribution per 1,000 Units initially will be in the amount
shown under "Summary of Essential Information" and will change as the income and
expenses of the Trust change and as Securities are exchanged, redeemed, mature
or sold.
Normally, interest payments on the Securities in the Portfolio of the Trust
which pay interest are made on a semi-annual basis. Therefore, it may take
several months after the Date of Deposit for the Trustee to receive sufficient
interest payments on the Securities to begin monthly distributions of interest
to Unit Holders. Further, because interest payments on the Securities which pay
interest are not received by the Trust at a constant rate throughout the year,
any Monthly Interest Distribution may be more or less than the amount credited
to the Interest Account as of a Record Date. In order to eliminate these
fluctuations, the Trustee is required under the Indenture to advance such
amounts as may be necessary to provide Monthly Interest Distributions of equal
amounts. The Trustee will be reimbursed, without interest, for any such advances
from funds available in the Interest Account on the next pursuing Record Date or
Record Dates, as the case may be. Funds which are available for future
distributions, payments of expenses and redemptions are in accounts which are
non-interest bearing to Unit Holders and are available for use by the Trustee,
pursuant to normal banking procedures. In addition, because of varying interest
payment dates of the Securities comprising the Trust's Portfolio, accrued
interest at any point in time will be greater than the amount of interest
actually received by the Trust and distributed to Unit Holders. This excess
accrued but undistributed interest amount (the "accrued interest carryover")
will be added to the value of the Units on any purchase after the initial Date
of Deposit. If a Unit Holder sells or redeems all or a portion of his Units, a
portion of his sale proceeds will be allocable to his proportionate share of the
accrued interest carryover. Similarly, if a Unit Holder redeems all or a portion
of his Units, the Redemption Price per Unit which he is entitled to receive from
the Trustee will also include his accrued interest carryover on the Securities.
The Trust has been structured so that a positive cash balance in the
Interest Account will be available to pay the current expenses and charges of
the Trust. Therefore, it is not anticipated that the Trustee will have to sell
Securities to pay such expenses. The Trustee, when making interest
distributions, will have previously deducted from the Interest Account the
expenses and charges mentioned above, and thus will distribute on each
Distribution Date an amount which will be less than the interest accrued on the
Securities to each Unit Holder on or immediately prior to such Distribution Date
by amounts equal to the current expenses and charges of the Trust.
The Trustee has agreed to advance to the Trust the amount of accrued
interest due on the Securities in the Portfolio from their respective issue
dates or previous interest payment dates through the first expected settlement
date. This accrued interest amount will be paid to the Sponsor as the holder of
record of all Units on such date. Consequently, when the Sponsor sells Units of
a Trust after the date of the Prospectus, the amount of accrued interest to be
added to the Public Offering Price of the Units purchased by an investor will
include only accrued interest from the first expected settlement date to, but
not including, the date of settlement of the investor's purchase (normally five
business days after purchase), less any distributions from the Interest Account.
Since a person who contracts to purchase Units on the date of the Prospectus
will settle such purchase on the first expected settlement date of Units, no
accrued interest will be added to the Public Offering Price. The Trustee will
recover its advancements to the Trust (without interest or other cost to the
Trust) from interest received on the Securities deposited in the Trust.
REPORTS TO UNIT HOLDERS
With each distribution from the Interest Account or Principal Account of the
Trust, the Trustee will furnish to the Unit Holders, a statement of the amount
being distributed, expressed in each case as a dollar amount per 1,000 Units. In
the event that the Issuer of any of the Securities fails to make payment when
due of any interest or principal and such failure results in a change in the
amount which would otherwise be distributed as a periodic distribution, the
Trustee will, with the first such distribution following such failure, set forth
in an accompanying statement, the Issuer and the Securities, the amount of the
reduction in the distribution per Unit resulting from such failure, the
percentage of the aggregate face amount of Securities which such Security
represents and, to the extent then determined, information regarding any
disposition or legal action with respect to such Security. Within a reasonable
period of time after the end of each calendar year, but in no event later than
February 15, the Trustee will furnish to each person who at any time during such
calendar year was a Unit Holder of record a statement setting forth:
As to the Interest Account: the amount of interest received on the
Securities and amounts representing penalties for the failure to make timely
payments on any of the Securities or liquidated damages for default or
breach of any condition or terms of any of the Securities (or any instrument
underlying any of the Securities); the amount paid from the Interest Account
upon the redemption of Units; the amounts paid from the Interest Account for
purchase of replacement Securities, in the event that the purchase of any
Securities deposited in the Trust was not consummated; the deductions from
the Interest Account for applicable taxes, and fees and expenses of the
Sponsor, the Trustee, the Evaluator and counsel; any other amounts credited
to or deducted from the Interest Account; and the net amount remaining after
such payments and deductions expressed both as a total dollar amount and as
a dollar amount per 1,000 Units outstanding on the last business day of such
calendar year.
As to the Principal Account: the dates of the sale, maturity,
liquidation or redemption of any of the Securities and the net proceeds
received therefrom and from the prepayment of principal of the Securities,
excluding any portion credited to the Interest Account; the amount paid from
the Principal Account representing Units which were redeemed; the amounts
paid from the Principal Account for purchase of replacement Securities, in
the event that the purchase of any Security deposited in the Trust was not
consummated; if amounts in the Interest Account were insufficient, the
deductions from the Principal Account, if any, for payment of applicable
taxes, fees
11
<PAGE>
and expenses of the Sponsor, the Trustee, the Evaluator and counsel; if
amounts in the Interest Account were insufficient, the deductions from the
Principal Account for any other amounts credited to or deducted from the
Interest Account; and the net amount remaining after such payments and
deductions expressed both as a total dollar amount and as a dollar amount
per 1,000 Units outstanding on the last business day of such calendar year.
The following information: a list of the Securities as of the last
business day of such calendar year; the number of Units outstanding on the
last business day of such calendar year; the Redemption Price per 1,000
Units based on the last Trust evaluation made during such calendar year; and
the amounts actually distributed during such calendar year from the Interest
and Principal Accounts, separately stated, expressed both as total dollar
amounts and as dollar amounts per 1,000 Units outstanding on the Record
Dates for such distributions.
In order to comply with tax reporting requirements, the Trustee will furnish
to Unit Holders, upon request, evaluations of the Securities as determined by
the Evaluator. The accounts of the Trust shall be audited not less frequently
than annually by independent certified public accountants designated by the
Sponsor, and the report of such accountants will be furnished by the Trustee to
Unit Holders upon request.
SPONSOR
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organized under
the laws of the State of Delaware and is a principal operating subsidiary of
Dean Witter, Discover & Co., a publicly-traded corporation. Dean Witter is a
financial services company that provides to its individual, corporate, and
institutional clients services as a broker in securities and commodities, a
dealer in corporate, municipal, and government securities, an investment banker,
an investment adviser, and an agent in the sale of life insurance and various
other products and services. Dean Witter is a member firm of the New York Stock
Exchange, the American Stock Exchange, the Chicago Board Option Exchange, other
major securities exchanges and the National Association of Securities Dealers,
and is a clearing member of the Chicago Board of Trade, the Chicago Mercantile
Exchange, the Commodity Exchange Inc., and other major commodities exchanges.
Dean Witter is currently servicing its clients through a network of
approximately 375 domestic and international offices with approximately 7,500
account executives servicing individual and institutional client accounts.
LIMITATIONS ON LIABILITY
The Sponsor is liable for the performance of its obligations arising from
its responsibilities under the Indenture, but will be under no liability to Unit
Holders for taking any action or refraining from taking any action in good faith
or for errors in judgment or liable or responsible in any way for depreciation
or loss incurred by reason of the sale of any Securities, except in case of its
own willful misfeasance, bad faith, gross negligence or reckless disregard for
its obligations and duties. (See: "Sponsor -- Responsibility.")
RESPONSIBILITY
The Trust is not a managed registered investment company. Securities will
not be sold by the Trustee to take advantage of ordinary market fluctuations.
Although the Sponsor and the Trustee do not presently intend to dispose of
Securities, the Indenture permits the Sponsor to direct the Trustee to dispose
of Securities in the Trust for purposes of redeeming tendered Units and to pay
Trust expenses.
Any remaining proceeds resulting from the disposition of any Security in the
Trust will be distributed as set forth under "Administration of the Trust" to
the extent such remaining proceeds are not needed to redeem Units or pay Trust
expenses.
RESIGNATION
If at any time the Sponsor shall resign under the Indenture or shall fail to
perform or be incapable of performing its duties thereunder or shall become
bankrupt or if its affairs are taken over by public authorities, the Indenture
directs that, if upon such action by the Sponsor there would be no Sponsor then
acting, the Trustee shall either (1) appoint a successor Sponsor or Sponsors at
rates of compensation deemed reasonable by the Trustee not exceeding amounts
prescribed by the Securities and Exchange Commission, or (2) terminate the
Trust. The Trustee will promptly notify Unit Holders of any such action.
TRUSTEE
The Trustee is The Bank of New York, with its principal place of business at
48 Wall Street, New York, New York 10286, and its unit investment trust office
at 101 Barclay Street, New York, New York 10286. Unit Holders should direct
inquiries regarding distributions, address changes and other matters relating to
the administration of the Trust to Unit Investment Trust Division, P.O. Box 974,
Wall Street Station, New York, New York 10268-0974. The Trustee is a member of
the New York Clearing House Association and is subject to supervision and
examination by the Superintendent of Banks of the State of New York, the Federal
Deposit Insurance Corporation and the Board of Governors of the Federal Reserve
System.
12
<PAGE>
LIMITATIONS ON LIABILITY
The Trustee shall not be liable or responsible in any way for depreciation
or loss incurred by reason of the disposition of any moneys, Securities or
Certificates or in respect of any evaluation or for any action taken in good
faith reliance on prima facie properly executed documents except in cases of
willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties. In addition, the Indenture provides that the Trustee
shall not be personally liable for any taxes or other governmental charges
imposed upon or in respect of the Trust which the Trustee may be required to pay
under current or future laws of the United States or any other authority having
jurisdiction.
RESPONSIBILITY
For information relating to the responsibilities of the Trustee under the
Indenture, reference is made to the material set forth under "Distribution,"
"Rights of Unit Holders" and "Sponsor -- Resignation."
RESIGNATION AND REMOVAL
By executing an instrument in writing and filing the same with the Sponsor
and mailing a copy of a notice of resignation to all Unit Holders then of
record, the Trustee and any successor may resign. In such an event the Sponsor
is obligated to appoint a successor trustee as soon as possible. If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public authorities, or upon the determination of the Sponsor to remove the
Trustee for any reason, either with or without cause, the Sponsor may remove the
Trustee and appoint a successor as provided in the Indenture. Such resignation
or removal shall become effective upon the acceptance of appointment by the
successor trustee. If upon resignation of a trustee no successor has been
appointed or, if appointed, has not accepted the appointment within thirty days
after notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The resignation or removal of a
trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.
EVALUATOR
The Evaluator is Kenny S&P Evaluation Services, a division of J. J. Kenny
Co., Inc., with main offices located at 65 Broadway, New York, New York 10006.
LIMITATIONS ON LIABILITY
The Trustee, Sponsor and Unit Holders may rely on any evaluation furnished
by the Evaluator and shall have no responsibility for the accuracy thereof.
Determinations by the Evaluator under the Indenture shall be made in good faith
upon the basis of the best information available to it. The Evaluator shall be
under no liability to the Trustee, the Sponsor, or Unit Holders for errors in
judgment, except in cases of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties.
RESPONSIBILITY
The Indenture requires the Evaluator to evaluate the Securities in the Trust
on the basis of their bid prices on the last business day of June and December
in each year, on the day on which any Unit is tendered for redemption and on any
other day such evaluation is desired by the Trustee or is requested by the
Sponsor. In addition, the Indenture requires the Evaluator to evaluate the
Securities in the Trust on the basis of their offering price on certain business
days during the initial public offering period and on any other day requested by
the Sponsor or Trustee. For information relating to the responsibility of the
Evaluator to evaluate the Securities on the basis of their offering or bid
prices as appropriate, see "Public Offering of Units -- Public Offering Price."
RESIGNATION
The Evaluator may resign or may be removed by the Sponsor, and in such event
the Sponsor and the Trustee are to use their best efforts to appoint a
satisfactory successor. Such resignation or removal shall become effective upon
the acceptance of appointment by a successor evaluator. If upon resignation of
the Evaluator no successor has accepted appointment within thirty days after
notice of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.
AMENDMENT AND TERMINATION OF THE INDENTURE
AMENDMENT
The Indenture may be amended from time to time by the parties thereto
without the consent of any of the Unit Holders when such an amendment is made
(1) to cure any ambiguity or to correct or supplement any provision of the
Indenture which may be defective or inconsistent with any other provision
contained therein, (2) to change any provision as required by the Securities and
Exchange Commission, or (3) to make such other provisions as shall not adversely
affect the interests of the Unit Holders; provided, that the Indenture may also
be amended by the Sponsor and the Trustee (or the performance of any of the
provisions of the Indenture may be waived) with the consent of Unit Holders
owning
13
<PAGE>
51% of the Units of the Trust at the time outstanding for the purposes of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of modifying in any manner the rights of Unit Holders. In no
event, however, shall the Indenture be amended to increase the number of Units
issuable thereunder or to permit the deposit or acquisition of securities or
other property either in addition to or in substitution for any of the
Securities initially deposited in the Trust, except as initially provided in the
Indenture or to provide the Trustee with the power to engage in business or
investment activities not specifically authorized in the Indenture as originally
adopted or so as to adversely affect the characterization of the Trust as a
grantor trust for federal income tax purposes. In the event of any amendment,
the Trustee is obligated to notify all Unit Holders promptly regarding the
substance of such amendment.
TERMINATION
The Trust may be terminated at any time by the consent of the holders of 51%
of the Units or upon the maturity, redemption, payment, sale or other
disposition, as the case may be, of the last Security held in the Trust.
However, in no event may the Trust continue beyond the Mandatory Termination
Date set forth under Part A -- "Summary of Essential Information." In the event
of termination, written notice thereof will be sent by the Trustee to all Unit
Holders. Within a reasonable period after termination, the Trustee will sell any
Securities remaining in the terminated Trust and, after paying all expenses and
charges incurred by the Trust, will distribute to each Unit Holder, upon
surrender for cancellation of his Certificate for Units, his pro rata share of
the balances remaining in the Interest and Principal Accounts. The sale of
Securities in the Trust upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unit Holder upon termination may
be less than the principal amount of Securities represented by the Units held by
such Unit Holder.
LEGAL OPINIONS
Certain legal matters in connection with the Units offered hereby have been
passed upon by Cahill Gordon & Reindel, a partnership including a professional
corporation, 80 Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
AUDITORS
The financial statements of the Trust included in this Prospectus have been
audited by DELOITTE & TOUCHE LLP, certified public accountants, as stated in
their report appearing herein, and are included in reliance upon such report
given upon the authority of that firm as experts in accounting and auditing.
DESCRIPTION OF RATING *
A Standard & Poor's Corporation rating on the units of an investment trust
(hereinafter referred to collectively as "units" and "fund") is a current
assessment of creditworthiness with respect to the investments held by such
fund. This assessment takes into consideration the financial capacity of the
issuers and of any guarantors, insurers, lessees, or mortgagors with respect to
such investments. The assessment, however, does not take into account the extent
to which fund expenses or portfolio asset sales for less than the fund's
purchase price will reduce payment to the Unit Holder of the interest and
principal required to be paid on the portfolio assets. In addition, the rating
is not a recommendation to purchase, sell, or hold units, inasmuch as the rating
does not comment as to market price of the units or suitability for a particular
investor.
Funds rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard & Poor's and/or certain short-term investments. Standard & Poor's
defines its AAA rating for such assets as the highest rating assigned by
Standard & Poor's to a debt obligation. Capacity to pay interest and repay
principal is very strong.
---------
*As described by Standard & Poor's Corporation.
14
<PAGE>
----------------------------------- Sponsor: -----------------------------------
(DEAN WITTER REYNOLDS INC. LOGO)
Two World Trade Center - New York, New York 10048
--------------------------------------------------------------------------------
37684
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross-reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
`Cahill Gordon & Reindel (included in Exhibit 5)
`Deloitte & Touche LLP
`Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc., as Evaluator
`Standard & Poor's Corporation
The following exhibits:
* EX-3(a) Certificate of Incorporation of Dean Witter Reynolds
Inc.
* EX-3(b) By-laws of Dean Witter Reynolds Inc.
** EX-4.1 Trust Indenture and Agreement, dated March 16, 1994
*** EX-4.2 Reference Trust Agreement, dated March 13, 1995
EX-4.3 Form of Certificate of Beneficial Interest (included
in Trust Indenture and Agreement)
*** EX-5 Opinion of counsel as to legality of securities
being registered
*** EX-23.1 Consent of Independent Auditors
*** EX-23.2 Consent of Kenny S&P Evaluation Services
*** EX-23.3 Consent of Standard & Poor's Ratings Group
EX-23.4 Consent of Cahill Gordon & Reindel (included in
Exhibit 5)
____________________
* Incorporated by reference to the same exhibit in the
Registration Statement of Sears Tax-Exempt Investment Trust,
Insured Long Term Series 33 and Long Term Municipal Portfolio
Series 106, Registration Numbers 33-38086 and 33-37629,
respectively.
** Incorporated by reference to the same exhibit in the
Registration Statement of Dean Witter Select Government
Trust, U.S. Treasury Series 7, Registration No. 33-49975.
*** Filed herewith.
<PAGE>
*** Ex-27 Financial Data Schedule
EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by reference to
Schedule A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rule 15b1-1 and 15b3-1
under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14171).
______________________
*** Filed herewith.
<PAGE>
SIGNATURES
The Registrant, Dean Witter Select Government Trust, U.S.
Treasury Series 8, hereby identifies the Sears Government
Investment Trust, U.S. Treasury Series 1 and Freddie Mac
Portfolio Series 3 of the Trust for the purposes of the
representations required by Rule 487 and represents the
following:
1) That the portfolio securities deposited in the series
as to the securities of which this registration
statement is being filed do not differ materially in
the type or quality from those deposited in such
previous series;
2) That, except to the extent necessary to identify the
specific portfolio securities deposited in, and to
provide essential financial information for, the series
with respect to the securities of which this
registration statement is being filed, this
registration statement does not contain disclosure
that differs in any material respect from that
contained in the registration statement for such
previous series as to which the effective date was
determined by the Commission or the staff;
3) That it has complied with Rule 460 under the Securities
Act of 1933.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, Dean Witter Select Government Trust,
U.S. Treasury Series 8, has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New
York and State of New York on the 13th day of March, 1995.
DEAN WITTER SELECT GOVERNMENT
TRUST, U.S. TREASURY SERIES 8
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Michael D. Browne
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by
the following person in the following capacities and by the
following persons who constitute a majority of the Depositor's
Board of Directors in the City of New York, and State of New
York, on this 13th day of March, 1995.
DEAN WITTER REYNOLDS INC.
Name Office
------ --------
Philip J. Purcell Chairman & Chief )
Executive Officer and )
Director*
By
Michael D. Browne
Attorney-in-fact*
_____________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
Name Office
------ --------
Richard M. DeMartini Director*
Nancy S. Donovan Director*
Robert J. Dwyer Director*
Christine A. Edwards Director*
James S. Higgins Director*
Stephen R. Miller Director*
Richard F. Powers Director*
Philip J. Purcell Director*
_____________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
EXHIBIT INDEX
TO
FORM S-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXHIBIT NO. TITLE OF DOCUMENT
------------ -------------------
* EX-3(a) Certificate of Incorporation of Dean Witter Reynolds
Inc.
* EX-3(b) By-laws of Dean Witter Reynolds Inc.
** EX-4.1 Trust Indenture and Agreement, dated March 16, 1994
*** EX-4.2 Reference Trust Agreement, dated March 13, 1995
EX-4.3 Form of Certificate of Beneficial Interest (included
in Trust Indenture and Agreement)
*** EX-5 Opinion of counsel as to legality of securities
being registered
*** EX-23.1 Consent of Independent Auditors
*** EX-23.2 Consent of Kenny S&P Evaluation Services
*** EX-23.3 Consent of Standard & Poor's Ratings Group
EX-23.4 Consent of Cahill Gordon & Reindel (included in
Exhibit 5)
*** Ex-27 Financial Data Schedule
EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by reference to
Schedule A and D of Form BD filed by Dean Witter
Reynolds Inc. pursuant to Rule 15b1-1 and 15b3-1
under the Securities Exchange Act of 1934 (1934 Act
File No. 8-14171).
____________________
* Incorporated by reference to the same exhibit in the
Registration Statement of Sears Tax-Exempt Investment Trust,
Insured Long Term Series 33 and Long Term Municipal Portfolio
Series 106, Registration Numbers 33-38086 and 33-37629,
respectively.
** Incorporated by reference to the same exhibit in the
Registration Statement of Dean Witter Select Government
Trust, U.S. Treasury Series 7, Registration No. 33-49975.
*** Filed herewith.
<PAGE>
DEAN WITTER SELECT GOVERNMENT TRUST
U.S. Treasury Series 8
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated March 13, 1995
among DEAN WITTER REYNOLDS INC., as Depositor, THE BANK OF NEW
YORK, as Trustee and KENNY S&P EVALUATION SERVICES, as Evaluator,
sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Dean Witter
Select Government Trust, Trust Indenture and Agreement" (the
"Basic Agreement") dated March 16, 1994. Such provisions as are
incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
---------------
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, and the
Evaluator agree as follows:
I
-
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument.
II
--
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Dean Witter Select
Government Trust, U.S. Treasury Series 8 (the "Treasury Trust").
B. The securities listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or
are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
<PAGE>
-2-
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 500,000 for the
Treasury Trust.
E. A Unit is hereby declared initially equal to
1/500,000th for the Treasury Trust.
F. The distribution on the First Distribution Date,
April 15, 1995, to Unit Holders of record on the first Record Date,
April 9, 1995, shall be a partial distribution in the amount of 4.69
per 1000 Units.
G. The term "First Settlement Date" shall mean
March 21, 1995.
H. For the Treasury Trust, the term "Record Date"
shall mean the 9th day of each month commencing May, 1995.
I. For the Treasury Trust, the term "Distribution
Date" shall mean the 15th day of each month following the
Record Date commencing May, 1995.
J. The term "Termination Date" shall mean February 1, 2000.
K. For purposes of this Series -- Dean Witter Select
Government Trust, U.S. Treasury Series 8 -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the
Special Terms and Conditions of Trust set forth herein as may be
appropriate.
L. For the Treasury Trust, the Evaluators Fee shall
be a minimum of $10.00 per evaluation plus $0.40 for each issue of
underlying Securities.
M. For the Treasury Trust, the Depositor's Annual
Supervision Fee shall be a maximum of $0.25 per $1,000 principal
amount of underlying Securities.
N. For the Treasury Trust, the Trustee's Annual Fee
as defined in the Indenture shall be $1.32 per $1,000 principal
amount of underlying Securities.
O. With respect to distributions from the Principal
Account only, Record Date shall also mean the first Business Day
following the date of maturity of any Bond prior to the
Termination of the Trust. The Trustee shall distribute by mail
to each Unit Holder of record at the close of business on such
Record Date such Unit Holder's pro rata share of the cash balance
of the Principal Account as of such Record Date on the second
Business Day following such Record Date.
<PAGE>
-3-
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference as Schedule a hereto.
<PAGE>
[Letterhead of Cahill Gordon & Reindel]
March 13, 1995
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 8
------------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor
of the Dean Witter Select Government Trust, U.S. Treasury
Series 8 (the "Trust"), in connection with the issuance under the
Trust Indenture and Agreement, dated March 16, 1994 and the
related Reference Trust Agreement, dated March 13, 1995 (such
Trust Indenture and Agreement and Reference Trust Agreement
collectively referred to as the "Indenture"), among you, as
Depositor, The Bank of New York, as Trustee and Kenny S&P
Evaluation Services, a division of J.J. Kenny Co., Inc., as
Evaluator, of units of fractional undivided interest in said
Trust (the "Units") comprising the Units of Dean Witter Select
Government Trust, U.S. Treasury Series 8. In rendering our
opinion expressed below, we have relied in part upon the opinions
and representations of your officers and upon opinions of counsel
to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our
opinion, when the Indenture has been duly executed and delivered
on behalf of the Depositor and the Trustee and when the
certificate evidencing the Units has been duly executed and
delivered by the Depositor and the Trustee in accordance with the
<PAGE>
-2-
Indenture, the Units will be legally issued, fully paid and
nonassessable by the Trust, and will constitute valid and binding
obligations of the Trust and the Depositor in accordance with
their terms, except that enforceability of certain provisions
thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors generally and by general equitable principles.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement (File No. 33-57563)
relating to the Units referred to above and to the use of our
name and to the reference to our firm in said Registration
Statement and the related Prospectus.
Very truly yours,
Cahill Gordon & Reindel
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated March 13,
1995, accompanying the financial statements of the Dean Witter
Select Government Trust, U.S. Treasury Series 8 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
New York, New York
March 13, 1995
<PAGE>
(Letterhead of Kenny S&P Evaluation Services,
a division of J.J. Kenny Co., Inc.)
Dean Witter Reynolds, Inc.
Two World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust,
U.S. Treasury Series 8
------------------------------------
Gentlemen:
We have examined Registration Statement File
No. 33-57563 for the above-captioned trust. We hereby
acknowledge that Kenny S&P Evaluation Services, a division of
J.J. Kenny Co., Inc. is currently acting as the evaluator for the
trust. We hereby consent to the use in the Registration
Statement of the reference to Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. as evaluator.
You are hereby authorized to file a copy of this letter
with the Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
March 13, 1995
<PAGE>
(Letterhead of Standard & Poor's Ratings Group)
Mr. Michael D. Browne
Dean Witter Reynolds, Inc.
2 World Trade Center
New York, NY 10048
Re: Dean Witter Select Government Trust
U.S. Treasury Series 8
(SEC Reg. # 33-57563)
-----------------------------------
Dear Mr. Browne:
Pursuant to your request for a Standard & Poor's rating
on the units of the above captioned trust, we have reviewed the
information presented to us and have assigned an "AAA" rating to
the units in the trust. The rating is a direct reflection of the
portfolio of the trust, which will be composed solely of U.S.
Treasury Debt Obligations fully guaranteed as to principal and
interest by the full faith and credit of the United States.
You have permission to use the name of Standard &
Poor's Ratings Group, a division of McGraw-Hill, Inc. and the
above-assigned rating in connection with your dissemination of
information relating to these units, provided that it is
understood that the rating is not a "market" rating nor a
recommendation to buy, hold, or sell the units of the trust.
Further, it should be understood the rating does not take into
account the extent to which fund expenses or portfolio asset
sales for less than the fund's purchase price will reduce payment
to the unit holders of the interest and principal required to be
paid on the portfolio assets. S&P reserves the right to advise
its own clients, subscribers, and the public of the rating. S&P
relies on the sponsor and its counsel, accountants, and other
experts for the accuracy and completeness of the information
submitted in connection with the rating. S&P does not
independently verify the truth or accuracy of any such
information.
This letter evidences our consent to the use of the
name of Standard & Poor's Ratings Group, a division of
McGraw-Hill, Inc. and the above-assigned rating in the
registration statement or prospectus relating to the units or the
trust. However, this letter should not be construed as a consent
by us, within the meaning of Section 7 of the Securities Act of
<PAGE>
1933, to the use of the name of Standard & Poor's Ratings Group,
a division of McGraw-Hill, Inc. in connection with the ratings
assigned to the securities contained in the trust. You are
hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Please be certain to send us three copies of your final
prospectus as soon as it becomes available. Should we not
receive them within a reasonable time after the closing or should
they not conform to the representations made to us, we reserve
the right to withdraw the rating.
We are pleased to have had the opportunity to be of
service to you. Our bill will be sent to you within one month.
If we can be of further help, please do not hesitate to call upon
us.
Sincerely,
Sanford B. Bragg
Managing Director
March 13, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR DEAN WITTER SELECT GOVERNMENT TRUST U.S.
TREASURY SERIES 8 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 8
<NAME> D/W SELECT GOVERNMENT TRUST U.S. TREASURY SERIES
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-13-1995
<PERIOD-START> MAR-13-1995
<PERIOD-END> MAR-13-1995
<INVESTMENTS-AT-COST> 505,681
<INVESTMENTS-AT-VALUE> 498,811
<RECEIVABLES> 6,870
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 505,681
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 505,681
<SHARES-COMMON-STOCK> 500,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 505,681
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
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<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 500,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-EXPENSE> 0
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<PER-SHARE-NAV-BEGIN> 0
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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
