Select Global Series 97-3
Select Global 30 Portfolio 97-3
File No. 333-20279
Investment Company Act. No. 811-3676
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securi-
ties of Unit Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 97-3
SELECT GLOBAL 30 PORTFOLIO 97-3
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.<PAGE>
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C. Complete address of Depositor's principal executive
office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
___________________
This post-effective amendment is filed for the purpose of
filing the Exhibits included as part of this Post-effective
amendment No. 1 to the Registration Statement.<PAGE>
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/x/ Check box if it is proposed that this filing should
become effective immediately upon filing pursuant to
paragraph (b) of Rule 485.<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT GLOBAL SERIES 97-3
SELECT GLOBAL 30 PORTFOLIO 97-3
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. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of In- ) Introduction; Amend-
denture ) ment and Termination
) of the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(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, par- ) Units - Secondary
tial redemption and similar ) Market; Exchange Op-
matters ) tion; Redemption;
) Rights of Unit Hold-
) ers -) Certificates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit Holder
ties under the Indenture ) - Certain Limita-
) tions; Amendment and
) Termination of the
) Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to
) Unit Holders; The
) Trust - Summary De-
) scription of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) *
and Trustee )
(h) Security Holders Con- )
sent required to )
change
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Deposition ) *
and Trustee )
(i) Other principal fea- ) Cover of Prospectus;
tures of the Trust's ) Tax Status
Securities<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
11. Type of securities comprising ) The Trust - Summary
units ) Description of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust
) - Special Considera-
) tions
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 regard- ) *
ing periodic payment cer- )
tificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering
) Price; - Profit of
) Sponsor; - Volume
) Discount
(d) Price differentials ) Public Offering of
) Units - Public Offer-
) ing Price
(e) Certain other loads, fees, ) Rights of Unit Hold-
expenses, etc. payable by ) ers - Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) Redemption<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights
) of Unit Holders -
) Certificates
15. Receipt and handling of payments ) Public Offering of
from purchasers Units - Profit of
Sponsor
16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust - Summary De-
) scription of the
) Portfolio; Sponsor -
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts; - Reports to
) Unit Holders<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor - Limi-
) tation on Liability -
) Resignation; Trustee
) - Limitation on Li-
) ability - Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator - Limita-
etc. ) tion on Liability
23. Bonding arrangements ) Included in Form N-
) 8B-2
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges
) - Fees; Public Offer-
) ing of Units - Profit
) of Sponsor
27. Business of Depositor ) Sponsor and Included
) in Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Di- ) *
rector of Depositor )<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
32. Compensation of Directors of De- ) *
positor )
33. Compensation of employees of De- ) *
positor )
34. Remuneration of other persons ) *
for certain services rendered )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securi- ) Public Offering of
ties by states ) Units - Public Dis-
) tribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of
principal underwriter ) Units - Profit of
) Sponsor
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
43. Certain brokerage commissions ) *
received by principal un- )
derwriter )
44. (a) Method of valuation ) Public Offering of
) Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of
to certain persons ) Units - Volume Dis-
) count; Exchange Op-
) tion
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units -Secondary
) Market; Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 46
V. INFORMATION CONCERNING THE
TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(f) Terms and manner of cancel- ) *
lation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust
) - Summary Description
) of the Portfolio
) Sponsor - Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; Sponsor -
) Responsibility;
(d) Description of any funda- )
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )<PAGE>
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 Finan-
(Instruction 1(c) to Form S-6 ) cial Condition<PAGE>
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CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following docu-
ments:
The facing sheet.
The Cross Reference Sheet.
The signatures.
Consents of counsel; all other consents were previously
filed.
The following exhibits:
23. 1a. Opinion and Consent of Slaughter and May,
special UK counsel.
1b. Opinion and Consent of Slaughter and May,
special HK counsel.<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Se-
lect Global Series 97-3, Select Global 30 Portfolio 97-3 ,
certifies that it meets all of the requirements for effec-
tiveness of this Registration Statement pursuant to Rule 485
(b) under the Securities Act of 1933 and has duly caused
this Post-Effective 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 2nd day of May, 1997.
DEAN WITTER SELECT MUNICIPAL TRUST,
SELECT GLOBAL SERIES 97-3,
SELECT GLOBAL 30 PORTFOLIO 97-3
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Michael Bronwe
Michael Browne
Authorized Signatory<PAGE>
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Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the Registra-
tion Statement has been signed on behalf of Dean Witter Rey-
nolds Inc., the Depositor, by the following persons in the
following capacities and by the following persons who con-
stitute a majority of the Depositor's Board of Directors in
The City of New York and State of New York on this 2nd day
of May, 1997.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director )
Richard M. DeMartini Director
Robert J. Dwyer Director
Christine A. Edwards Director
Charles A. Fiumefreddo Director
James F. Higgins Director
Mitchell M. Merin Director
Stephen R. Miller Director
Richard F. Powers III Director
Thomas C. Schneider Director
William B. Smith Director
By: Michael Bronwe
Michael Browne
Attorney-in-facta
a Executed copies of the Powers of Attorney of the Board Mem-
bers listed below have been filed with the Securities and
Exchange Commission in connection with Amendment No. 1 to
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity, Select 10- Industrial Portfolio 97-1, File No.
333-16839, Amendment No. 1 to the Registration Statement on
Form S-6 for Dean Witter Select Equity Trust, Select 10 In-
dustrial Portfolio 96-4, File No. 333-10499 and the Regis-
tration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 International Series 95-1, File No. 33-
56389<PAGE>
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EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Opinion and Consent of Slaughter and May,
special UK counsel.
23. 1b. Opinion and Consent of Slaughter and May,
special HK counsel.
Letterhead of Slaughter and May
Dean Witter Reynolds Inc.,
2 World Trade Center,
New York,
New York 10048,
U.S.A
May 1st, 1997
Dear Sirs:
Dean Witter Select Equity Trust
Select Global Series 97-3
Select Global 30 Portfolio 97-3 (the "Fund")
We have acted as special United Kingdom ("UK")
taxation advisors in connection with the issue of units in
the above Fund on the basis of directions given to us by Ca-
hill Gordon & Reindel, counsel to yourselves.
This opinion is limited to UK Taxation law as ap-
plied in practice on the date hereof by the Inland Revenue
and is given on the basis that it will be governed by and
construed in accordance with English law as enacted.
For the purpose of this opinion, the only documen-
tation which we have examined is a draft of the Fund's final
prospectus dated 24th March, 1997 (the "Prospectus") which
we understand will be included in the Registration Statement
for the Fund to be filed with the Securities and Exchange
Commission on or about 1st May, 1997. Terms defined in the
Prospectus have the same meaning herein.<PAGE>
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We have assumed for the purposes of this opinion
that:
(i) a Unitholder is, under the terms of the Trust Agreement
governing the Portfolio, entitled as beneficiary under a
trust to have paid to him (subject to a deduction for ex-
penses, including Trustee's fees, Sponsor's fees and bro-
kerage commissions or charges), his pro rata share of all
the income which arises from the investments in the Port-
folio;
(ii) for taxation purposes the Trustee is not a UK resident
but is a US resident; the general administration of the
Fund will be carried out only in the US; and no Units are
registered in a register kept in the UK by or on behalf
of the Trustee;
(iii) the Trust is not treated as a corporation for US tax pur-
poses; and
(iv) no Unitholder is resident or ordinarily resident in the
UK, nor is that Unitholder carrying on a trade in the UK
through a branch or agency.
We understand that the Fund will consist of a sin-
gle portfolio consisting of 30 stocks which are the 10 com-
mon stocks in each of the Dow Jones Industrial Average, the
Financial Times Ordinary Share Index and the Hang Seng Index
having the highest dividend yield on the date specified in
the Prospectus; and that the Portfolio will hold the common
stocks for approximately one year, after which time the
Portfolio will terminate and the stocks will be sold. We
address UK tax issues in relation only to the United Kingdom
stocks in the Portfolio.
In our opinion the taxation paragraphs on page 13
of the Prospectus under the heading "United Kingdom Taxa-
tion", represent a fair summary of material UK taxation con-
sequences for a US-resident Unitholder.
This opinion is addressed to you on the under-
standing that you (and only you) may rely upon it in connec-
tion with the issue and sale of the Units (and for no other
purpose).<PAGE>
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This opinion may not be quoted or referred to in
any public document or filed with any governmental agency or
other person without our written consent. We consent, how-
ever, to the reference which is made in the Prospectus to
our opinion as to the UK tax consequences to US persons
holding Units in the Trust and we consent to the filing of
this opinion as an exhibit to the Registration Statement.
Yours faithfully,
Slaughter and May
Slaughter and May<PAGE>
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Letterhead of Slaughter and May
Dean Witter Reynolds Inc.,
2 World Trade Center,
New York,
New York 10048,
U.S.A
April 23rd,1997
Dear Sirs:
Dean Witter Select Equity Trust
Select Global 30 Portfolio 97-3 (the "Trust")
We have acted as Hong Kong counsel in connection
with the taxation aspects of the issue of units in the above
Trust.
This opinion is limited to Hong Kong law as ap-
plied in practice on the date hereof by the Inland Revenue.
This opinion is governed by and shall be construed in accor-
dance with Hong Kong law.
For the purpose of this opinion, the only documen-
tation which we have examined is a draft of the Trust's pro-
spectus stated 24th March, 1997 (the "Prospectus") which we
understand will be included in the Registration Statement
for the Trust to be filed with the Securities and Exchange
Commission in or around April 1997. Terms defined in the
Prospectus have the same meaning herein.
We have assumed for the purposes of this opinion
that:<PAGE>
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(i) for taxation purposes the Trustee is not a Hong Kong
resident but is a United States resident; the Trust
does not carry on a trade, profession or business in
Hong Kong and the general administration of the Trust
(including portfolio management) will be carried out
only in the United States; and no Units are registered
in a register kept in Hong Kong by or on behalf of the
Trustee; and
(ii) no Unitholder is resident or ordinarily resident in
Hong Kong, nor is that Unitholder carrying on a trade,
profession or business in Hong Kong through a branch or
agency.
We understand that the Trust will consist of a
single portfolio consisting of 30 stocks which are the 10
common stocks in each of the Dow Jones Industrial Average,
the Financial Times Ordinary Share Index and the Hang Seng
Index having the highest dividend yields on the date speci-
fied in the Prospectus.
In our opinion the taxation paragraphs on page 14
of the Prospectus, under the heading "Hong Kong Taxation",
represent a fair summary of material Hong Kong Taxation con-
sequences for a US-resident Unitholder.
This opinion is addressed to you on the under-
standing that you (and only you) may rely upon it in connec-
tion with the issue and sale of the Units (and for no other
purpose).
This opinion may not be quoted or referred to in
any public document or filed with any governmental agency or
other person without our written consent. We consent, how-
ever, to the reference which is made in the Prospectus to
our opinion as to the Hong Kong tax consequences to US per-
sons holding Units in the Trust and we consent to the filing
of this opinion as an exhibit to the Registration Statement.
Yours faithfully,
Slaughter and May
Slaughter and May
