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Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
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
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursu-
ant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended
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F. Proposed maximum offering price to the public of the securi-
ties being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REG-
ISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effec-
tive date until the registrant shall file a further amend-
ment which specifically states that this Registration State-
ment shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Reg-
istration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
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DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction;
Indenture ) Amendment and
) Termination of
) the Indenture
7. Changes of name ) Included in Form
) N-8B-2
8. Fiscal Year ) Included in Form
) N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
_________________________
* Not applicable, answer negative or not required.
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10. General Information regarding )
Trust's Securities and Rights )
of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive) )
(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, ) Units - Secondary
partial redemption and ) Market; Exchange
similar matters ) Option; Redemption;
) Rights of Unit Holders -
) Certificates
(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
) 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 Description
) of the Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
_________________________
* Not applicable, answer negative or not required.
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(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust - Summary
units ) Description of
) the Portfolios;
) Objectives and
) Securities Selection;
) The Trust - 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;
) - Profit of Sponsor;
) - Volume Discount
_________________________
* Not applicable, answer negative or not required.
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(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. ) Certificates
payable by holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of ) Public Offering of Units -
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction;
underlying securities ) Amendment and
) Termination of the
) Indenture; Objectives
) and Securities Selection;
) The Trust - Summary
) Description 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
tions ) Programs
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
_________________________
* Not applicable, answer negative or not required.
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(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts; - Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Amendment and Termination
sions of trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation on
etc. ) 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 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. Compensation of Officers and ) *
Director of Depositor )
_________________________
* Not applicable, answer negative or not required.
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32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
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 offices 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 )
_________________________
* Not applicable, answer negative or not required.
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44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Public Offering of Units
price to certain persons ) - Volume Discount; Exchange
) option
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 ) 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) Persons receiving any part ) *
of premiums )
_________________________
* Not applicable, answer negative or not required.
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(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction
eliminating securities from ) Objectives and Securities
the Trust ) Selection; The Trust
) - Summary Description of
) the Portfolio
) Sponsor - Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction
tion of securities from ) Objectives and
the Trust ) Securities 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 )
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 )
_________________________
* Not applicable, answer negative or not required.
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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.
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SUBJECT TO COMPLETION MARCH 13, 1997
__________________________________________________________________
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
A "UNIT INVESTMENT TRUST"
__________________________________________________________________
The attached final prospectus for Dean Witter Select
Equity Trust, Select 10 Industrial Portfolio 97-2 is hereby used
as a preliminary prospectus for Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 97-2A. The narrative information
relating to the operation of this Series and the structure of the
final prospectus for this Series will be substantially the same as
that set forth in the attached prospectus. Information with
respect to pricing, the number of units, dates and summary infor-
mation regarding the characteristics of securities to be deposited
in this Series is not now available and will be different from
that included in the attached final prospectus since each Series
has a unique Portfolio. Accordingly, the information contained
herein with regard to the previous Series should be considered as
being included for informational purposes only.
Investors should contact account executives of the Spon-
sor who will be informed of the expected effective date of this
Series and who will be supplied with complete information with
respect to such Series on the date of the effectiveness of the
registration statement relating to Units of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY
ONLY BE MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES OF A
TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT ACCOUNT
EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE SECURITIES OF A
PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE IN THE STATE IN
WHICH THEY RESIDE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY THEM BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 97-2
The prospectus dated March 3, 1997, File No. 333-20267,
is hereby incorporated by reference herein.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 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
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the legality of the
securities being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
___________________________
* The Trust Indenture and Agreement is incorporated by refer-
ence to exhibit of same designation filed with the Securi-
ties and Exchange Commission as an exhibit to the Registra-
tion Statement of Dean Witter Select Equity Trust, Selected
Opportunities Series 18, Registration number 33-50105.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to 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.
**** To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 97-2A, has duly caused this 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, 1997.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Michael Browne
Michael Browne
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this 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 con-
stitute 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, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
_______ ________
Philip J. Purcell Chairman & 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*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
By: Michael Browne
Michael Browne
_____________________ Attorney-in-fact*, **, ***
* Executed copies of the Powers of Attorney 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 Select Equity Trust, Select 10 Industrial
Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney 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 Select Equity Trust, Select 10 Industrial Port-
folio 96-4, File No. 333-10499.
*** Executed copies of 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
<PAGE>
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. Document
***EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter
Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement,
dated September 30, 1993.
**EX-4.2 Draft of Reference Trust
Agreement.
****EX-5 Opinion of counsel as to the
legality of the securities
being registered.
****EX-23.1 Consent of Independent
Auditors.
****EX-23.2 Consent of Cahill Gordon &
Reindel (included in
Exhibit 5).
___________________________
* The Trust Indenture and Agreement is incorporated by ref-
erence to exhibit of same designation filed with the Secu-
rities and Exchange Commission as an exhibit to the Regis-
tration Statement of Dean Witter Select Equity Trust,
Selected Opportunities Series 18, Registration number
33-50105.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to 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.
<PAGE>
**** To be filed by amendment.
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1997
between DEAN WITTER REYNOLDS INC., as Depositor, and The Bank of
New York, as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document enti-
tled "Dean Witter Select Equity Trust, Trust Indenture and Agree-
ment" (the "Basic Agreement") dated September 30, 1993. 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 and the Trustee 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 incorpo-
rated 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
except that the Basic Agreement is hereby amended as follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of such
Securities which cash (or cash in an amount equal to the face
amount of the letter of credit), to the extent not used by
the Trustee to purchase such Securities within the 90-day
period following the first deposit of Securities in the
Trust, shall be distributed to Unit Holders on the Distribu-
tion Date next following such 90-day period or such earlier
date as the Depositor and the Trustee determine".
B. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with instruc-
tions to the Trustee to purchase one or more Additional Secu-
rities which cash (or cash in an amount equal to the face
amount of the letter of credit), to the extent not used by
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the Trustee to purchase such Additional Securities within the
90-day period following the first deposit of Securities in
the Trust, shall be distributed to Unit Holders on the Dis-
tribution Date next following such 90-day period or such ear-
lier date as the Depositor and the Trustee determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
(i) the first part of the first sentence of
Section 3.01 Initial Cost shall be amended to substitute
the following language before the phrase "provided,
however":
"With respect to the Trust, the cost of the
preparation, printing and execution of the Certifi-
cates, Indenture, Registration Statement and other
documents relating to the Trust, Federal and State
registration fees and costs, the initial fees and
expenses of the Trustee, legal and auditing
expenses and other out-of-pocket organizational
expenses, to the extent not borne by the Sponsor,
shall be paid by the Trust;"
D. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sen-
tence thereof: "Depositor may direct the Trustee to invest
the proceeds of any sale of Securities not required for the
redemption of Units in eligible money market instruments
selected by the Depositor which will include only negotiable
certificates of deposit or time deposits of domestic banks
which are members of the Federal Deposit Insurance Corpora-
tion and which have, together with their branches or subsid-
iaries, more than $2 billion in total assets, except that
certificates of deposit or time deposits of smaller domestic
banks may be held provided the deposit does not exceed the
insurance coverage on the instrument (which currently is
$100,000), and provided further that the Trust's aggregate
holding of certificates of deposit or time deposits issued by
the Trustee may not exceed the insurance coverage of such
obligations and U.S. Treasury notes or bills (which shall be
held until the maturity thereof) each of which matures prior
to the earlier of the next following Distribution Date or 90
days after receipt, the principal thereof and interest
thereon (to the extent such interest is not used to pay Trust
expenses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11
and 3.12 is amended to insert the following language at the
<PAGE>
beginning of such sentence, "Except as otherwise provided in
Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. Extraordinary Event - Security Retention
and Voting. In the event the Trustee is notified of any
action to be taken or proposed to be taken by holders of the
securities held by the Trust in connection with any proposed
merger, reorganization, spin-off, split-off or split-up by
the issuer of stock or securities held in the Trust, the
Trustee shall take such action or refrain from taking any
action, as appropriate, so as to insure that the securities
are voted as closely as possible in the same manner and in
the same general proportion as are the securities held by
owners other than the Trust. If stock or securities are
received by the Trustee, with or without cash, as a result of
any merger, reorganization, spin-off, split-off or split-up
by the issuer of stock or securities held in the Trust, the
Trustee at the direction of the Depositor may retain such
stock or securities in the Trust. Neither the Depositor nor
the Trustee shall be liable to any person for any action or
failure to take action with respect to this section.
G. Section 1.01 is amended to add the following defi-
nition: (9) "Deferred Sales Charge" shall mean any deferred
sales charge payable in accordance with the provisions of
Section 3.12 hereof, as set forth in the prospectus for a
Trust. Definitions following this definition (9) shall be
renumbered.
H. Section 3.05 is hereby amended to add the following
paragraph after the end thereof: On each Deferred Sales
Charge payment date set forth in the prospectus for a Trust,
the Trustee shall pay the account created pursuant to Section
3.12 the amount of the Deferred Sales Charge payable on each
such date as stated in the prospectus for a Trust. Such
amount shall be withdrawn from the Principal Account from the
amounts therein designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the follow-
ing at the end thereof: "In order to pay the Deferred Sales
Charge, the Trustee shall sell or liquidate an amount of
Securities at such time and from time to time and in such
manner as the Depositor shall direct such that the proceeds
of such sale or liquidation shall equal the amount required
<PAGE>
to be paid to the Depositor pursuant to the Deferred Sales
Charge program as set forth in the prospectus for a Trust.
K. Section 3.12 shall be added as follows:
Section 3.12. Deferred Sales Charge. If the prospectus
for a Trust specifies a Deferred Sales Charge, the Trustee
shall, on the dates specified in and as permitted by the pro-
spectus, withdraw from the Income Account if such account is
designated in the prospectus as the source of the payments of
the Deferred Sales Charge, or to the extent funds are not
available in that account or if such account is not so desig-
nated, from the Principal Account, an amount per Unit speci-
fied in the prospectus and credit such amount to a special,
non-Trust account maintained at the Trustee out of which the
Deferred Sales Charge will be distributed to the Depositor.
If the Income Account is not designated as the source of the
Deferred Sales Charge payment or if the balances in the
Income and Principal Accounts are insufficient to make any
such withdrawal, the Trustee shall, as directed by the Depos-
itor, either advance funds, if so agreed to by the Trustee,
in an amount equal to the proposed withdrawal and be entitled
to reimbursement of such advance upon the deposit of addi-
tional monies in the Income Account or the Principal Account,
sell Securities and credit the proceeds thereof to such spe-
cial Depositor's account or credit Securities in kind to such
special Depositor's Account. Such directions shall identify
the Securities, if any, to be sold or distributed in kind and
shall contain, if the Trustee is directed by the Depositor to
sell a Security, instructions as to execution of such sales.
If a Unit Holder redeems Units prior to full payment of the
Deferred Sales Charge, the Trustee shall, if so provided in
the prospectus, on the Redemption Date, withhold from the
Redemption Price payment to such Unit Holder an amount equal
to the unpaid portion of the Deferred Sales Charge and dis-
tribute such amount to such special Depositor's account or,
if the Depositor shall purchase such Unit pursuant to the
terms of Section 5.02 hereof, the Depositor shall pay the
Redemption Price for such Unit less the unpaid portion of the
Deferred Sales Charge. The Depositor may at any time
instruct the Trustee to distribute to the Depositor cash or
Securities previously credited to the special Depositor's
account.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
<PAGE>
A. The Trust is denominated Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 97-2A (the "Select 10
Trust").
B. The publicly traded stocks 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.
D. The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is for the
Select 10 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 10 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean
, , , , , and
, and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. For purposes of this Series -- Dean Witter Select
Equity Trust, Select 10 Industrial Portfolio 97-2A -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the Spe-
cial Terms and Conditions of Trust set forth herein as may be
appropriate.
K. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04
of the Indenture shall be $ per 100 Units.
M. For a Unit Holder to receive "in-kind" distribu-
tion, such Unit Holder must tender at least 2,500 Units for
redemption, either during the life of the Trust, or at its
termination.
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(Signatures and acknowledgments on separate pages)
