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Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
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 GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
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 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:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration 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 GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
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)
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 ) Introduction; Amendment
Indenture ) 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 )
________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(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 Units
conversion, transfer, ) - Secondary Market;
partial redemption and ) Exchange Option;
similar matters ) Redemption; Rights of
) Unit Holders -)
) Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to ) Rights of Unit Holder -
Securities under the ) Certain Limitations;
Indenture ) 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 )
(h) Security Holders Consent )
required to change )
_______________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(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 of ) Cover of Prospectus; Tax
the Trust's Securities ) 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
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
__________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
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 -
) Certificates
15. Receipt and handling of payments ) Public Offering of Units
from purchasers - Profit of Sponsor
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) 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 ) Reinvestment Programs
distributions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts; - Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termination
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 ) *
_______________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
31. Compensation of Officers and ) *
Director of Depositor )
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 )
______________________
* Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 ) Public Offering of Units
to certain persons ) - Volume Discount;
) Exchange option
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 ) See items 10(d), 44 and
underlying securities ) 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 )
________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums 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 Objectives
eliminating securities from ) and Securities Selection;
the Trust ) The Trust - Summary
) Description of the
) Portfolio Sponsor -
) Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and ) Introduction Objectives
elimination of securities ) and Securities Selection;
from the Trust ) Sponsor - Responsibility;
(d) Description of any )
fundamental 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 )
certificates )
56. Certain information regarding ) *
periodic payment plan )
certificates )
__________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
57. Certain information regarding ) *
periodic payment plan )
certificates )
58. Certain information regarding ) *
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
____________________________
* Not applicable, answer negative or not required.
<PAGE>
SUBJECT TO COMPLETION AUGUST 4, 1997
DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
A "UNIT INVESTMENT TRUST"
The attached final prospectus for Dean Witter Select Equity
Trust, Select Global Series 97-4, Select Global 30 Portfolio 97-4 is
hereby used as a preliminary prospectus for Dean Witter Select Equity
Trust, Select Global Series 97-5, Select Global 30 Portfolio 97-5. 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 information
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 Sponsor 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 REGIS-
TERED 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 SOLICTATION 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.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
The prospectus dated July 1, 1997, File No. 333-29039, 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.
Listed below is the name and registration number of a previous
Series of Select Equity Trust, the final prospectus of which, properly
supplemented, is used as a preliminary prospectus for Dean Witter Select
Equity Trust, Select Global Series 97-5, Select Global 30 Portfolio 97-5.
This prior final prospectus is incorporated herein by reference.
Dean Witter Select Equity Trust,
Select Global Series 97-4,
Select Global 30 Portfolio 97-4
(Registration No. 333-29039)
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 reference to
exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration 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 Global Series 97-5,
Select Global 30 Portfolio 97-5 has duly caused this Registration State-
ment 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 4th
day of August, 1997.
DEAN WITTER SELECT EQUITY TRUST,
SELECT GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
By: Dean Witter Reynolds Inc.
(Depositor)
Thomas Hines
Thomas Hines
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 constitute a majority of the Depositor's
Board of Directors in the City of New York, and State of New York, on this
4th day of August, 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: Thomas Hines
Thomas Hines
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 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 96-4, File No. 333-
10499.
*** Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with 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. 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 reference to
exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement of Dean Witter
Select Equity Trust, Selected Opportunities Series 18, Registration
No. 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>
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 97-5
SELECT GLOBAL 30 PORTFOLIO 97-5
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 entitled "Dean Witter Select
Equity Trust, Trust Indenture and Agreement" (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 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 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 Distribution 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 instructions to the Trustee to
purchase one or more Additional 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 Additional Securities
within the 90-day period following the
<PAGE>
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first deposit of Securities in the Trust, shall be distributed to
Unit Holders on the Distribution Date next following such 90-day
period or such earlier date as the Depositor and the Trustee deter-
mine".
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 Certificates,
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 sentence 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 Corporation
and which have, together with their branches or subsidiaries, 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 beginning of such
sentence, "Except as otherwise provided in Section 3.13,".
<PAGE>
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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, reorganiza-
tion, 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 definition:
(9) "Deferred Sales Charge" shall mean any deferred sales charge
payable in accordance with the provisions of Section 3.14 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 3.14 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 following 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 to be paid to the Depositor pursuant to the
Deferred Sales Charge program as set forth in the prospectus for a
Trust.
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K. Section 3.14 shall be added as follows:
Section 3.14. 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 prospectus, 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 designated, from the Principal Account, an amount per Unit
specified 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 Depositor, 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
additional monies in the Income Account or the Principal Account,
sell Securities and credit the proceeds thereof to such special
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 distribute 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.
L. The following new Section 3.15 is added:
Section 3.15. Foreign Exchange Transactions; Reclaiming Foreign
Taxes. (a) For any Trust holding Securities denominated in a
currency other than U.S. dollars, the Depositor shall direct the
Trustee with respect to the circumstances under which foreign
exchange transactions are to be entered into and calculations under
this Indenture are to be made, in order to convert amounts receivable
in respect of the Securities in foreign currencies into U.S. dollars.
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(b) The Trustee shall take such action as the Sponsor shall
direct or, if not so directed, use reasonable efforts to reclaim or
recoup any amounts of non-U.S. tax paid by the Trust or withheld from
Income received by the Trust to which the Trust may be entitled as a
refund.
M. The following paragraphs are inserted after the first
paragraph in Section 4.01:
"With respect to foreign securities, each security listed on
a securities exchange will be valued at the last closing
sale price on the relevant stock exchange or if no such
price exists at the closing offer price thereof.
If the Trust holds securities denominated in a currency
other than U.S. dollars, the evaluations shall be converted
to U.S. dollars based, during the initial offering period,
on the offering side of the relevant currency exchange rate,
and subsequent to such period, on the bid side of the
relevant exchange rate, including the cost of a forward
foreign exchange contract in the relevant currency to
correspond to the Trustee's settlement requirement for
redemption requests as quoted to the Trustee by one or more
banks designated by the Depositor, unless the Security is in
the form of an American depository share or receipt, in
which case the evaluations shall be based upon the U.S.
dollar prices in the market for American depository shares
or receipts (unless the Trustee deems such prices
inappropriate as a basis for valuation)."
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 Equity Trust,
Select Global Series 97-5, Select Global 30 Portfolio 97-5 (the
"Select 30 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.
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C. The term, "Depositor" shall mean Dean Witter Reynolds Inc.
D. The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is for the Select 30
Trust.
E. A Unit is hereby declared initially equal to 1/ th for
the Select 30 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 Global Series 97-5, Select Global 30 Portfolio 97-5 _
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.
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" distribution, such
Unit Holder must tender at least 2,500 Units for redemption, either
during the life of the Trust, or at its termination.
(Signatures and acknowledgments on separate pages)
