<PAGE>
PARTS A AND B OF THIS PROSPECTUS DO 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.
[LOGO] DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS--MARCH 1998
- --------------------------------------------------------------------------------
(A Unit Investment Trust)
-----------------------------------------------------------------------------
The objective of the Trust is capital appreciation through an investment in a
fixed portfolio of common stocks over a period of approximately one year. The
Trust consists of a select group of stocks (the "Strategy Stocks") selected from
the Standard & Poor's Platinum Portfolio as of March 12, 1998. The Standard &
Poor's (S&P) Platinum Portfolio is a listing of stocks that S&P actively reviews
and is expected to change continually, based upon changes to its STock
Appreciation Ranking System (STARS) and Fair Value Model (FVM). The Trust is a
fixed portfolio, consisting of the Strategy Stocks, and share weightings, as
determined as of March 12, 1998. The value of the Units of the Trust will
fluctuate with the value of the portfolio of underlying Securities. UNITS OF THE
TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK, AND THE UNITS ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. INVESTMENT IN UNITS OF
THE TRUST IS SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE
PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
SPONSOR TRUSTEE
- ----------------------------------- -----------------------------------
Dean Witter Reynolds Inc. The Chase Manhattan Bank
2 World Trade Center 270 Park Avenue
New York, New York 10048 New York, New York 10017
PROSPECTUS DATED MARCH 16, 1998
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS--MARCH 1998
AS OF MARCH 13, 1998(1)
<TABLE>
<S> <C>
Aggregate Value of Securities in Trust(2)............................. $240,042.95
Number of Units....................................................... 25,000(3)
Fractional Undivided Interest in the Trust Represented by Each Unit... 1/25,000th
Public Offering Price Per 100 Units:
Aggregate Value of Securities in the Trust Divided by 25,000 Units
(times 100 Units)................................................ $ 960.17
Plus Sales Charge of 2.90% of Public Offering Price(4) (2.924% of
the amount invested in Securities)............................... 28.08
Less Deferred Sales Charge ("DSC") per 100 Units.................. (20.00)
----------
Public Offering Price per 100 Units(5)............................ $ 968.25
----------
----------
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100
Units (based on the value of the underlying Securities, $28.08 less
than the Public Offering Price per 100 Units)(6).................... $ 940.17
</TABLE>
<TABLE>
<S> <C>
Evaluation Time................................... Close of the market: 4:00 P.M. New York time.
Record Dates...................................... September 1, 1998 and June 18, 1999
Distribution Dates................................ September 15, 1998 and on or about June 25, 1999(7)
Minimum Principal Distribution.................... No distribution need be made from the Principal Account if
the balance therein is less than $1.00 per 100 Units
outstanding.
In-Kind Distribution Date......................... May 28, 1999
Liquidation Period................................ Not to exceed 14 business days after the In-kind
Distribution Date.(7)
Mandatory Termination Date........................ June 18, 1999
Discretionary Liquidation Amount.................. 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 the Securities deposited in the Trust.(3)
Trustee's Fee (including estimated expenses)(8)... $1.08 per 100 Units.
Organizational Expenses (estimated)(9)............ $3.27 per 100 Units.
Sponsor's Portfolio Supervision Fee............... Maximum of $0.25 per 100 Units.
Deferred Sales Charge Payment Date................ The last business day of each month commencing June 30, 1998
through February 26, 1999, and on March 15, 1999.
Minimum Purchase: $1,000 ($250 for IRA's)
</TABLE>
i
<PAGE>
- ------------------------
(1) The Initial Date of Deposit. The Indenture was signed and the initial
deposit of Securities with the Trustee was made on the Initial Date of Deposit.
(2) Based on the evaluation of the Securities as of 4:00 P.M. on March 13, 1998.
(3) The number of Units will be increased as the Sponsor deposits additional
Securities into the Trust. See "Introduction", in Part B.
(4) The sales charge consists of an Inititial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge (a maximum of
2.90% of the Public Offering Price); thus on the date of this Summary of
Essential Information, the Initial Sales Charge is $8.08 per 100 Units or 0.83%
of the Public Offering Price. The Initial Sales Charge paid by a Unit Holder may
be more or less than $8.08 per 100 Units because of the fluctuation of the value
of the Securities from that on the Initial Date of Deposit. The Initial Sales
Charge is reduced on a graduated basis on purchases of $25,000 or more (see
"Public Offering of Units-- Volume Discount"). The Deferred Sales Charge is paid
through reduction of Trust assets by $2.00 per 100 Units on each Deferred Sales
Charge Payment Date through the sale of Securities on each such date or
distribution of cash available in the Prinicipal Account for such payment. On a
repurchase, redemption or exchange of Units before the last Deferred Sales
Charge Payment Date, any remaining Deferred Sales Charge payments will be
deducted from the proceeds. Units purchased pursuant to the Reinvestment Program
are subject to that portion of the Deferred Sales Charge remaining at the time
of reinvestment (see "Reinvestment Program").
(5) This price is computed as of the Initial Date of Deposit and may vary from
such price on the date of this Prospectus or any subsequent date.
(6) This price is computed as of the Initial Date of Deposit and may vary from
such price on the date of this Prospectus or any subsequent date. This price
reflects deductions for remaining Deferred Sales Charge payments ($20.00 per 100
Units initially). In addition, after the initial offering period, the repurchase
and cash redemption prices will be further reduced to reflect the Trust's
estimated costs of liquidating Securities to meet the redemption, currently
estimated at $1.15 per 100 Units.
(7) The final distribution will be made within 5 business days following the
receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust--Termination".)
(8) See: "Expenses and Charges" herein. The fee and the expenses accrue daily
and are payable quarterly. Estimated dividends from the Securities, based on the
last dividends actually paid, are expected by the Sponsor to be sufficient to
pay the estimated expenses of the Trust. In addition to the Trustee's fee,
brokerage costs borne by the Trust in connection with the purchase of Securities
by the Trustee with cash deposited in the Trust are currently estimated at $0.90
per 100 Units.
(9) The cost of preparation and printing of the Indenture, Registration
Statement and other documents relating to the Trust, Federal and State
registration fees and costs, initial fees of the Trustee, license fees of
Standard & Poor's Corporation (the "Portfolio Consultant") and legal and
auditing expenses will be paid by the Trust and, therefore, will be borne by
Unit Holders. These organizational expenses will be amortized over the life of
the Trust. Organizational expenses per Unit have been estimated based on a Trust
with projected total assets of $100 million. To the extent the assets of the
Trust are less than such amount, the organizational expense per Unit will be
greater than the estimate shown.
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
FEE TABLE
THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES (PERCENTAGES ARE BASED ON A $1,000 INVESTMENT IN
100 UNITS), ASSUMING THE PRINCIPAL AMOUNT AND DISTRIBUTIONS ARE EXCHANGED EACH
YEAR INTO A NEW TRUST SUBJECT ONLY TO THE DEFERRED SALES CHARGE AND TRUST
EXPENSES.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
INVESTMENT
UNIT HOLDER TRANSACTION EXPENSES IN 100 UNITS
- ----------------------------------------------------------------- -------------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase......................... 0.90%(a) $ 9.00
Deferred Sales Charge per Year................................... 2.00%(b) 20.00
----- ------
Maximum Sales Charge per Year.................................... 2.90% $ 29.00
----- ------
----- ------
Maximum Sales Charge Imposed Per Year on Reinvested Dividends.... $ 20.00(c)
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)(d)
Trustee's Fee.................................................. 0.108% $ 1.08
Organizational Expenses (e).................................... 0.327% 3.27
Portfolio Supervision, Portfolio Consultant, Bookkeeping and
Administrative Fees........................................... 0.025% 0.25
Other Operating Expenses....................................... -- --
----- ------
Total...................................................... 0.460% $ 4.60
----- ------
----- ------
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
-------------------------------------------
3 5 10
1 YEAR YEARS(f) YEARS(f) YEARS(f)
------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000
investment, assuming an estimated operating expense ratio
of 0.460% and a 5% annual return on the investment
throughout the periods..................................... $ 34 $ 84 $ 138 $ 283
The Example assumes reinvestment of all dividends and distributions and utilizes a 5% annual rate of
return as mandated by Securities and Exchange Commission regulations applicable to mutual funds. For
purposes of the Example, the Deferred Sales Charge imposed on reinvestment of dividends is not reflected
until the year following payment of the dividend; the cumulative expenses would be higher if sales
charges on reinvested dividends were reflected in the year of reinvestment. Because the reductions to the
repurchase and cash redemption prices described in footnote 6 on page ii apply only to the secondary
market, these reductions have not been reflected in the figures above. The Example should not be
considered a representation of past or future expenses or annual rate of return; the actual expenses and
rate of return may be more or less than those assumed for purposes of the Example.
</TABLE>
-------------------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge ($20.00 per 100 Units) and would exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
(b) The actual fee is $2.00 per month per 100 Units, irrespective of purchase
or redemption price, paid on each Deferred Sales Charge Payment Date. If a
Holder sells Units before all of these payments have been made, the balance
of the Deferred Sales Charge will be paid from the sales proceeds. If the
Unit purchase price exceeds $10 per Unit, the Deferred Sales Charge will be
less than 2.00%; if the Unit purchase price is less than $10 per Unit, the
Deferred Sales Charge will exceed 2.00%.
(c) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which may be more or less than 2.00%
of the Public Offering Price at the time of reinvestment (see
"Reinvestment Program").
(d) The estimates do not include the costs borne by Unit Holders of purchasing
and selling Securities.
(e) The cost of preparation and printing of the Indenture, Registration
Statement and other documents relating to the Trust. Federal and State
registration fees and costs, initial fees of the Trustee, and legal and
auditing expenses will be paid by the Trust and, therefore, will be borne
by Unit Holders. Organizational expenses per Unit have been estimated
based on a Trust with projected total assets of $100 million. To the
extent the assets of the Trust are less than such amount, the
organizational expense per Unit will be greater than the estimate shown.
(f) Although each Trust has a term of approximately one year and is a unit
investment trust rather than a mutual fund, this information is presented
to permit a comparison of fees and expenses, assuming the principal amount
and distributions are exchanged each year into a new trust subject only to
the Deferred Sales Charge.
iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--The Dean Witter Select Equity Trust, Standard & Poor's Platinum
Portfolio, Select Strategy Stocks--March 1998 (the "Trust") is a unit investment
trust composed of a fixed portfolio of publicly-traded common stocks or
contracts to purchase such stocks (the "Securities"). The objective of the Trust
is capital appreciation by an investment in the Strategy Stocks (selected as of
March 12, 1998). The Securities may appreciate or depreciate in value (or pay
dividends) depending on the full range of economic and market influences
affecting corporate profitability, the financial condition of issuers and the
prices of equity securities in general and the Securities in particular.
Therefore, there is no guarantee that the objective of the Trust will be
achieved. Income is not an objective of the Trust.
On the Initial Date of Deposit and thereafter, the Sponsor may, under the
Indenture and Agreement, deposit additional Securities, contracts to purchase
additional Securities together with a letter of credit and/or cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units while maintaining to the extent practicable
the proportionate relationship between the number of shares of each Security in
the Portfolio.
Unitholders may choose to hold their Units for any length of time up to
approximately one year, depending upon the date of purchase, unless the Trust is
terminated early.
SPECIAL CHARACTERISTICS OF THE TRUST--SECURITIES SELECTION--Standard &
Poor's* is a leading financial information and investment research organization,
which provides financial research, benchmarks and market data. Standard & Poor's
has developed the S&P Platinum Portfolio, a portfolio of equity securities, as a
feature to investors and subscribers to its various research publications and
services. S&P's Platinum Portfolio is a concept as opposed to an actual
investment vehicle in that Standard & Poor's does not actually purchase and
assemble these securities for sale to investors. The Standard & Poor's Platinum
Portfolio is created independently of and not in contemplation of the Trust.
In order for a stock to be initially selected for inclusion in S&P's
Platinum Portfolio, it must carry both a STock Appreciation Ranking System
("STARS") ranking of five and a Fair Value Model ("FVM") ranking of five, which
rankings are issued by Standard & Poor's equity research analysts.
STARS ranking--Standard & Poor's equity research analysts apply a
qualitative stock selection system to the common stocks that they analyze and
rank such stocks from 5 stars to 1 star with regard to expected performance over
the next six to twelve months, as follows:
Five Stars -- Buy--Expected to be among the best performers.
Four Stars -- Accumulate--Expected to be an above-average performer.
Three Stars -- Hold--Expected to be an average performer.
Two Stars -- Avoid--Expected to be a below-average performer.
One Star -- Sell--Expected to be a well-below-average performer.
Fair Value Model ranking--S&P's FVM quantitative model calculates a stock's
weekly fair value, the price at which a stock should trade at current market
levels, in seeking to determine whether a stock is undervalued. The calculation
is based on fundamentals such as a stock's price-earnings ratio, profit growth
potential, price-to-book value, return on equity and its dividend yield relative
to that of the S&P 500 Composite Stock Price Index. Stocks are ranked in five
tiers. Group 5 is the highest and contains stocks considered the most
undervalued. These are issues considered to have a fair value considerably
greater than their
- ------------------------
* Standard & Poor's-Registered Trademark-, S&P-Registered Trademark- and S&P
500-Registered Trademark- are registered trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by the Sponsor. The Trust is
not sponsored, managed, sold or promoted by Standard & Poor's. Standard &
Poor's is not affiliated with the Sponsor.
v
<PAGE>
current price, implying superior price appreciation potential. Group 4 stocks
are considered moderately undervalued, with fair value modestly higher than
their current prices. Group 3 includes stocks whose current prices are believed
to most closely approximate their fair value. Group 2 stocks are believed to be
modestly overvalued, while the current prices of the stocks in Group 1 are
believed to substantially exceed their fair value.
Stocks are removed by Standard & Poor's from its Platinum Portfolio only
upon losing the top ranking (5) in both systems. For example, a stock which
entered the Platinum Portfolio because it carried both a five STARS ranking and
a five FVM rating would continue to be included in the Platinum Portfolio
notwithstanding the downgrading of one of such ratings. A stock for which both
ratings are downgraded below five, however, is removed from S&P's Platinum
Portfolio.
Trust Securities Selection--The Strategy Stocks--The Sponsor selects the
Trust portfolio's stocks (the "Strategy Stocks") as follows:
a) Begin with S&P's Platinum Portfolio as of March 12, 1998, the
Strategy Stocks' determination date;
b) Any stock with a rank of 1 or 2 (for either STARS or FVM) is
eliminated;
c) Any company whose market capitalization is below $500 million is
eliminated; and
d) The remaining stocks, after applying the above standards, become the
Strategy Stocks. The portfolio of the Trust, as of March 13, 1998, consists
of an approximately equally dollar weighted portfolio of the Strategy
Stocks.
RISK FACTORS--SPECIAL CONSIDERATIONS
Investors should note that the above criteria were applied to the Securities
deposited in the Trust Portfolio as of March 13, 1998. Subsequent to March 13,
1998, the Securities may no longer be included in S&P's Platinum Portfolio or,
if included, may no longer meet the standards to qualify as a Strategy Stock if
such standards were applied as of such later date. Nevertheless, none of these
events will cause the removal of any Securities from the Trust's fixed
portfolio. The Sponsor, on and subsequent to the Initial Date of Deposit,
expects to deposit additional Securities which reflect the Portfolio as of the
Initial Date of Deposit, subject to permitted adjustments, and sell such
additional Units created. The sale of additional Units and the sale of Units in
the secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
such later time.
Investors should note that the portfolio of the Trust is not S&P's Platinum
Portfolio, which S&P actively reviews and is expected to continually change,
based upon its changes to STARS and FVM stock rankings. Thus, S&P's Platinum
Portfolio is intended more for traders than long term investors due to the
frequent changes that S&P is likely to make to its STARS and FVM rankings.
(Please note that S&P's Platinum Portfolio is not an actual investment offered
by S&P, and S&P does not currently manage any actual investments based upon its
Platinum Portfolio.)
The portfolio of the Trust is an unmanaged fixed portfolio. It is based on a
longer term strategy, applying the additional Trust strategy criteria to S&P's
Platinum Portfolio, at the time of the Trust's formation, to select stocks and
determine share weightings and hold stocks for the life of the Trust. Therefore,
regardless of any such changes to S&P's Platinum Portfolio, the identity and
proportionate relationship of the Portfolio's Securities generally will remain
the same as shown in "Portfolio of Securities." At the time a stock is selected
as a Strategy Stock to be included in the Trust portfolio on the Initial Date of
Deposit, it may not qualify to be selected for entry in S&P's Platinum Portfolio
because it does not have ratings of five in both categories by Standard &
Poor's. Moreover, Securities would generally continue to be held by and
deposited into the Trust on dates subsequent to the Initial Date of Deposit,
notwithstanding: (1) their removal from S&P's Platinum Portfolio and their lack
of ratings of five in both categories; and (2) their failure to meet ranking or
market capitalization criteria to qualify as a Strategy Stock if such criteria
were applied as of such later date. A stock added to the Platinum Portfolio by
Standard & Poor's subsequent to the Initial Date of Deposit will not be included
as a Strategy Stock.
vi
<PAGE>
There can be no assurance that the Trust's objective of capital appreciation
will be achieved. The Securities, and hence the Units, may be unsuitable for
investors depending on their specific investment objectives and financial
position. Past performance is not a guarantee of future results. The price of,
and income from, the Securities and, therefore, the Units may rise or fall, so
that a Unit Holder's Units, when redeemed or sold, may be worth more or less
than their original cost. The Securities were selected irrespective of any buy
or sell recommendation by the Sponsor.
This is not an appropriate investment for those seeking high current income
or capital preservation. Investors must be able and willing to assume the risks
associated with equity investing in a fixed portfolio of common stocks. There
are risks inherent in an investment in common stocks, which comprise the
portfolio of the Trust, including risks associated with the limited rights of
holders of common stock to receive payments from issuers of such stock; such
rights are inferior to those of creditors and holders of debt obligations or
preferred stock. Also, holders of common stock have the right to receive
dividends only when, as and if such dividends are declared by the issuer's board
of directors. Investors should also be aware that the value of the underlying
Securities in the Portfolio may fluctuate in accordance with changes in the
value of common stocks in general. Equity markets have been at historically high
levels and no assurance can be given that these levels will continue. Although
there are certain risks of price volatility associated with investment in common
stocks, your risk is reduced because your capital is divided among stocks from
several different industry groups.
Although the Trust is a one year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, for example, for at
least three to five years, to take advantage of the long term strategy. There
can be no assurance, however, that the Sponsor will offer successive trusts.
Investors desiring to invest in successive trusts must so elect in connection
with the termination of the prior trust.
In connection with the deposit by the Sponsor of cash (or a letter of credit
in lieu of cash) with instructions to purchase additional Securities in order to
create Additional Units, to the extent that the price of a Security fluctuates
between the time the cash is deposited and the time the cash is used to purchase
the Security, Units (including previously issued Units) may represent more or
less of that Security and more or less of other Securities in the Portfolio of
the Trust. In addition, the brokerage fees incurred in purchasing Securities
with such deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units prior to the purchase of Securities with such deposited cash
would experience dilution as a result of any such brokerage fees.
DISTRIBUTION--The Trustee will distribute any dividends (net of Trust
expenses) and any proceeds from the disposition of Securities not used for
redemption of Units received by the Trust on September 15, 1998 and on or about
June 25, 1999 to holders of record on September 1, 1998 and the Termination
Date, respectively. Upon termination of the Trust, the Trustee will distribute
to each Unit Holder of record its pro rata share of the Trust's assets, less
expenses and less any Deferred Sales Charge then payable or Unit Holders can
elect to reinvest their distributions automatically in units of a New Series (as
defined below), if offered by the Sponsor, which units acquired through
reinvestment upon termination will be subject only to a deferred sales charge
(see "Administration of the Trust--Termination"). The sale of Securities in the
Trust during the period prior to termination and upon termination may result in
a lower amount than might otherwise be realized if such sale were not required
at such time due to impending or actual termination of the Trust. For this
reason, among others, the amount realized by a Unit Holder upon termination may
be less than the amount paid by such Unit Holder. (See: "Administration of the
Trust--Distribution".)
The Sponsor anticipates that, based upon the last dividends actually paid by
the companies listed in the "Schedule of Portfolio Securities", dividends from
the Securities will be sufficient to (i) pay expenses of the Trust and (ii)
after such payment, to make distributions to Unit Holders as described herein.
(See: "Expenses and Charges" and "Administration of the Trust-- Distribution".)
PUBLIC OFFERING PRICE--The Public Offering Price per 100 Units is computed
on the basis of the aggregate value of the underlying Securities next computed
after receipt of a purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding times 100, plus a sales charge of 2.924% of such
evaluation per 100 Units (the amount invested in Securities); this results in a
sales charge of 2.90% of the Public Offering Price. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See "Public Offering of Units--Public Offering Price".) The total sales
charge consists of an Initial Sales Charge and a Deferred Sales Charge, the
total of which equals 2.90% of the Public Offering Price or 2.924% of the
vii
<PAGE>
amount invested in Securities. The Initial Sales Charge is computed by deducting
the Deferred Sales Charge ($20.00 per 100 Units) from the aggregate sales
charge; thus, on the date of the Summary of Essential Information, the Initial
Sales Charge is $8.08 per 100 Units or 0.83% of the Public Offering Price. The
Initial Sales Charge paid by a Unit Holder may be more or less than $8.08 per
100 Units because of the fluctuation of the value of the Securities from that on
the Initial Date of Deposit. The Initial Sales Charge will vary with changes in
the aggregate sales charge and is deducted from the purchase price of a Unit at
the time of purchase and paid to the Sponsor. The Initial Sales Charge will be
reduced on a graduated basis on purchases of $25,000 or more.
In connection with future series, if any, Unit Holders acquiring Units
through an exchange or rollover of units of a previous series of the Standard &
Poor's Platinum Portfolio, Select Strategy Stocks series will acquire such Units
subject only to the Deferred Sales Charge. The Deferred Sales Charge is paid
through reduction of Trust assets by $2.00 per 100 Units monthly on each
Deferred Sales Charge Payment Date commencing on the first Deferred Sales Charge
Payment Date shown on the Summary of Essential Information through the sale of
Securities on each such date or distribution of cash available for such payment.
Units purchased pursuant to the Reinvestment Program are subject only to
deductions remaining of the Deferred Sales Charge (see "Reinvestment Program").
If a Unit Holder exchanges, redeems or sells his Units to the Sponsor prior to
the last Deferred Sales Charge Payment Date, the Unit Holder is obligated to pay
any remaining Deferred Sales Charge.
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. 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 value of the underlying Securities. (See: "Redemption".) Market
conditions may cause such prices to be greater or less than the amount paid for
Units. The Sponsor's Repurchase Price, like the Redemption Price, will reflect
the deduction from the value of the underlying Securities of any unpaid amount
of the Deferred Sales Charge. Investors should note that the Deferred Sales
Charge of $2.00 per 100 Units will be deducted from Trust assets on the last
business day of each of the ten months commencing on the first Deferred Sales
Charge Payment Date shown on the Summary of Essential Information, and to the
extent the entire Deferred Sales Charge has not been so deducted or paid at the
time of repurchase or redemption of the Units, the remainder will be deducted
from the proceeds of sale or redemption or in calculating an in-kind redemption.
TERMINATION--The Trust will terminate approximately 1 year after the Initial
Date of Deposit regardless of market conditions at that time. The Trust will
then liquidate. Unit Holders may elect to receive shares in-kind. Prior to
termination of the Trust, the Trustee will begin to sell the Securities held in
the Trust over a period not to exceed 14 consecutive business days (the
"Liquidation Period"). Monies held upon such sale of Securities will be held
uninvested in non-interest bearing accounts created by the Indenture until
distributed pro rata to Unit Holders on or about June 25, 1999 and will be of
benefit to the Trustee during such period. During the life of the Trust,
Securities will not be sold to take advantage of market fluctuations.
Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited circumstances described
herein, the proceeds received from the sale of Securities may be less than could
be obtained if the sale had taken place at a different time. Depending on the
volume of Securities sold and the prices of and demand for Securities at the
time of such sale, the sales of Securities from the Trust may tend to depress
the market prices of such Securities and hence the value of the Units, thus
reducing termination proceeds available to Unit Holders. In order to mitigate
potential adverse price consequences of heavy volume trading in the Securities
taking place over a short period of time and to provide an average market price
for the Securities, the Trustee will follow procedures set forth in the
Indenture to sell the Securities in an orderly fashion over a period not to
exceed the Liquidation Period. The Sponsor can give no assurance, however, that
such procedures will mitigate negative price consequences or provide a better
price for such Securities. The Trust may terminate earlier than on the Mandatory
Termination Date if the value of the Trust is less than the Discretionary
Liquidation Amount set forth under "Administration of the Trust--Termination."
viii
<PAGE>
HYPOTHETICAL STRATEGY STOCK PERFORMANCE INFORMATION
The following table shows (i) the actual performance of all of the stocks in
the Dow Jones Industrial Average, (ii) the actual performance of all of the
stocks in the S&P 500 Index and (iii) a hypothetical investment in approximately
equal values of the stocks comprising the Strategy Stocks for each of the past
ten years.
<TABLE>
<CAPTION>
COMPARISON OF ANNUAL RETURN
- -------------------------------------------------------------------------------------------------
DOW JONES
INDUSTRIAL S&P
AVERAGE 500-REGISTERED TRADEMARK- STRATEGY STOCKS
YEAR ENDED 12/31 ANNUAL RETURN(1)(2) INDEX ANNUAL RETURN(2) ANNUAL RETURN(3)
- -------------------------------- ------------------- ---------------------- -----------------
<S> <C> <C> <C>
1988 15.95% 16.34% 30.36%
1989 31.71 31.23 27.56
1990 -0.57 -3.14 -17.14
1991 23.93 30.00 51.68
1992 7.35 7.43 16.89
1993 16.74 9.94 2.93
1994 4.95 1.29 7.40
1995 36.49 37.11 44.25
1996 28.57 22.70 23.55
1997 24.75 33.10 12.59
1/1/1998 through 2/27/1998 8.06 8.13 10.52
- -------------------------------- ------- ------- -------
Average annual return 1988-1997 18.41% 17.81% 18.41%
</TABLE>
The returns reflect the change in value of the stocks plus the dividend
return on such stocks for the year indicated. The returns shown above are not
guarantees of future performance and should not be used as a predictor of
returns to be expected in connection with a Portfolio.
(1) Dow Jones Industrial Average is an index of 30 stocks compiled by and the
property of Dow Jones & Company, Inc. Dow Jones & Company, Inc. has not
participated in any way in the creation of the Trust or in the selection of
the Trust's stocks and has not approved any information included in this
Prospectus.
(2) The returns do not reflect sales charges, commissions, expenses or taxes.
(3) The Strategy Stocks returns shown above are hypothetical and reflect past
performance of one year fixed portfolios of the Strategy Stocks (but not any
trust). These returns reflect the hypothetical selections of Strategy Stocks
as of January 1 for each year and the percentage change in value, over a one
year period, of a hypothetical investment in approximately equal values of
the Strategy Stocks plus the dividend return for the year on such stocks.
These returns reflect Trust sales charges (the full sales charge in the
first year; reduced rollover sales charges thereafter) estimated expenses
and semiannual reinvestment of dividends but not commissions or taxes. They
are not guarantees of future performance and should not be used as a
predictor of returns to be expected in connection with a Trust.
The actual returns of a particular Trust or purchase of units of a Trust
will vary from the hypothetical strategy returns due to, among other things,
timing differences and the fact that an actual Trust has sales charges,
expenses and commissions. Performance will also vary from the S&P Platinum
Portfolio because the Trust's portfolio represents, at the time of the
selection of its stocks, a subset of S&P's Platinum Portfolio that is fixed
at such time for a given period, whereas the S&P Platinum Portfolio is
expected to change, and may substantially change, throughout the yearly
period.
ix
<PAGE>
S&P introduced its STARS and FVM rating systems in 1987 and 1995,
respectively. Ten years of past hypothetical performance are presented because
this is the only meaningful historical data that is available for the Platinum
Portfolio. The number of Strategy Stocks reflected in the table above ranged
from a low of 9 stocks as of January 1, 1988 to a high of 36 stocks as of
January 1, 1996. This directly correlates to the number of stocks carrying the
highest rankings under S&P's two analytical systems and, hence, the number of
stocks that could potentially qualify for entry in the S&P's Platinum Portfolio.
There were 45 stocks carrying the highest ranking in STARS at the beginning of
1988, and there are approximately 110 currently. The number of stocks with the
highest FVM ranking totalled 112 stocks at the beginning of 1988 and 385 stocks
currently. A portfolio of Strategy Stocks selected on January 1, 1997 would have
numbered 29 stocks. It is anticipated that due to the number of stocks presently
under coverage by S&P, the number of Strategy Stocks will likely range between
25 to 40 for a given portfolio. However, the Sponsor can not make any
representation as to the exact number of stocks that will qualify from time to
time as Platinum Portfolio stocks, and there can be no assurances that there
will be a sufficient number of Strategy Stocks available for future portfolios.
As the number of stocks that are in a given portfolio decreases, performance
return fluctuation and portfolio risks are likely to increase significantly. For
the ten year performance period shown above, the hypothetical Strategy Stock
portfolio had an average turnover of shares year to year of approximately 67%.
The Trust seeks to achieve a better performance than the performance of all
of the stocks in the Dow Jones Industrial Average and the S&P 500 Index,
respectively, through investment for about one year in the Strategy Stocks. In 5
and 6 of the last 10 years, respectively, a hypothetical strategy of investing
in approximately equal values of the Strategy Stocks each year would have
yielded a higher total return than an investment in all the stocks which make up
the DJIA and the S&P 500 Index.
The average annual return reflects a rate of growth per year (assuming
reinvestment of all dividends at the end of each period for the DJIA and S&P
500) that a hypothetical investment in all of the stocks in the DJIA, S&P 500
Index and Strategy Stocks would have provided over the above 10 year period. The
average annual return of the Strategy Stocks reflects Trust sales charges,
estimated expenses and semiannual reinvestment of dividends. The returns shown
above are not guarantees of future performance and should not be used as a
predictor of returns to be expected in connection with the Trust. The returns
are not those of any trust. The DJIA and S&P 500 returns do not reflect sales
charges, commissions, expenses or taxes. As indicated in the above table, the
Strategy Stocks underperformed a hypothetical investment in all of the stocks in
the DJIA or the S&P 500 Index in certain years and there can be no assurance
that the portfolio of the Trust will outperform a hypothetical investment in all
of the stocks in the DJIA or the S&P 500 Index over the life of the Trust. The
actual returns of a particular Trust or purchase of Units of a Trust will vary
from the hypothetical strategy returns due to among other things, timing
differences, and the fact that an actual Trust has sales charges, expenses, and
commissions.
--PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of issues
of Securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER PORTFOLIO NUMBERS OF TRUST PORTFOLIO
- --------------------------------------------- ----------------- ------------------------
<S> <C> <C>
Computers.................................... 1,5,7,10,23,27,29 17.52%
Electronics.................................. 2 2.47%
Semiconductors............................... 3,30 5.00%
Health Care.................................. 4,9,12,17,33,35 14.99%
Beverages.................................... 6,28 5.02%
Retail....................................... 8,14,26,31,34,36 14.99%
Oil and Gas.................................. 11,15,25 7.49%
Financial Services........................... 13,16,20,22 10.01%
Data Processing.............................. 18 2.54%
Restaurants.................................. 19,40 5.01%
Insurance.................................... 21,37 5.00%
Entertainment................................ 24 2.52%
Communications Equipment..................... 32 2.44%
Manufacturing................................ 38 2.50%
Electrical Equipment......................... 39 2.49%
</TABLE>
On the Date of Deposit, the aggregate market value of the Securities in the
Trust was $240,042.95.
x
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS--MARCH 1998
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Standard
& Poor's Platinum Portfolio, Select Strategy Stocks--March 1998 as of March 13,
1998. These financial statements are the responsibility of the Trustee. (See
note (f) to the Statement of Financial Condition). 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 an 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, 1998, by correspondence with The Chase
Manhattan Bank, 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 Equity Trust Standard & Poor's
Platinum Portfolio, Select Strategy Stocks--March 1998 as of March 13, 1998 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
March 13, 1998
New York, New York
xi
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS--MARCH 1998
INITIAL DATE OF DEPOSIT, MARCH 13, 1998
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a).......... $240,042.95
Organizational costs (b)................................ 326,550.00
-----------
Total................................................. $566,592.95
-----------
-----------
LIABILITY AND INTEREST OF UNIT HOLDERS
Liability--
Payment of deferred portion of sales charge (c)....... $ 5,000.00
Accrued liability (b)................................. 326,550.00
-----------
Subtotal.............................................. 331,550.00
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. $242,063.68
Gross underwriting commissions (e).................... (7,020.73)
-----------
Net amount applicable to investors...................... $235,042.95
-----------
Total................................................. $566,592.95
-----------
-----------
</TABLE>
xii
<PAGE>
- ------------------------
(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 Trustee on the basis set forth
under "Public Offering of Units--Public Offering Price" as of the Initial
Date of Deposit. An irrevocable letter of credit drawn on Royal Bank of
Canada, New York Branch in the amount of $300,000.00 has been deposited with
the Trustee.
(b) Organizational costs borne by the Trust have been deferred and will be
amortized over the life of the Trust. Organizational costs have been
estimated based on a Trust with projected total assets of $100 million. To
the extent the assets of the Trust are less than $100 million, the
organizational costs may be less although the per Unit amount may increase.
To the extent the assets of the Trust are more, the organizational costs may
be higher.
(c) Represents the aggregate amount of mandatory distributions of $2.00 per 100
Units per month payable on the last business day of each month from June 30,
1998 through February 26, 1999 and on March 15, 1999. Distributions will be
made to an account maintained by the Trustee from which the Unit Holders'
Deferred Sales Charge obligation to the Sponsor will be satisfied. If Units
are redeemed prior to March 15, 1999, the remaining portion of the
distribution applicable to such Units will be transferred to such account on
the redemption date.
(d) The aggregate Public Offering Price is computed on the basis set forth under
"Public Offering of Units--Public Offering Price" as of the evaluation time
on the Date of Deposit.
(e) The aggregate sales charge of 2.90% of the Public Offering Price per 100
Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
(f) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the Trust
and is responsible for establishing and maintaining a system of internal
controls directly related to, and designed to provide reasonable assurance
as to the integrity and reliability of, financial reporting of the Trust.
The Trustee is also responsible for all estimates and accruals reflected in
the Trust's financial statements. The Trustee determines the price for each
underlying Security included in the Trust's Schedule of Portfolio Securities
on the basis set forth in "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.
xiii
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS--MARCH 1998
ON INITIAL DATE OF DEPOSIT, MARCH 13, 1998
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)(2)
- --------- -------------------------------------- --------- ------------- ------------ ------------ ---------------
<C> <S> <C> <C> <C> <C> <C>
1 Adaptec, Inc. 255 3.56% 2.54% $23.9375 $ 6,104.06
2 Analog Devices, Inc. 176 2.46 2.47 33.7500 5,940.00
3 Applied Materials, Inc. 177 2.47 2.50 33.8750 5,995.88
4 Boston Scientific Corp. 88 1.23 2.50 68.2500 6,006.00
5 Cadence Design Systems, Inc. 176 2.46 2.46 33.5000 5,896.00
6 Canadaigua Brands 110 1.54 2.51 54.8750 6,036.25
7 Cisco Systems, Inc. 94 1.31 2.53 64.5625 6,068.88
8 Consolidated Stores Corp. 141 1.97 2.51 42.6875 6,018.94
9 Dura Pharmaceuticals, Inc. 241 3.37 2.49 24.8125 5,979.81
10 EMC Corp. 161 2.25 2.52 37.5000 6,037.50
11 ENSCO International Inc. 221 3.09 2.50 27.1875 6,008.44
12 Express Scripts, Inc. 74 1.03 2.50 81.0000 5,994.00
13 Franklin Resources, Inc. 112 1.57 2.50 53.5000 5,992.00
14 General Nutrition Companies 148 2.07 2.51 40.7500 6,031.00
15 Global Marine Inc. 265 3.70 2.51 22.7500 6,028.75
16 Green Tree Financial Corp. 201 2.81 2.50 29.8125 5,992.31
17 Health Management Associates, Inc. 215 3.01 2.49 27.7500 5,966.25
18 Hyperion Software Corp. 149 2.08 2.54 41.0000 6,109.00
19 Lone Star Steakhouse & Saloon, Inc. 273 3.82 2.50 22.0000 6,006.00
20 MBNA Corp. 171 2.39 2.51 35.2500 6,027.75
21 NAC Re Corp. 120 1.66 2.49 49.8125 5,977.50
22 NationsBank Corp. 87 1.22 2.51 69.1250 6,013.88
23 Network Associates 87 1.22 2.50 68.8750 5,992.13
24 News Corp. Ltd. 222 3.10 2.52 27.2500 6,049.50
25 Noble Drilling Corp. 224 3.13 2.46 26.5625 5,950.00
26 OfficeMax, Inc. 357 4.99 2.49 16.7500 5,979.75
27 Oracle Corporation 207 2.89 2.52 29.1875 6,041.81
28 Panamerican Beverages, Inc. 162 2.26 2.50 37.0625 6,004.13
29 Parametric Technology Corp. 178 2.49 2.46 33.1875 5,907.38
30 Photronics, Inc. 232 3.24 2.50 25.8750 6,003.00
31 Proffitt's, Inc. 160 2.24 2.50 37.5000 6,000.00
32 QUALCOMM Inc. 122 1.71 2.44 48.0625 5,863.63
33 Quorum Health Group Inc. 204 2.85 2.49 29.2500 5,967.00
34 Safeway Inc. 168 2.35 2.49 35.6250 5,985.00
35 Sierra Health Services Inc. 154 2.15 2.53 39.3750 6,063.75
</TABLE>
xiv
<PAGE>
<TABLE>
<CAPTION>
PROPORTIONATE PERCENTAGE
RELATIONSHIP OF AGGREGATE PRICE PER COST OF
NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARES OF SHARES OF TRUST TRUST TO TRUST (1)(2)
- --------- -------------------------------------- --------- ------------- ------------ ------------ ---------------
36 Staples, Inc. 266 3.72% 2.49% $22.4375 $ 5,968.39
<C> <S> <C> <C> <C> <C> <C>
37 Transatlantic Holdings, Inc. 79 1.10 2.51 76.3750 6,033.63
38 Tyco International Ltd. 110 1.54 2.50 54.6250 6,008.75
39 Vishay Intertechnology, Inc. 285 3.98 2.49 20.9375 5,967.19
40 Wendy's International, Inc. 282 3.94 2.51 21.3750 6,027.75
--------- ---------------
7,154 $ 240,042.95
--------- ---------------
--------- ---------------
</TABLE>
- ------------------------
(1) All Securities are represented entirely by contracts to purchase entered
into on March 13, 1998. Valuation of Securities by the Trustee was made on
the basis of the closing sale price on the applicable exchange or market at
the Evaluation Time on March 13, 1998. The aggregate purchase price to the
Sponsor for the Securities deposited in the Trust is $240,211.06.
(2) The Sponsor had a loss on the Initial Date of Deposit of $168.11.
The Sponsor or affiliates thereof may perform or seek to perform investment
banking services for, and may have acted as an underwriter, manager or
co-manager of a public offering of the securities of, the above issuers during
the last three years. The Sponsor or affiliates may serve as specialists in the
Securities in this Trust on one or more stock exchanges, or markets, may make
markets in or may have a long or short position in or effect transactions in any
of these stocks or in options on any of these stocks, and may be on the opposite
side of public orders executed on the floor of an exchange where the Securities
are listed. An officer, director or employee of the Sponsor or affiliates may be
an officer or director of one or more of the issuers of the Securities in the
Trust. The Sponsor or affiliates may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any of the
Securities or options relating thereto. The Sponsor, its affiliates, directors,
elected officers, employees and employee benefits programs may have either a
long or short position in any Security or option relating thereto.
xv
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
This series of the Dean Witter Select Equity Trust (the "Trust") was created
under the laws of the State of New York pursuant to a Trust Indenture and
Agreement (the "Indenture") and a related Reference Trust Agreement (the
"Agreement") (collectively, the "Indenture and Agreement")*, between Dean Witter
Reynolds Inc. (the "Sponsor") and The Chase Manhattan Bank (the "Trustee"). The
Sponsor is a principal operating subsidiary of Morgan Stanley, Dean Witter,
Discover & Co., a publicly-held corporation. (See: "Sponsor".) The objective of
the Trust is capital appreciation through investment in a fixed portfolio of
Securities (the "Portfolio") of publicly-traded common stock. There is no
assurance that this objective will be met because the Securities may appreciate
or depreciate in value depending on the full range of economic and market
influences affecting corporate profitability, the financial condition of issuers
and the prices of equity securities in general and the Securities in particular.
Income is not an objective of the Trust.
On the date of creation of the Trust (the "Initial Date of Deposit"), the
Sponsor deposited with the Trustee certain securities and contracts and funds
(represented by irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as determined by the Trustee
as of the Initial Date of Deposit and/or cash (or a letter of credit in lieu of
cash) with instructions to the Trustee to purchase such Securities. (See:
"Schedule of Portfolio Securities".) The Trust was created simultaneously with
the deposit of the Securities with the Trustee and the execution of the
Indenture and the Agreement. The Trustee then immediately recorded the Sponsor
as owner of the units (the "Units") comprising the entire ownership of the
Trust.
Through this prospectus (the "Prospectus"), the Sponsor is offering the
Units, including Additional Units, as defined below, for sale to the public. The
holders of Units (the "Unit Holders") will have the right to have their Units
redeemed at a price based on the market value of the Securities (the "Redemption
Value") 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. The Trustee has not participated in the selection of Securities for
the Trust, and neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in any Securities.
With the deposit of the Securities in the Trust on the Initial Date of
Deposit, the Sponsor established a proportionate relationship between the number
of shares of each Security in the Portfolio. (The original proportionate
relationships on the Initial Date of Deposit are set forth in "Schedule of
Portfolio Securities".) The original proportionate relationships are subject to
adjustment under certain limited circumstances. (See: "Administration of the
Trust--Portfolio Supervision".) The Sponsor is permitted under the Indenture and
Agreement to deposit additional Securities, contracts to purchase additional
Securities together with a letter of credit and/or cash (or a letter of credit
in lieu of cash) with instructions to the Trustee to purchase additional
Securities in order to create additional Units ("Additional Units"). Any such
additional deposits made in the 90 day period following the creation of the
Trust will consist of securities identical to those already in the Trust and
will be in amounts which maintain, to the extent practicable, the original
proportionate relationship between the number of shares of each Security and any
cash in the Portfolio. It may not be possible to maintain the exact original
proportionate relationship because of price changes or other reasons.
- ------------------------
* Reference is hereby made to said Indenture and Agreement and any statements
contained herein are qualified in their entirety by the provisions of said
Indenture and Agreement.
<PAGE>
Any cash deposited with instructions to purchase Securities may be held in
an interest bearing account by the Trustee. Any interest earned on such cash
will be the property of the Trust. Any cash deposited with instruction to
purchase Securities not used to purchase Securities and any interest not used to
pay Trust expenses will be distributed to Unit Holders on the earlier of the
first Distribution Date or 90 days after the Initial Date of Deposit. Additional
Units may be continuously offered for sale to the public by means of this
Prospectus. Subsequent to the 90 day period following the Initial Date of
Deposit any deposit of additional Securities and cash must exactly replicate the
portfolio immediately prior to such deposit.
The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. Such acquisitions may tend to raise
the market prices of these Securities. To minimize the risk of price
fluctuations when purchasing Securities, the Trust may purchase Securities at
the closing price as of the Evaluation Time by entering into trades with
unaffiliated broker/dealers for the purchase of large quantities of shares. Such
trades will be entered into at an increased commission cost which will be borne
by the Trust. (See "Summary of Essential Information"). The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities, because the actual volume of Securities to be purchased
and the supply and price of such Securities is not known.
Units will be sold to investors at the Public Offering Price next computed
after receipt of the investor's order to purchase Units, if Units are available
to fill orders on the day that that price is set. If Units are not available or
are insufficient to fill the order, the investor's order will be rejected by the
Sponsor. The number of Units available may be insufficient to meet demand
because of the Sponsor's inability to or decision not to purchase and deposit
underlying Securities in amounts sufficient to maintain the proportionate
numbers of shares of each Security as required to create additional Units. The
Sponsor may, if unable to accept orders on any given day, offer to execute the
order as soon as sufficient Units can be created. An investor who agrees to this
will be deemed to place a new order for that number of Units each day until that
order is accepted. The investor's order will then be executed, when Units are
available, at the Public Offering Price next calculated after such continuing
order is accepted. The investor will, of course, be able to revoke his purchase
offer at any time prior to acceptance by the Sponsor. The Sponsor will execute
orders to purchase in the order it determines that they are received, i.e.,
orders received first will be filled first, except that indications of interest
prior to the effectiveness of the registration of the offering of Trust Units
which become orders upon effectiveness will be accepted according to the order
in which the indications of interest were received.
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". Thereafter, if any Units are redeemed, the
amount of Securities in the Trust will be reduced, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will be
increased. However, if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by amounts allocable to
such Additional Units and the fractional undivided interest in the balance will
be decreased. In connection with the deposit by the Sponsor of cash (or a letter
of credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units, to the extent that the price of a Security
fluctuates between the time the cash is deposited and the time the cash is used
to purchase the Security, Units (including previously issued Units) may
represent more or less of that Security and more or less of other Securities in
the Portfolio of the Trust. 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 and Agreement.
2
<PAGE>
THE TRUST
OBJECTIVE AND SECURITIES SELECTION
The objective of the Trust is capital appreciation through an investment in
a fixed diversified portfolio of Securities chosen in the manner described in
the "Summary of Essential Information" in Part A herein. There is, of course, no
guarantee that the Trust's objective will be achieved. Income is not an
objective. The Trust has an expected life of approximately one year.
The Trust consists of such of the Securities listed under "Schedule of
Portfolio Securities" as may continue to be held from time to time in the Trust
and any additional Securities and/or contributed cash acquired and held by the
Trust pursuant to the provisions of the Indenture together with undistributed
income therefrom and undistributed cash realized from the disposition of
Securities (See: "Administration of the Trust"). Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or defect in any of
the Securities. However, should any contract deposited hereunder fail and no
substitute Security be acquired, the Sponsor shall cause to be refunded the
sales charge relating to such security, plus the portion of the cost of the
failed contract listed under "Schedule of Portfolio Securities".
Because certain Securities from time to time may be sold or their percentage
reduced under certain circumstances described herein, and because additional
Securities are expected to 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
exact composition. (See: "Administration of the Trust--Portfolio Supervision".)
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
various market conditions to improve the Trust's net asset value, and further,
the Trust's Securities may be disposed of only under limited circumstances.
(See: "Administration of the Trust--Portfolio Supervision".)
There is no assurance that any dividends will be declared or paid in the
future on the Securities initially deposited or to be deposited subsequently in
the Trust.
SUMMARY DESCRIPTION OF THE PORTFOLIO
As used herein, the term "Common Stocks" refers to the common stocks (or
contracts to purchase such common stocks) (any such contracts to purchase common
stocks to be accompanied by an irrevocable letter of credit sufficient to
perform such contracts), initially deposited in the Trust and described under
"Schedule of Portfolio Securities". The term "Securities" includes any
additional common stock or contracts to purchase additional common stock
together with the corresponding irrevocable letter of credit, subsequently
acquired by the Trust pursuant to the Indenture and Agreement.
RISK FACTORS--SPECIAL CONSIDERATIONS
An investment in Units of the Trust should be made with an understanding of
the risks which an investment in publicly-traded common stock may entail,
including the risk that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities. The Trust will be
terminated and liquidated no later than the Mandatory Termination Date set forth
in the "Summary of Essential Information".
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor. As Securities are sold to pay
the Deferred Sales Charge a Unit Holder's assets will be reduced and income per
Unit may be reduced.
3
<PAGE>
The value of the underlying Securities, and therefore the value of Units,
will fluctuate, and can decline, depending upon the full range of economic and
market influences which may affect the market value of such Securities. Certain
risks are inherent in an investment in equity securities, including the risk
that the financial condition of one or more of the issuers of the Securities may
worsen or the general condition of the common stock market may weaken. In such
case, the value of the Portfolio Securities and hence the value of Units may
decline.
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Such perceptions are
based upon varying reactions to such factors as expectations regarding domestic
and foreign economic, monetary and fiscal policies, inflation and interest
rates, currency exchange rates, economic expansion or contraction, and global or
regional political, economic or banking crises. The Sponsor cannot predict the
direction or scope of any of these factors. Additionally, equity markets have
been at historically high levels and no assurance can be given that these levels
will continue. THE TRUST HOLDS GROWTH STOCKS THAT MAY BE SUBJECT TO
ABOVE-AVERAGE PRICE VOLATILITY. THEREFORE THERE CAN BE NO ASSURANCE THAT THE
TRUST WILL BE EFFECTIVE IN ACHIEVING ITS OBJECTIVE OVER ITS ONE-YEAR LIFE OR
THAT FUTURE PORTFOLIOS SELECTED USING THE SAME METHODOLOGY AS THE TRUST DURING
CONSECUTIVE ONE-YEAR OR OTHER PERIODS WILL MEET THEIR OBJECTIVES. THE TRUST IS
NOT DESIGNED TO BE A COMPLETE EQUITY INVESTMENT PROGRAM.
There are certain payment risks involved in owning common stocks, including
risks arising from the fact that holders of common and preferred stocks have
rights to receive payments from the issuers of those stocks that are generally
inferior to those of creditors of, or holders of debt obligations issued by,
such issuers. Furthermore, the rights of holders of common stocks are inferior
to the rights of holders of preferred stocks. Holders of common stocks of the
type held in the Portfolio have a right to receive dividends only when, as and
if, and in the amounts, declared by the issuer's board of directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stocks have the right to receive dividends at a fixed rate when and
as declared by the issuer's board of directors, normally on a cumulative basis,
but do not ordinarily participate in other amounts available for distribution by
the issuing corporation. Cumulative preferred stock dividends must be paid
before common stock dividends, and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights on liquidation
which are senior to those of common stocks. For these reasons, preferred stocks
entail less risk than common stocks. However, neither preferred nor common
stocks represent an obligation or liability of the issuer and therefore do not
offer any assurance of income or provide the degree of protection of capital of
debt securities.
The issuance of debt securities (as compared with both preferred and common
stock) and preferred stock (as compared with common stock) will create prior
claims for payment of principal and interest (in the case of debt securities)
and dividends and liquidation preferences (in the case of preferred stock) which
could adversely affect the ability and inclination of the issuer to declare or
pay dividends on its common stock or the rights of holders of common stock with
respect to assets of the issuer upon liquidation or bankruptcy. Further, unlike
debt securities which typically have a stated principal amount payable at
maturity (which value will be subject to market fluctuations prior thereto), or
preferred stocks which typically have a liquidation preference and which may
have stated optional or mandatory redemption provisions, common stocks have
neither a fixed principal amount nor a maturity date and have values which are
subject to market fluctuations for as long as the common stocks remain
outstanding. Additionally, market timing and volume trading will also affect the
underlying value of Securities, including the Sponsor's buying of additional
Securities and the Trust's selling of Securities during the Liquidation Period.
The value of the Securities in the Portfolio thus may be expected to fluctuate
over the entire life of the Trust to values higher or lower than those
prevailing on the Initial Date of Deposit. The Sponsor may direct the Trustee to
dispose of Securities under certain specified circumstances (see "Administration
of the Trust--Portfolio Supervision"). However, Securities will not be disposed
of solely as a result of normal fluctuations in market value.
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Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Trust may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold in connection with redemptions and the
value of the Trust will be adversely affected if trading markets for the
Securities are limited or absent.
Technology Stocks
The Trust is concentrated in stocks of issuers that manufacture
semiconductors, electronic components, software, integrated systems and other
related products. These kinds of companies are rapidly developing and highly
competitive, both domestically and internationally, and tend to be relatively
volatile as compared to other types of investments. Certain of these companies
may be smaller and less seasoned companies with limited product lines, markets
or financial resources and limited management or marketing personnel. These
companies are characterized by a high degree of investment to maintain
competitiveness and are affected by worldwide scientific and technological
developments (and resulting product obsolescence) as well as government
regulation, increase in material or labor costs, changes in distribution
channels and the need to manage inventory levels in line with product demand.
Other risk factors include short product life cycles, aggressive pricing and
reduced profit margins, dramatic and often unpredictable changes in growth
rates, frequent new product introduction, the need to enhance existing products,
intense competition from large established companies and potential competition
from small start up companies. These companies are also dependent to a
substantial degree upon skilled professional and technical personnel and there
is considerable competition for the services of qualified personnel in the
industry.
DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A hereto.
(See: "Summary of Essential Information".) The distributions will be an amount
equal to such Unit Holder's pro rata portion of the amount of dividend income
received by the Trust and proceeds of the sale of Portfolio Securities,
including capital gains, not used for the redemption of Units, if any (less the
Trustee's fees, Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units registered in
"street name" and held by the Sponsor will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever required for
regulatory or tax purposes or if otherwise directed by the Sponsor, the Trustee
may make special distributions on special distribution dates to Unit Holders of
record on special record dates declared by the Trustee.
TAX STATUS OF THE TRUST
In the opinion of Cahill Gordon & Reindel, special counsel for the Sponsor,
under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by 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 in the Trust under the grantor trust rules of Sections 671-678 of
the Internal Revenue Code of 1986, as amended (the "Code"). The total tax
cost of each Unit purchased solely for cash will equal the cost of Units
(including the Initial Sales Charge) plus the amount of organizational
expenses borne by the Unit Holder. A Unit Holder should determine the tax
cost for each asset represented by the Holder's Units purchased solely for
cash by allocating the total cost for such Units (including the Initial
Sales Charge) among the assets in the Trust represented by the Units in
proportion to the relative fair market values thereof on the date the Unit
Holder purchases such Units. The proceeds received by a Unit Holder upon
termination of the Trust or redemption of Units will be
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paid net of the Deferred Sales Charge. The relevant tax reporting forms sent
to Unit Holders will also reflect the actual amounts paid to them, net of
the Deferred Sales Charge. Accordingly, Unit Holders should not increase the
total cost for their Units by the amount of the Deferred Sales Charge.
A Unit Holder will be considered to have received all of the dividends
paid on the Holder's pro rata portion of each Security when such dividends
are received by the Trust including the portion of such dividend used to pay
ongoing expenses and organizational expenses. In the case of a corporate
Unit Holder, such dividends will qualify for the 70% dividends received
deduction for corporations to the same extent as though the dividend paying
stock were held directly by the corporate Unit Holder. An individual Unit
Holder who itemizes deductions will be entitled to an itemized deduction for
the Holder's pro rata share of fees and expenses (other than organizational
expenses added to basis) paid by the Trust as though such fees and expenses
were paid directly by the Unit Holder, but only to the extent that this
amount together with the Unit Holder's other miscellaneous deductions
exceeds 2% of the Holder's adjusted gross income. A corporate Unit Holder
will not be subject to this 2% floor.
Under the position taken by the Internal Revenue Service in Revenue
Ruling 90-7, a distribution by the Trustee to a Unit Holder (or to the
Holder's agent) of such Holder's PRO RATA share of the Securities in kind
upon redemption or termination of the Trust will not be a taxable event to
the Unit Holder. Such Unit Holder's basis for Securities so distributed will
be equal to the Holder's basis for the same Securities (previously
represented by the Holder's Units) prior to such distribution and the
holding period for such Securities will include the period during which the
Unit Holder held the Units. A Unit Holder will have a taxable gain or loss,
which will be a capital gain or loss except in the case of a dealer, when
the Unit Holder disposes of such Securities in a taxable transfer.
Under the income tax laws of the State and City of New York, the Trust
is not an association taxable as a corporation and the income of the Trust
will be treated as the income of the Unit Holders.
In connection with the In-Kind Rollover Option set forth under
"Termination--In-Kind Rollover Option", the receipt in-kind from the
Terminating Trust and the deposit in the New Trust of the Duplicated Stocks
will not be a taxable event to a Unit Holder. The Unit Holder's basis in
such Duplicated Stocks will be the Unit Holder's basis in such Duplicated
Stocks prior to the distribution from the Terminating Trust and the holding
period of such Duplicated Stocks will include the period during which the
Unit Holder held the Units. To the extent securities received in-kind are
sold by the Agent on behalf of the Unit Holder of such securities, a Unit
Holder will have a taxable gain or loss, which will be a capital gain or
loss except in the case of a dealer. The Unit Holder's basis in
non-Duplicated Stocks will equal the purchase price paid by the Agent. The
basis of the Duplicated Stocks and the non-Duplicated Stocks in the New
Trust should be increased by the amount of organizational expenses borne by
the Unit Holder.
If the proceeds received by the Agent or by the Trustee upon the sale of
an underlying Security exceed a Unit Holder's adjusted tax cost allocable to
the Security disposed of, that Unit Holder will realize a taxable gain to
the extent of such excess. Conversely, if the proceeds received by the Agent
or by the Trustee upon the sale of an underlying Security are less than a
Unit Holder's adjusted tax cost allocable to the Security disposed of, that
Unit Holder will realize a loss for tax purposes to the extent of such
difference except that upon reinvestment of proceeds in a New Series in
connection with an exchange or non In-Kind Rollover the Internal Revenue
Service may seek to disallow such loss to the extent that the underlying
securities in each trust are substantially identical and the purchase of
units of the New Series take place less than thirty-one days after the sale
of the underlying Security. Under the Code, capital gain of individuals,
estates and trusts from Securities held for more than 1 year, but not more
than 18 months, is subject to a maximum nominal tax rate of 28% and for
Securities held for more than 18 months the maximum nominal tax rate is 20%.
Such capital gain may, however, result in a disallowance of itemized
deductions and/or affect a personal exemption phase-out. These maximum lower
capital gain rates of either 28% or 20% will
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be unavailable with respect to those Securities which have been held for
less than a year and a day at the time of sale (including sales occasioned
by mandatory or early termination of the Trust or exchange or rollover of
Units). Unit Holders should note that their choice of termination or
rollover option will affect their ability to achieve an 18 month holding
period.
Each Unit Holder should consult his, her or its tax advisor with respect to
the application of the above general information to his, her or its own personal
situation.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. Investors considering participation in any such plan should review
specific tax laws and pending legislation relating thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits and is
funded in whole or in part by contributions from the employer (including
contributions by a self-employed individual, in which case the plan is sometimes
called a Keogh plan). The employer contributions are, within limits, deductible
in determining the taxable income of the contributing employer for Federal
income tax purposes. Income received by the plan is not taxed when received by
it (nor are plan losses deductible), but distributions from the plan are
generally included in ordinary income of the distributee upon receipt. A lump
sum payout of the entire amount held in such a plan can, however, be eligible
for 5 or 10 year averaging.
An individual retirement account (an "IRA") is similar to a qualified
retirement plan but contributions to an IRA up to $2,000 per year are generally
made by an individual from earned income, rather than by an employer.
(Additional contributions of up to $2,000 may also be made to an IRA of an
individual's spouse provided that the combined income of the individual and his
or her spouse is sufficient.) An individual is permitted to contribute to an IRA
even though he or she is also covered by a qualified retirement plan; but, in
the case of higher-income individuals who are active participants in a qualified
retirement plan, IRA contributions are neither currently deductible nor taxed
when paid out by the IRA (although income earned in the IRA is taxed as ordinary
income when distributed). The IRA beneficiary must not have attained age 70 1/2
by the close of the taxable year for which an IRA contribution is made; and 5
and 10 year averaging is not allowable for IRA distributions. Small employers
can establish so-called SIMPLE IRA plans allowing annual pre-tax contributions
by an employee to an IRA of up to $6,000 (subject to cost-of-living adjustments)
and requiring a minimum level of employer contributions. Two new types of IRAs
have been created by recent legislation effective beginning in 1998: Roth IRAs
and education IRAs. Contributions to Roth IRAs and education IRAs are not
deductible, but distributions of the income of the IRA can be received tax-free
if the applicable requirements are met (however, such income would be taxed upon
distribution if such requirements are not met). Distributions from a Roth IRA
are tax-free if made after satisfaction of a 5-year holding period and (i) on or
after attainment of age 59 1/2, (ii) upon death or disability, or (iii) to buy
or construct a first home as a principal residence for the individual, his
spouse or any child, grandchild or ancestor (up to $10,000). Distributions from
an education IRA are tax-free to the extent not in excess of the beneficiary's
qualified higher education expenses for the applicable year. (Distributions of
the non-deductible contributions themselves would in any event not be taxed.)
Contributions to Roth IRAs are limited to $2,000 per year (reduced by
contributions to other IRAs); contributions to education IRAs are limited to
$500 per year for each beneficiary under age 18. Higher-income individuals
cannot establish Roth IRAs or education IRAs.
Distributions from qualified retirement plans must begin in minimum amounts
no later than the April 1 following the calendar year in which the employee
attains age 70 1/2 (or in the case of a person other than a 5% owner, April 1
following the calendar year in which the employee retires, if later) or within 5
years after his or her prior death if death occurs before distributions begin
(with later distribution allowed for a surviving spouse and with lifetime
annuity-type payouts to any beneficiary permitted). Minimum required
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distributions from IRAs (other than Roth IRAs and education IRAs) are governed
by similar rules (except that minimum distributions to the individual for whom
the IRA is maintained must in all cases begin no later than the April 1
following the calendar year in which the individual attains age 70 1/2). Roth
IRAs are not required to commence distributions upon the individual's attainment
of age 70 1/2 but are subject to the foregoing post-death minimum distribution
requirements upon the individual's death. Education IRAs are required to
distribute the account balance within 30 days of the death of the designated
beneficiary to the beneficiary's estate.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from the Sponsor, as well as from other brokerage firms, other
financial institutions and others. Fees and charges with respect to such plans
and IRAs are not uniform and may vary from time to time as well as from
institution to institution.
Distributions received from a qualified retirement plan or IRA (other than
an education IRA) before the employee attains age 59 1/2 are subject to a 10%
additional tax on the amount includible in income unless the distribution is (i)
made on or after the employee's death, (ii) attributable to his being disabled,
(iii) in the nature of a life annuity, (iv) made to the employee after
separation from service after attainment of age 55, (v) made from an IRA after
1997 to pay certain qualified higher education expenses for the individual, his
spouse or any child or grandchild, (vi) made from an IRA after 1997 to buy or
construct a first home as a principal residence for the individual, his spouse
or any child, grandchild or ancestor (up to $10,000), or (vii) made for other
reasons specified in the law. Distributions from an education IRA in excess of
qualified higher education expenses are subject to a 10% additional tax on the
amount includible in income, unless the distribution is (i) made on or after the
death of the designated beneficiary, (ii) attributable to the designated
beneficiary's being disabled, or (iii) made on account of a scholarship or
certain other educational assistance allowances. Qualifying distributions from a
qualified retirement plan or from an IRA may, however, be rolled over or
transferred to another qualified retirement plan or IRA under specified
circumstances.
The foregoing information is of a general nature, does not purport to be
complete and relates only to the Federal income tax rules applicable to
qualified retirement plans and IRAs. State and local tax rules and foreign tax
regimes may treat qualified retirement plans and IRAs differently. Anyone
contemplating establishing a qualified retirement plan or IRA or investing funds
of such a plan or IRA in Trust units should consult his, her or its tax advisor
with respect to the tax consequences of any such action and the application of
the foregoing general tax information to his, her or its particular situation.
PUBLIC OFFERING OF UNITS
PUBLIC OFFERING PRICE
The Public Offering Price of the Units is calculated on each business day
and is computed by adding to the aggregate market value of the Portfolio
Securities (as determined by the Trustee) next computed after receipt of a
purchase order, divided by the number of Units outstanding, the sales charge
shown in "Summary of Essential Information". Commissions and any other
transactional costs, if any, incurred by the Sponsor in connection with the
deposit of additional Securities or contracts to purchase additional Securities
for the creation of Additional Units will be added to the Public Offering Price.
After the Initial Date of Deposit, a proportionate share of amounts in the
Income Account and Principal Account and amounts receivable in respect of stocks
trading ex-dividend (other than money required to be distributed to Unit Holders
on a Distribution Date and money required to redeem tendered Units) is added to
the Public Offering Price. In the event a stock is trading ex-dividend at the
time of deposit of additional Securities, an amount equal to the dividend that
would be received if such stock were to receive a dividend will be added to the
Public Offering Price. The Public Offering Price per Unit is calculated to five
decimal places and rounded up or down to three decimal places. The Public
Offering Price on any particular date will vary from the Public Offering Price
on the Initial Date of Deposit (set forth in the "Summary of Essential
Information") in accordance with fluctuations in the aggregate market value of
the Securities, the amount of available cash on hand in the Trust and the amount
of certain accrued fees and expenses.
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As more fully described in the Indenture, the aggregate market value of the
Securities is determined by the Trustee based on closing prices on the day the
valuation is made as described under "Redemption--Computation of Redemption
Price" or, if there are no such reported prices, by taking into account the same
factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected subsequent to the last
preceding determination.
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge. The Initial Sales
Charge paid by a Unit Holder may be more or less than the Initial Sales Charge
on the Initial Date of Deposit because of the fluctuation of the value of the
Securities from that on the Initial Date of Deposit. The Deferred Sales Charge
will initially be $20.00 per 100 Units but will be reduced each month by one
tenth; the Deferred Sales Charge will be paid through monthly payments of $2.00
per 100 Units per month commencing on the first Deferred Sales Charge Payment
Date as shown on the Summary of Essential Information through the sale of
Securities on each such date or distribution of cash available for such payment.
To the extent the entire Deferred Sales Charge has not been so paid at the time
of repurchase, redemption or exchange of the Units, any unpaid amount will be
deducted from the proceeds or in calculating an in kind distribution. For
purchases of Units with a value of $25,000 or more, the Initial Sales Charge is
reduced on a graduated basis as shown below under "Volume Discount". Units
purchased pursuant to the Reinvestment Program are subject only to any remaining
Deferred Sales Charge payments (see "Reinvestment Program"). Unit Holders
investing the proceeds of distribution from a previous terminating Series of
Dean Witter Select Equity Trust, upon purchase of Units of the Trust, will be
subject only to the Deferred Sales Charge on such Units. Unit Holders acquiring
Units of the Trust pursuant to an exchange of units of a different unit
investment trust will not be charged an initial sales charge at the time of the
exchange but such Units acquired will be subject to the Deferred Sales Charge.
PUBLIC DISTRIBUTION
Units issued on the Initial Date of Deposit and Additional Units issued in
respect of additional deposits of Securities will be distributed to the public
by the Sponsor and through dealers at the Public Offering Price determined as
provided above. 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 determined as provided above.
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. Sales to dealers during the initial
offering period will be made at prices which reflect a concession of 65% of the
applicable sales charge, subject to change from time to time. In addition, 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 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. The Sponsor reserves the right to reject, in
whole or in part, any order for the purchase of Units.
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 Equity Trust and to continuously offer to repurchase Units
from Unit Holders at the Sponsor's Repurchase Price. The Sponsor's Repurchase
Price is computed by adding to the aggregate value of the Securities in the
Trust, any cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend (other than money required to redeem
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tendered Units and cash deposited by the Sponsor to purchase Securities or cash
held in the Reserve Account) and deducting therefrom expenses of the Trust,
Sponsor, counsel and taxes, if any, any remaining unpaid portion of the Deferred
Sales Charge and cash held for distribution to Unit Holders of record as of a
date on or prior to the evaluation; and then dividing the resulting sum by the
number of Units outstanding, as of the date of such computation. In addition,
after the initial offering period, the Sponsor's Repurchase Price will be
reduced to reflect the estimated costs of liquidating the Securities to meet
redemption requests. There is no sales charge incurred when a Unit Holder sells
Units back to the Sponsor other than the payment of the unpaid portion of the
Deferred Sales Charge. 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. 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".
Alternatively, Unit Holders may redeem their Units through the Trustee.
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 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 on the Initial Date of Deposit see: "Schedule of Portfolio
Securities"). The Sponsor may realize a similar profit (or loss) in connection
with each additional deposit of Securities. In addition, the Sponsor may have
acted as broker in transactions relating to the purchase of Securities for
deposit in the Trust. During the initial public offering period the Sponsor may
realize additional profit (or sustain a loss) due to daily fluctuations in the
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
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 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, 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.
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The sales charge of 2.90% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000 during the Initial Offering Period. The sales charge in the secondary
market, which will be reduced pursuant to the following graduated scale,
consists of an Initial Sales Charge and the remaining portions of the Deferred
Sales Charge. The following scale assumes a public offering price of $1,000.00
per 100 units:
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------------
PERCENT OF ADDITIONAL SECOND
PERCENT OF THE AMOUNT INVESTED YEAR DEFERRED SALES
PUBLIC OFFERING PRICE IN SECURITIES CHARGE PER 100 UNITS
---------------------- --------------------- ----------------------
<S> <C> <C> <C>
Less than $25,000....................... 2.90% 2.926% $10.00
$25,000 to $49,999...................... 2.75 2.775 10.00
$50,000 to $99,999...................... 2.50 2.523 10.00
$100,000 to $249,999.................... 2.25 2.270 10.00
$250,000 to $999,999.................... 2.00 2.00 10.00
$1,000,000 or more...................... 1.00 1.00 10.00
</TABLE>
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation (other than a dealer), in the amounts stated herein. For
purchases of $250,000.00 or more, the sales charge consists solely of a deferred
sales charge of $20.00 per 100 units for a purchase of $250,000.00 to
$999,999.99 and adjusted to total $10.00 per 100 units for a purchase of
$1,000,000.00 or more.
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age 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.
The dealer concession will be 65% of the sales charge per Unit.
REDEMPTION
RIGHT OF REDEMPTION
One or more Units may be redeemed at the Redemption Price upon delivery of a
request for redemption to the Trustee at its unit investment trust office in the
City of New York, in form satisfactory to the Trustee. A Unit Holder may tender
its Units for redemption at any time after the settlement date for purchase. The
Redemption Price per Unit is calculated as set forth under "Computation of
Redemption Price". There is no sales charge incurred when a Unit Holder tenders
its Units to the Trustee for redemption other than the payment of any Deferred
Sales Charge then due.
On the third business day following the tender to the Trustee of Units to be
redeemed the Unit Holder will be entitled to receive monies per Unit equal to
the Redemption Price per Unit as determined by the Trustee as of the Evaluation
Time on the date of tender.
The "date of tender" is deemed to be the date on which Units are received by
the Trustee, except that as regards Units received after the Evaluation Time,
the date of tender is the next day on which the New York Stock 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.
During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following such presentation.
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In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (a) or (b)
below.
(a) Units will be redeemed by the Trustee solely in cash for any one Unit
Holder tendering less than 25,000 Units. With respect to redemption requests
regarding at least 25,000 Units, the Sponsor may determine, in its discretion,
to direct the Trustee to redeem Units "in kind" by distributing Portfolio
Securities to the redeeming Unit Holder. The Sponsor may direct the Trustee to
redeem Units "in kind" even if it is then maintaining a secondary market in
Units of the Trust. Unit Holders redeeming "in kind" will receive an amount and
value of Trust Securities per Unit equal to the Redemption Price Per Unit as
determined as of the Evaluation Time next following the tender as set forth
herein under "Computation of Redemption Price" below. The distribution "in kind"
for redemption of Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the tendering Unit Holder.
The tendering Unit Holder will be entitled to receive whole shares of each of
the underlying Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal Accounts and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. The Trustee, in connection with implementing
the redemption "in kind," procedures outlined above, may make any adjustments
necessary to reflect differences between the Redemption Price of Units and the
value of the Securities distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover the required cash
distribution to the tendering Unit Holder, the Trustee is empowered to sell
Securities in the Trust Portfolio in the manner discussed below. A Unit Holder
receiving redemption distributions of Securities "in kind" may incur brokerage
costs and odd-lot charges in converting Securities so received into cash. The
Trustee will assess transfer charges to Unit Holders taking Securities "in kind"
according to its usual practice.
The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. The
Trustee is authorized by the Agreement to sell Securities in order to provide
funds for redemption. To the extent Securities are sold, the size of the Trust
will be reduced. 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. The Redemption Price received by a tendering Unit Holder may be more
or less than the purchase price originally paid by such Unit Holder, depending
on the value of the Securities in the Portfolio at the time of redemption.
Moreover, due to the minimum lot size 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 on the next following Record Date.
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
(b) The Trustee will redeem Units in kind by an in kind distribution to The
Chase Manhattan Bank as the Distribution Agent. A Unit Holder will be able to
receive in kind an amount per Unit equal to the Redemption Price per Unit as
determined as of the day of tender. In kind distributions (the "In Kind
Distribution") to Unit Holders will take the form of whole shares of Securities.
Cash will be distributed by the Distribution Agent in lieu of fractional shares.
The whole shares, fractional shares and cash distributed to the Distribution
Agent will aggregate an amount equal to the Redemption Price per Unit.
Distributions in kind on redemption of Units shall be held by the
Distribution Agent, whom each Unit Holder shall be deemed to have designated as
his agent upon purchase of a Unit, for the account, and for disposition in
accordance with the instructions of, the tendering Unit Holder as follows:
(i) The Distribution Agent shall sell the In Kind Distribution as of the
close of business on the date of tender or as soon thereafter as possible and
remit to the Unit Holder not later than seven calendar days thereafter the net
proceeds of sale, after
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deducting brokerage commissions and transfer taxes, if any, on the sale unless
the tendering Unit Holder requests a distribution of the Securities as set forth
in paragraph (ii) below. The Distribution Agent may sell the Securities through
the Sponsor, and the Sponsor may charge brokerage commissions on those sales.
(ii) If the tendering Unit Holder requests distribution in kind and tenders
in excess of 25,000 Units, the Distribution Agent shall sell any portion of the
In Kind Distribution represented by fractional interests in shares in accordance
with the foregoing and distribute the net cash proceeds plus any other
distributable cash to the tendering Unit Holder together with certificates or
book-
entry credit to the account of the Unit Holder at the Sponsor representing whole
shares of each of the Securities comprising the In Kind Distribution.
The 25,000 Unit threshold will not apply to redemptions in kind in
connection with a rollover or on an In-Kind Distribution Date in connection with
the termination of the Trust.
The portion of the Redemption Price which represents the Unit Holder's
interest in the Income Account shall be withdrawn from the Income Account to the
extent available. The balance paid on any redemption, including dividends
receivable on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for such purpose. To
the extent Securities are distributed in kind to the Distribution Agent, the
size of the Trust will be reduced. Sales by the Distribution Agent may be
required at a time when Securities would not otherwise be sold and might result
in lower prices than might otherwise be realized. The Redemption Price received
by a tendering Unit Holder may be more or less than the purchase price
originally paid by such Unit Holder, depending on the value of the Securities in
the Portfolio at the time of redemption.
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above (a) semiannually, on the last
Business Day of each of the months of June and December, (b) on the day on which
any Unit of the Trust is tendered for redemption (unless tender is made after
the Evaluation Time on such day, in which case Tender shall be deemed to have
been made on the next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day desired by the
Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as determined by the
Trustee;
b. Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust;
(2) and then, by deducting from the resulting figure: amounts representing
any applicable taxes or governmental charges payable by the Trust for the
purpose of making an addition to the reserve account (as defined in the
Agreement, the "Reserve Account"), amounts representing estimated accrued fees
and expenses of the Trust (including legal and auditing expenses), amounts
representing unpaid fees of the Trustee, the Sponsor and counsel, any remaining
unpaid portion of the Deferred Sales Charge and monies held to redeem tendered
Units and for distribution to Unit Holders of record as of the Business Day
prior to the Evaluation being made on the days or dates set forth above and
then;
(3) by dividing the result of the above computation by the total number of
Units outstanding on the date of such Evaluation. The resulting figure equals
the Redemption Price for each Unit.
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In addition, after the initial offering period, the Redemption Price will be
reduced to reflect estimated costs of liquidating the Securities to meet the
redemption.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: If the Securities are listed on one or more
national securities exchanges, such valuation shall be based on the closing
price on such exchange which is the principal market thereof and which shall be
deemed to be the New York Stock Exchange if the Securities are listed thereon
(unless the Trustee deems such price inappropriate as a basis for valuation). If
the Securities are not so listed, or, if so listed and the principal market
therefor is other than such exchange or there is no closing price on such
exchange, such valuation shall be based on the closing price in the
over-the-counter market (unless the Trustee deems such price inappropriate as a
basis for valuation) or if there is no such closing price, by any of the
following methods which the Trustee deems appropriate: (i) on the basis of
current bid prices of such Securities as obtained from investment dealers or
brokers (including the Depositor) who customarily deal in securities comparable
to those held by the Trust, or (ii) if bid prices are not available for any of
such Securities, on the basis of bid prices for comparable securities, or (iii)
by appraisal of the value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (iv) by any combination of the
above.
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 (i) for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday closings, or (ii) for
any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is restricted or
an emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) 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.
EXCHANGE OPTION
Unit Holders of any Dean Witter Select Trust or any holders of units of any
other unit investment trust (collectively, "Holders") may elect to exchange any
or all of their units for units of one or more of any series of the Dean Witter
Select Equity Trust or for units of any other Dean Witter Select Trusts, that
may from time to time be made available for such exchange by the Sponsor (the
"Exchange Trusts"). Such an exchange is implemented by a sale of Units and a
purchase of the units of an Exchange Trust. Such units may be acquired at prices
based on reduced sales charges per unit. The purpose of such reduced sales
charge is to permit the Sponsor to pass on to the Holder who wishes to exchange
units the cost savings resulting from such exchange. The cost savings result
from reductions in time and expense related to advice, financial planning and
operational expense required for the Exchange Option. The following Exchange
Trusts are currently available: the Dean Witter Select Municipal Trust, the Dean
Witter Select Government Trust, the Dean Witter Select Equity Trust, the Dean
Witter Select Investment Trust and the Dean Witter Select Corporate Trust.
Each Exchange Trust has different investment objectives: a Holder should
read the Prospectus for the applicable Exchange Trust carefully to determine the
investment objective prior to exercise of this option.
This option will be available provided the Sponsor maintains a secondary
market in units of the applicable Exchange Trust and provided that units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it is the Sponsor's
present intention to maintain a secondary market for the units of Exchange
Trusts, there is no obligation on its part to do so. Therefore, there is no
assurance that a market for units will in fact exist on any given date in which
a Holder wishes to sell or exchange Units; thus, there is no assurance that the
Exchange Option will be available to any Unit
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Holder. The Sponsor reserves the right to modify, suspend or terminate this
option. Sixty days notice will be given prior to the date
of the termination of or a material amendment to the Exchange Option except that
no notice need be given in certain circumstances approved by the Securities and
Exchange Commission. In the event the Exchange Option is not available to a Unit
Holder at the time such Unit Holder wishes to exercise such option, the Unit
Holder will be immediately notified and no action will be taken with respect to
such tendered Units without further instruction from the Unit Holder.
Exchanges will be affected in whole units only. Any excess proceeds from the
surrender of a Unit Holder's Units will be returned. Alternatively, Unit Holders
will be permitted to make up any difference between the amount representing the
Units being submitted for exchange and the amount representing the units being
acquired up to the next highest number of whole units.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code, i.e., a Holder will recognize a gain or loss at
the time of exchange, except that, upon an exchange of Units for units of any
series of the Exchange Trusts which are grantor trusts for U.S. federal income
tax purposes the Internal Revenue Service may seek to disallow any loss incurred
upon such exchange to the extent that the underlying securities in each Trust
are substantially identical and the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. In order to
avoid the potential disallowance of losses for tax purposes, a Unit Holder may
notify the Sponsor that the Unit Holder desires to purchase units of the
Exchange Trust on the thirty-first day after the day of the sale of the Units
exchanged. The proceeds of the Units surrendered will be deposited in the Unit
Holder's brokerage account at the Sponsor and may be withdrawn at any time. Cash
from the account will be utilized to purchase units of the Exchange Trust on the
thirty-first day after the day of sale of the Units exchanged in accordance with
the procedures set forth above. A Unit Holder may revoke the order to purchase
at any time prior to the purchase on the thirty-first day by calling his
financial advisor. Units will be purchased at a price based upon the net asset
value per unit plus the applicable sales charge of 2.0%. However, there can be
no assurance that a market for units will exist on such date or that units will
be available for purchase on such date. If units are unavailable, the Sponsor
may acquire units in the secondary market or create units as soon as possible
thereafter, which units will be sold by the Sponsor based on the net asset value
on the date of purchase of the units plus the applicable sales charge of 2.0%.
The order does not create a contract or option to acquire units. If units are
not held in the Sponsor's inventory on the 31st day or if the Sponsor does not
create additional units or is unable to acquire units in the secondary market,
units of the Exchange Trust will not be purchased and the cash will remain in
the Unit Holder's account. A Unit Holder who exchanges Units of one Trust for
units of another Trust should consult his or her tax advisor regarding the
extent to which such exchange results in the recognition of a loss for Federal
and/or state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor of
the desire to acquire units of one or more of the Exchange Trusts. Upon the
exchange of Units of the Trust, any Deferred Sales Charge balance will be
deducted from the exchange proceeds. If units of the applicable outstanding
series of the Exchange Trust are at that time available for sale, the Unit
Holder may select the series or group of series for which the Units are to be
exchanged. The Unit Holder will be provided with a current prospectus or
prospectuses relating to each series in which interest is indicated.
The exchange transaction will operate in a manner essentially identical to
any secondary market transaction, i.e., Units will be repurchased at a price
based upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. Units of the Exchange Trust will be sold to the Unit Holder at a
price equal to the net asset value based on the offering or bid side evaluation
(as applicable) per unit of the securities in the Exchange Trust's Portfolio,
plus accrued interest, if any, and the applicable sales charge of 2.0% of the
Public Offering Price per Unit. If the Exchange Trust is a series of Dean Witter
Select Equity Trust the applicable sales charge on such Trust will be the
Deferred Sales Charge of such Trust which may be more or less than 2.0% of the
Public Offering Price.
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REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their Units
automatically reinvested in additional Units of the Trust subject only to any
remaining portions of the Deferred Sales Charge. (Reinvestment Units are not
subject to the Initial Sales Charge.) The Unit Holder may participate in the
Trust's reinvestment program (the "Program") by filing with the Trustee a
written notice of election. The Unit Holder's completed notice of election to
participate in the Program must be received by the Trustee at least ten days
prior to the Record Date applicable to any distribution in order for the Program
to be in effect as to such distribution. Elections may be modified or revoked on
similar notice.
Such distributions, to the extent reinvested in the Trust, will be used by
the Trustee at the direction of the Sponsor in one or both of the following
manners. (i) The distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The purchase price
payable by the Trustee for each of such Units will be equal to the applicable
Trust evaluation per Unit on (or as soon as possible after) the close of
business on the Distribution Date. The Units so purchased by the Trustee will be
issued or credited to the accounts of Unit Holders participating in the Program.
(ii) If there are no Units in the Sponsor's inventory, the Sponsor may purchase
additional Securities for deposit into the Trust (as described in "Prospectus
Part B--Introduction.") The additional Securities with any necessary cash will
be deposited by the Sponsor with the Trustee in exchange for new Units. The
distributions may then be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable Trust evaluation
per Unit on (or as soon as possible after) the close of business on the
Distribution Date. (See "Public Offering of Units--Public Offering Price.") The
Units so purchased by the Trustee will be issued or credited to the accounts of
Unit Holders participating in the Program. The Sponsor may terminate the Program
if it does not have sufficient Units in its inventory or it is no longer deemed
practical to create additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee will distribute such cash to
Unit Holders. The cost of administering the reinvestment program will be borne
by the Trust and thus will be borne indirectly by all Unit Holders.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement and vested with all right, title and interest in the
Trust created therein. A Unit Holder may at any time tender its Units to the
Trustee for redemption.
Unit Holders are required to hold their Units in uncertificated form. The
Trustee will credit a Unit Holder's account with the number of Units held by the
Unit Holder. Units are transferable only on the records of the Trustee upon
presentation of evidence satisfactory to the Trustee for each transfer and any
sums payable for taxes or other governmental charges imposed upon these
transactions and compliance with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust nor 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.
No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment and termination of the Trust. (See: "Administration
of the Trust--Amendment" and "Administration of the Trust--Termination".) Unit
Holders shall have
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no right to control the operation or administration of the Trust in any manner,
except upon the vote of 51% of the Units outstanding at any time for purposes of
amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement; however, no Unit Holder shall ever be under any
liability to any third party for any action taken by the Trustee or Sponsor.
Unit Holders will be unable to dispose of any of the Securities in the
Portfolio, as such, and will not be able to vote the Securities. The Trustee, as
holder of the Securities, will have the right to vote all of the voting
Securities held in the Trust, and will vote such Securities in accordance with
the instructions of the Sponsor, if given, otherwise the Trustee shall vote as
it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
EXPENSES
The estimated annual Trust expenses are listed in Part A--Summary of
Essential Information; if actual expenses exceed the estimated amounts such
excess will be borne by the Trust.
All or a portion of the organizational expenses and charges incurred in
connection with the establishment of the Trust including the cost of the
preparation, printing and execution of the 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 and legal and auditing
expenses will be paid by the Trust and amortized over the life of the Trust.
Historically, the costs of establishing unit investment trusts have been borne
by a trust's sponsor. Advertising and selling expenses will be paid by the
Sponsor at no cost to the Trust.
FEES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee as set forth in "Summary of Essential Information" may exceed the
actual costs of providing portfolio supervisory services for this Trust, but at
no time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Dean Witter Select Equity Trust in any
calendar year exceed the aggregate cost to it of supplying such services in such
year.
Under the Indenture and Agreement for its services as Trustee and evaluator,
the Trustee receives the fee set forth in "Summary of Essential Information".
Certain regular expenses of the Trust, including certain mailing and printing
expenses, are borne by the Trust. The Trust will bear the fees paid to the
Portfolio Consultant.
The Sponsor's fee, the Trustee's fees and the Trust expenses accrue daily
but are paid quarterly from the Income 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 proportion to increases under
the classification "All Services Less Rent" in the Consumer Price Index
published by the United States Department of Labor or, if no longer published, a
similar index. The Trustee, pursuant to normal banking procedures, also receives
benefits to the extent that it holds funds on deposit in various non-interest
bearing accounts created under the Indenture and Agreement.
OTHER CHARGES
The following additional charges are or may be incurred by the Trust as more
fully described in the Indenture and Agreement: (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 negligence, bad faith, wilful
malfeasance or wilful misconduct on its part or
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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 Agreement without gross negligence, bad faith, wilful
malfeasance or wilful misconduct or reckless disregard of its obligations and
duties, (g) expenditures incurred in contacting Unit Holders upon termination of
the Trust, and (h) brokerage commissions or charges incurred in connection with
the purchase or sale of Securities.
PAYMENT
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. Dividends
on the Securities are expected to be sufficient to pay the estimated expenses of
the Trust. If the balances in the Income and Principal Account 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 may
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 lot size 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 4 New York Plaza, New York, New York
10004. These records and accounts 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 an executed copy of the
Indenture and Agreement together with a current list of the Securities then 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
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account, as of the date on which the Trust
is entitled to receive such dividends. Other receipts, including return of
investment and gain and amounts received upon the sale, pursuant to the
Indenture and Agreement, of rights to purchase other Securities distributed in
respect of the Securities in the Portfolio, are credited to a Principal Account.
Any distribution for each Unit Holder as of a Record Date will be made on the
next following Distribution Date or shortly thereafter and shall consist of an
amount approximately equal to the dividend income per Unit, after deducting
estimated expenses, if any, plus such Holder's pro rata share of the
distributable cash balance of the Principal Account. Proceeds received from the
disposition of any of the Securities which are not used for redemption of Units
will be held in the Principal Account to be distributed on the Distribution Date
following receipt of such proceeds. No distribution need be made from the
Principal Account if the balance therein is less than $1.00 per 100 Units
outstanding. A Reserve Account may be created by the Trustee by withdrawing from
the Income or Principal Accounts, from time to time, such amounts as it deems
requisite to establish a reserve for any taxes or other governmental charges
that may be payable out of the Trust. Funds held by the Trustee in the various
accounts created under the Indenture are non-interest bearing to Unit Holders.
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor.
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The Trustee will follow a policy that it will place securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
the most favorable prices and executions of orders. Transactions in securities
held in the Trust are generally made in brokerage transactions (as distinguished
from principal transactions) and the Sponsor may act as broker therein and
receive commissions thereon if the Trustee expects thereby to obtain favorable
prices and execution. The furnishing of statistical and research information to
the Trustee by any of the securities dealers through which transactions are
executed will not be considered in placing securities transactions.
PORTFOLIO SUPERVISION
The original proportionate relationship between the number of shares of each
Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event. If the Trust receives the securities of
another issuer as the result of a merger or reorganization of, or a spin-off,
split-off or split-up by the issuer of a Security included in the original
portfolio, the Trust may hold those securities as if they were one of the
Securities initially deposited and adjust the proportionate relationship
accordingly for all future subsequent deposits. The Portfolio of the Trust is
not "managed" by the Sponsor or the Trustee; their activities described below
are governed solely by the provisions of the Indenture and Agreement. The
Sponsor may direct the Trustee to dispose of Securities upon failure of the
issuer of a Security in the Trust to declare or pay anticipated cash dividends,
institution of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future declaration or
payment of dividends, or the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the retention of such Securities in the
Trust detrimental to the interests of the Unit Holders. The Sponsor will direct
the Trustee to sell Securities to pay portions of the Deferred Sales Charge.
Except as otherwise discussed herein, the acquisition of any Securities for the
Trust other than those initially deposited and deposited in order to create
additional Units, is prohibited. The Sponsor is authorized under the Indenture
to 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 Sponsor 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.
During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to recommend
the disposition of Securities. Such determination may be based on analysis
performed by the Portfolio Consultant who will be compensated by the Trust for
providing such service. In addition, the Sponsor shall undertake to perform such
other reviews and procedures as it may deem necessary in order for it to give
the consents and directions, including directions as to voting on the underlying
Securities, required by the Indenture and Agreement. For the administrative
services performed in making such recommendations and giving such consents and
directions, and in making the reviews called for in connection therewith the
Sponsor shall receive the portfolio supervisory fee referred to under "Summary
of Essential Information".
VOTING OF THE PORTFOLIO SECURITIES
Pursuant to the Indenture and Agreement, voting rights with respect to the
Portfolio Securities and Replacement Securities, if any, will be exercised by
the Trustee in accordance with the Indenture or the directions given by the
Sponsor.
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REPORTS TO UNIT HOLDERS
With each distribution, the Trustee will furnish to Unit Holders a statement
of the amount of income and other receipts distributed, including the proceeds
of the sale of the Securities (including the sale of any Securities to pay
portions of the Deferred Sales Charge), expressed in each case as a dollar
amount per Unit.
Within a reasonable period of time after the last Business Day in each
calendar year, but not 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:
1. As to the Income and Principal Account:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other governmental
charges, if any, and fees and expenses of the Sponsor, the Trustee and
counsel;
(d) the deductions of portions of the Deferred Sales Charge;
(e) the amounts distributed from the Income Account;
(f) any other amount credited or deducted from the Income Account;
and
(g) the net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business day of such
calendar year;
(b) the number of Units outstanding as of the last business day of
such calendar year;
(c) the Unit Value (as defined in the Agreement) based on the last
Evaluation made during such calendar year; and
(d) the amounts actually distributed during such calendar year from
the Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on the
Record Dates for such distributions.
AMENDMENT
The Indenture and Agreement may be amended from time to time by the Trustee
and the Sponsor or their respective successors, without the consent of any of
the Unit Holders (a) to cure any ambiguity or to correct or supplement any
provision contained therein which may be defective or inconsistent with any
other provision contained therein; (b) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency exercising similar authority; or (c) to make such other provision in
regard to matters or questions arising thereunder as shall not adversely affect
the interest of the Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or the performance of
any of the provisions of this Indenture and Agreement may be waived) with the
expressed written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the rights of the Unit
Holders; provided, further however, that the Indenture and Agreement may not be
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amended (nor may any provision thereof be waived) so as to (1) increase the
number of Units issuable in respect of the Trust above the aggregate number
specified in Part II of the Agreement or such lesser amount as may be
outstanding at any time during the term of the Indenture except as the result of
the deposit of Additional Securities, as therein provided, or reduce the
relative interest in the Trust of any Unit Holder without his consent, (2)
permit the deposit or acquisition thereunder of securities or other property
either in addition to or in substitution for any of the Securities except in the
manner permitted by the Trust Indenture as in effect on the date of the first
deposit of Securities or permit the Trustee to engage in business or investment
activities not specifically authorized in the Indenture and Agreement as
originally adopted or (3) adversely affect the characterization of the Trust as
a grantor trust for federal income tax purposes.
TERMINATION
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" and terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than forty percent (40%)
of the value of the Securities deposited in the Trust on the Initial Date of
Deposit and thereafter, the Trustee will, if directed by the Sponsor in writing,
terminate the Trust. The Trust may also be terminated at any time by the written
consent of Unit Holders owning 51% or more of the Units then outstanding. Unit
Holders will receive their final distributions (that is, their pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses) according to their Election Instructions. The
Election Instructions will provide for the following distribution options: (1)
cash distributions; (2) distributions "in kind"; or (3) investment of the
distributions attributable to the Unit Holder in units of a subsequent series of
the Dean Witter Select Equity Trust as designated by the Sponsor (the "New
Series") if such New Series is offered at such time (the "Rollover Option").
Unit Holders who do not tender properly completed Election Instructions to the
Trustee will be deemed to have elected a cash distribution.
CASH OR "IN KIND" DISTRIBUTIONS. Unit Holders holding Units at termination
will receive distributions in respect of their Units in cash, unless they
indicate to the Trustee that they wish to receive termination distributions "in
kind", by returning to the Trustee properly completed Election Instructions
distributed by the Trustee to such Unit Holders of record 45 days prior to the
Termination Date. No minimum number of Units are needed to elect an in kind
distribution. The Trustee will duly honor such election instructions received on
or before the In Kind Distribution Date. Such Unit Holder will be entitled to
receive whole shares of each of the underlying Portfolio Securities and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. A Unit Holder receiving distributions of
Securities "in kind" may incur brokerage and odd-lot costs in converting
Securities so received into cash. The Trustee will transfer the Securities to be
delivered in kind to the account of, and for disposition in accordance with the
instructions of, the Unit Holder.
NON IN-KIND ROLLOVER OPTION. A Unit Holder may elect to invest the
distributions attributable to the Unit Holder in units of a New Series subject
only to the deferred sales charge of the New Series. It is expected that the
terms of the New Series will be substantially the same as the terms of the Trust
described in this Prospectus, and that similar options to invest in a subsequent
series of the Trust will be exercisable as respects termination distributions
from each New Series of the Trust approximately one year after that New Series'
creation. The availability of this option does not constitute a solicitation of
an offer to purchase Units of a New Series or any other security. A Unit
Holder's election to exercise this option will be treated as an indication of
interest only. At any time prior to the purchase by a Unit Holder of units of a
New Series, such Unit Holder may change his investment strategy and receive, in
cash, the proceeds of the sale of the Securities.
IN-KIND ROLLOVER OPTION. The Sponsor may offer Unit Holders the ability to
"rollover" their Units of the Trust for Units of a subsequent series as set
forth below. If such feature is offered, the following structure will be
implemented for such rollovers. Although the Sponsor may offer Unit Holders this
additional termination alternative, the Sponsor reserves the right in its sole
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discretion to decline to offer such alternative for any reason. If the Sponsor
determines to offer such alternative, it will notify Unit Holders who will then
notify the Sponsor whether they wish to participate. Such rollover will occur at
least 30 days prior to but not more than 65 days prior to the scheduled
termination of the Terminating Trust.
Unit Holders desiring to reinvest their interests in units of the Trust
("Terminating Trust"), in Units of a newly created series of Dean Witter Select
Equity Trust, Standard & Poor's Platinum Portfolio, Select Strategy Stocks ("New
Trust") may do so by so advising their account executive. Such exchange will be
effected by an in-kind redemption from the Terminating Trust and subsequent
in-kind deposit with the Trustee of the New Trust, as follows:
The number and types of securities constituting a Unit of the New Trust will
be deposited in kind in the New Trust by The Chase Manhattan Bank acting as
agent on behalf of a Unit Holder (the "Agent") in connection with the creation
of a Unit of the New Trust. Certain of the stocks contained in the Terminating
Trust are likely to be included in the portfolio of the New Trust ("Duplicated
Stocks"). A Unit Holder in the Terminating Trust electing to receive his
interest in such Terminating Trust in kind and desiring to purchase Units in the
New Trust by an in kind contribution to the New Trust would direct the Agent to
carry out the transactions necessary to consummate the in kind deposit. The
Agent would be authorized to receive the Unit Holder's in kind distribution from
the Terminating Trust and to assemble and deposit, on the Unit Holder's behalf,
the package of stocks needed to make up a Unit in the New Trust. Such assembly
and deposit would include an in kind contribution to the New Trust of an
appropriate amount of the Unit Holder's interest in Duplicated Stocks.
Securities distributed in kind from the Terminating Trust not required to make
up a Unit in the New Trust would be sold by the Agent with the cash proceeds of
each sale utilized by the Agent to purchase the stocks, other than the
Duplicated Stocks, necessary to constitute a Unit of the New Trust. The proceeds
of such sales will be reduced and the cost of such purchases will be increased
by any applicable brokerage commissions. If additional cash is needed to
purchase stocks, such cash would be paid to the Agent by the Unit Holder. Any
cash not used to make up a Unit in the New Trust would be distributed to the
Unit Holder. Fractional interests received from the Terminating Trust will be
sold by the Agent with the cash proceeds of such sale used to purchase
securities for deposit in the New Trust or, if not so utilized, distributed to
the Unit Holder. Upon receipt of the in kind deposit, the Trustee will issue the
appropriate number of Units in the New Trust to the Unit Holder on whose behalf
the Agent acted. Units acquired pursuant to an in kind deposit into a New Trust
by a Unit Holder of a Terminating Trust will not be subject to an Initial Sales
Charge but only subject to a Deferred Sales Charge.
The ability to purchase Units of the New Trust by the deposit of securities
in kind will also be offered to persons who were not Unit Holders in a
Terminating Trust and any such person may contribute whole shares in kind to a
New Trust. Such person will be required to pay the Initial Sales Charge to the
Sponsor in connection with the in kind purchase of Units, which Units will be
subject to a Deferred Sales Charge.
METHOD OF SECURITIES DISPOSAL. The Trustee will begin to sell the remaining
Securities held in the Trust on the next business day following the In-Kind
Date. Since the Trust is not managed, Securities in the Portfolio must be sold
in accordance with the Indenture, which provides for sales over a period of days
or on any one day during the Liquidation Period set forth in the "Summary of
Essential Information". Daily proceeds of such sales will be deposited into the
Trust, will be held in a non-interest bearing account until distributed and will
be of benefit to the Trustee. The sales of Portfolio Securities may tend to
depress the market prices for such Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative market price
consequences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that such procedures
will effectively mitigate any adverse price consequences of heavy volume trading
or that such procedures will produce a better price for Unit Holders than might
have been obtained had all the Securities been sold on one particular day during
the Liquidation Period.
The Trustee will, after deduction of brokerage charges and costs incurred in
connection with the sale of Securities, any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for taxes or other
governmental charges that may be payable by the Trust, distribute to each Unit
Holder after due notice of such termination, such Unit Holder's pro rata
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share in the Income 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 amount
paid by such Unit Holder for Units.
The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an "exchange offer", for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsor has received an exemptive order under
Section 11(c) which it believes permits it to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsor's position and
additional regulatory approvals may be required.
RESIGNATION, REMOVAL AND LIABILITY
REGARDING THE TRUSTEE
The Trustee shall be under no liability for any action taken in good faith
in reliance on prima facie properly executed documents or for the disposition of
monies or Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Securities by the Trustee. However, the Trustee shall be
liable for wilful misfeasance, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under the Indenture and Agreement. In the event of a failure of the Sponsor to
act, the Trustee may act under the Indenture and Agreement and shall not be
liable for any such action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges imposed upon the
Trust or in respect of the Securities or the interest thereon. The Agreement
also contains other customary provisions limiting the liability of the Trustee
and providing for the indemnification of the Trustee for any loss or claim
accruing to it without negligence, bad faith, wilful misconduct, wilful
misfeasance or reckless disregard of its duties and obligations under the
Agreement on its part.
The Trustee or any successor may resign by executing an instrument in
writing, filing the same with the Sponsor and mailing a copy of such notice of
resignation to all Unit Holders then of record. Upon receiving such notice the
Sponsor will use its best efforts to appoint a successor Trustee promptly. 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 Agreement. If
within 30 days of the resignation of a Trustee no successor has been appointed
or, if appointed, has not accepted the appointment, 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.
REGARDING STANDARD & POOR'S
Standard & Poor's relationship to the Sponsor with regard to the Trust is
the licensing of certain trademarks and trade names of Standard & Poor's and of
the Standard & Poor's Platinum Portfolio, which is determined and composed by
Standard & Poor's without regard to the Sponsor, the Trust or Unit Holders.
Standard & Poor's makes no representation or warranty, express or implied, to
Unit Holders or any member of the public regarding the advisability of investing
in the Standard & Poor's Platinum Portfolio.
REGARDING THE SPONSOR
The Sponsor shall be under no liability to the Trust or to Unit Holders for
taking any action or for refraining from any action in good faith or for errors
in judgment. Nor shall the Sponsor be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of any Security. The
Sponsor will, however, be liable for its own wilful misfeasance, wilful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
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If at any time the Sponsor shall resign under the Agreement or shall fail or
be incapable of performing its duties thereunder or shall become bankrupt or its
affairs are taken over by public authorities, the Agreement directs the Trustee
to 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 Indenture and
Agreement and the Trust and liquidate the Trust. The Trustee will promptly
notify Unit Holders of any such action.
MISCELLANEOUS
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
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"), a publicly-held
corporation. On May 31, 1997, Dean Witter, Discover & Co., Dean Witter's former
parent company, and Morgan Stanley Group Inc. merged to form MSDWD. 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 Options 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 more than
350 domestic and international offices with approximately 10,000 account
executives servicing individual and institutional client accounts.
TRUSTEE
The Trustee is The Chase Manhattan Bank, a New York Bank with its principal
executive office located at 270 Park Avenue, New York, New York 10081. The
Trustee is organized under the laws of the State of New York, 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. Unit Holders should direct inquiries regarding distributions, address
changes and other matters relating to the administration of the Trust to the
Trustee at Unit Investment Trust Division, 4 New York Plaza, New York, New York
10004.
LEGAL OPINIONS
The legality of the Units offered hereby has 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 Statement of Financial Condition and Schedule of Portfolio Securities of
this series of the Dean Witter Select Equity Trust included in this Prospectus
have been audited by Deloitte & Touche LLP, certified public accountants, as
stated in their report as set forth in Part A of this Prospectus, and are
included in reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT CONTAINED IN
PARTS A AND B OF THIS PROSPECTUS; AND ANY INFORMATION OR REPRESENTATION NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. PARTS A
AND B OF THIS PROSPECTUS DO 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.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PART A
Summary of Essential Information...................................... i
Independent Auditors' Report.......................................... xi
Statement of Financial Condition...................................... xii
Schedule of Portfolio Securities...................................... xiv
PART B
Introduction.......................................................... 1
The Trust............................................................. 3
Objectives and Securities Selection............................... 3
Summary Description of the Portfolio.............................. 3
Risk Factors--Special Considerations.............................. 3
Distribution...................................................... 5
Tax Status of the Trust............................................... 5
Retirement Plans...................................................... 7
Public Offering of Units.............................................. 8
Public Offering Price............................................. 8
Public Distribution............................................... 9
Secondary Market.................................................. 9
Profit of Sponsor................................................. 10
Volume Discount................................................... 10
Redemption............................................................ 11
Right of Redemption............................................... 11
Computation of Redemption Price................................... 13
Postponement of Redemption........................................ 14
Exchange Option....................................................... 14
Reinvestment Program.................................................. 16
Rights of Unit Holders................................................ 16
Unit Holders...................................................... 16
Certain Limitations............................................... 16
Expenses and Charges.................................................. 17
Expenses.......................................................... 17
Fees.............................................................. 17
Other Charges..................................................... 17
Payment........................................................... 18
Administration of the Trust........................................... 18
Records and Accounts.............................................. 18
Distribution...................................................... 18
Portfolio Supervision............................................. 19
Voting of the Portfolio Securities................................ 19
Reports to Unit Holders........................................... 20
Amendment......................................................... 20
Termination....................................................... 21
Resignation, Removal and Liability.................................... 23
Regarding the Trustee............................................. 23
Regarding Standard & Poor's....................................... 23
Regarding the Sponsor............................................. 24
Miscellaneous......................................................... 24
Sponsor........................................................... 24
Trustee........................................................... 24
Legal Opinions.................................................... 24
Auditors.............................................................. 25
</TABLE>
37717
[LOGO] DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S
PLATINUM
PORTFOLIO, SELECT STRATEGY STOCKS--MARCH 1998
- ------------------------
(A Unit Investment Trust)
Sponsor:
- -------------------------------------------
[LOGO] DEAN WITTER REYNOLDS INC.
- -------------------------------------------
Two World Trade Center - New York, New York 10048
READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
This prospectus may be used as a preliminary prospectus for a future series,
such as when Units of this Trust are no longer available, or for Investors who
will reinvest into subsequent series of the Trust. In such cases, Investors
should note that:
Information contained herein is subject to amendment. A registration
statement relating to securities of a future series has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy 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.
