<PAGE>
Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of Unit In-
vestment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursu-
ant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended
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F. Proposed maximum offering price to the public of the secu-
rities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effec-
tive date until the registrant shall file a further amend-
ment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section
8(a), may determine.
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DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment
Indenture ) and Termination of the
) Indenture
7. Changes of name ) Included in Form
N-8B-2
8. Fiscal Year ) Included in Form
N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
_________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust - Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public Of-
withdrawal or redemption ) fering of Units -
) Secondary Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, par- ) - Secondary Market; Ex-
tial redemption and simi- ) change Option; Redemp-
lar matters ) tion; Rights of Unit
) Holders -Certificates
)
(e) Lapses or defaults with ) *
respect to periodic pay- )
ment plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holders -
rities under the Indenture ) Certain Limitations;
) Amendment and Termina-
) tion of the Indenture
(g) Notice to Holders as to )
change in: )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust - Sum-
) mary Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change: )
(1) Composition of assets ) Amendment and Termina-
of Trust ) tion of the Indenture
_________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(2) Terms and conditions ) Amendment and Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus; Tax
of the Trust's Securities ) Status
11. Type of securities comprising ) The Trust - Summary De-
units ) scription of the Portfo-
) lios; Objectives and Se-
) curities Selection; The
) Trust - Special Consid-
) erations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential In-
) formation; Public Offer-
) ing of Units - Public
) Offering Price; - Profit
) of Sponsor;- Volume Dis-
) count; Expenses and
) Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential In-
) formation; Public Offer-
) ing of Units
) - Public Offering Price;
) - Profit of Sponsor; -
) Volume Discount
)
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
)
_________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of pay- ) Public Offering of Units
ments from purchasers ) - Profit of Sponsor
)
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives
) and Securities Selec-
) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
)
17. Withdrawal or redemption ) Redemption; Public Of-
) fering of Units - Secon-
) dary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment Pro-
) grams
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
_________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
19. Records, accounts and report )Administration of the
) Trust - Records and Ac-
) counts; - Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Amendment and Termina-
sions of the trust agreement ) tion of the Indenture;
) Sponsor - Limitation on
) Liability - Resignation;
) Trustee - Limitation on
) Liability - Resignation
)
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator - Limitation
etc. ) on Liability
23. Bonding arrangements ) Included on Form
N-8B-2
24. Other material provisions of ) *
the trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Spon-
) sor
27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
_________________________
* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
31. Compensation of Officers and ) *
Directors of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
34. Remuneration of other persons ) *
for certain services rendered )
to trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securi- ) Public Offering of Units
ties by states ) - Public Distribution
)
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by prin- ) Public Offering of Units
cipal underwriter ) - Profit of Sponsor
)
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of princi- ) *
pal underwriter )
(c) Salesman of principal un- ) *
derwriter )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Public Offering of Units
price to certain persons ) - Volume Discount; Ex-
) change Option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units- Secondary Market;
) Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44 and
derlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE
OF HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of can- ) *
cellation )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; Objectives
eliminating securities ) and Securities Selec-
from the Trust ) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction; Objectives
tion of securities from ) and Securities Selec-
the Trust ) tion; Sponsor - Respon-
) sibility
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
_________________________
* Not applicable, answer negative or not required.
<PAGE>
SUBJECT TO COMPLETION FEBRUARY 6, 1998
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
A "UNIT INVESTMENT TRUST"
The attached final prospectus for Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 98-1 is hereby used as a preliminary
prospectus for Dean Witter Select Equity Trust, Select 5 Industrial Portfo-
lio 98-2. The narrative information relating to the operation of this Se-
ries and the structure of the final prospectus for this Series will be sub-
stantially the same as that set forth in the attached prospectus. Informa-
tion with respect to pricing, the number of units, dates and summary infor-
mation regarding the characteristics of securities to be deposited in this
Series is not now available and will be different from that included in the
attached final prospectus since each Series has a unique Portfolio. Ac-
cordingly, the information contained herein with regard to the previous Se-
ries should be considered as being included for informational purposes
only.
Investors should contact account executives of the Sponsor who
will be informed of the expected effective date of this Series and who will
be supplied with complete information with respect to such Series on the
date of the effectiveness of the registration statement relating to Units
of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY ONLY BE
MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES OF A TRUST HAVE BEEN
REGISTERED. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE SPONSOR TO
DETERMINE WHETHER THE SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED
FOR SALE IN THE STATE IN WHICH THEY RESIDE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY THEM BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-1
This prospectus dated January 5, 1998, File No. 333-41783, is
hereby incorporated by reference herein.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Listed below is the name and registration number of a previous
Series of Select Equity Trust, the final prospectus of which, properly sup-
plemented, is used as a preliminary prospectus for Dean Witter Select Eq-
uity Trust, Select 5 Industrial Portfolio 98-2. This prior final prospec-
tus is incorporated herein by reference.
Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 98-1
(Registration No. 333-41783)
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit 5)
. Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter Rey-
nolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22,
1991.
**EX-4.2 Draft of Reference Trust Agreement.
***EX-4.3 Amendment dated July 18, 1995 to Trust Indenture
and Agreement dated January 22, 1991.
*****EX-5 Opinion of counsel as to the legality of the se-
curities being registered.
*****EX-23.1 Consent of Independent Auditors.
*****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
<PAGE>
___________________________
* The Trust Indenture and Agreement is incorporated by reference to
exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement of Sears Eq-
uity Investment Trust, Selected Opportunities Series 4, Registra-
tion No. 33-35347 and as amended and filed as an exhibit to Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio 98-1,
Registration No. 333-41783.
** Filed herewith.
*** The Amendment dated July 18, 1995 to the Trust Indenture and Agree-
ment is incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as on exhibit to
the Registration Statement of Dean Witter Select Equity Trust, Se-
lect 5 Industrial Portfolio 95-3, Registration No. 33-60121.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the Regis-
tration Statement of Sears Tax-Exempt Investment Trust, Insured
Long Term Series 33 and Long Term Municipal Portfolio Series 106,
Registration numbers 33-38086 and 33-37629, respectively.
***** To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Select 5 Industrial Portfolio
98-2, has duly caused this Registration Statement to be signed on its be-
half by the undersigned, thereunto duly authorized, all in the City of New
York and State of New York on the 6th day of February, 1998.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on behalf of Dean Witter Reynolds
Inc., the Depositor, by the following person in the following capacities
and by the following persons who constitute a majority of the Depositor's
Board of Directors in the City of New York, and State of New York, on this
6th day of February, 1998.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman & Chief )
Executive Officer)
and Director*** )
Richard M. DeMartini Director***
Robert J. Dwyer Director***
Christine A. Edwards Director***
Charles A. Fiumefreddo Director**
James F. Higgins Director***
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F. Powers III Director*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
By:Thomas Hines
Thomas Hines
Attorney-in-fact*, **, ***
_____________________
* Executed copies of the Powers of Attorney have been filed with the Se-
curities and Exchange Commission in connection with Amendment No. 1 to
the Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with Amendment No. 1 to the
Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with the Registration
Statement on Form S-6 for Dean Witter Select Equity Trust, Select 10
International Series 95-1, File No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document
****EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Rey-
nolds Inc.
*EX-4.1 Trust Indenture and Agree-
ment, dated January 22, 1991
**EX-4.2 Draft of Reference Trust
Agreement.
***EX-4.3 Amendment dated July 18,
1995 to Trust Indenture and
Agreement dated January 22,
1991.
*****EX-5 Opinion of counsel as to the
legality of the securities
being registered.
*****EX-23.1 Consent of Independent Audi-
tors.
*****EX-23.2 Consent of Cahill Gordon &
Reindel (included in Ex-
hibit 5).
___________________________
* The Trust Indenture and Agreement is incorporated by reference to
exhibit of same designation filed with the Securities and Exchange
Commission as an exhibit to the Registration Statement of Sears Eq-
uity Investment Trust, Selected Opportunities Series 4, Registra-
tion No. 33-35347 and as amended and filed as an exhibit to Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio 98-1,
Registration No. 333-41783.
** Filed herewith.
*** The Amendment dated July 18, 1995 to the Trust Indenture and Agree-
ment is incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as on exhibit to
<PAGE>
the Registration Statement of Dean Witter Select Equity Trust, Se-
lect 5 Industrial Portfolio 95-3, Registration No. 33-60121.
**** Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the Regis-
tration Statement of Sears Tax-Exempt Investment Trust, Insured
Long Term Series 33 and Long Term Municipal Portfolio Series 106,
Registration Nos. 33-38086 and 33-37629, respectively.
***** To be filed by amendment.
<PAGE>
<PAGE>
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998 between
DEAN WITTER REYNOLDS INC., as Depositor, and The Chase Manhattan Bank, as
Trustee, sets forth certain provisions in full and incorporates other pro-
visions by reference to the document entitled "Sears Equity Investment
Trust, Trust Indenture and Agreement" dated January 22, 1991, as amended on
March 16, 1993 and July 18, 1995 (the "Basic Agreement"). Such provisions
as are incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Depositor and the Trustee agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full
in this instrument except that the Basic Agreement is hereby amended in the
following manner:
A. Article I, Section 1.01, paragraph (29) defining "Trustee"
shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank, or any successor
trustee appointed as hereinafter provided."
B. Reference to United States Trust Company of New York in its
capacity as Trustee is replaced by The Chase Manhattan Bank throughout
the Basic Agreement.
<PAGE>
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 98-2 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds Inc.
D. The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/ th for
the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean , ,
, , , and , and such other date
as the Depositor may direct.
H. The term "Distribution Dates shall mean , ,
, , , and , and such other
date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $ per 100 Units.
L. For a Unit Holder to receive "in-kind" distribution during
the life of the Trust other than in connection with a rollover, such Unit
Holder must tender at least 25,000 Units for redemption. On the In-Kind
Date there is no minimum amount of Units that a Unit Holder must tender in
order to receive an "in-kind" distribution.
M. The Indenture is amended to provide that the period during
which the Trustee shall liquidate the Trust Securities shall not excess
14 business days commencing on the first business day following the In-Kind
Date.
<PAGE>
(Signatures and acknowledgments on separate pages)
<PAGE>
