<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS -
SEPTEMBER 1998
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
STANDARD & POOR'S PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS - SEPTEMBER 1998
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
<PAGE>
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
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its 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.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS -
SEPTEMBER 1998
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
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust - Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public Offer-
withdrawal or redemption ) ing 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 Termination
) of the Indenture
(g) Notice to Holders as to )
change in: )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust - Sum-
) mary Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of Inden- ) Amendment and Termination
ture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(h) Security Holders Consent )
required to change:
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of Inden- ) Amendment and Termination
ture ) 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 Of-
) fering Price; - Profit of
) Sponsor;
) - Volume Discount; Ex-
) penses and Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential In-
) formation; Public Offer-
) ing of Units - Public Of-
) fering Price; - Profit of
) Sponsor; - Volume Dis-
) count
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
(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 Selection; The
) Trust - Summary Descrip-
) tion of the Portfolio;
) Sponsor - Responsibility
)
)
17. Withdrawal or redemption ) Redemption; Public Offer-
) ing of Units - Secondary
) Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment Pro-
) grams
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust - Records and Ac-
) counts; - Reports to Unit
) Holders
20. Certain miscellaneous provi- ) Amendment and Termination
sions of the trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee; Evalua-
positor, trustee, custodian, ) tor - Limitation on Li-
etc. ) ability
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 Sponsor
)
27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and ) *
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 )
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 )
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; Re-
) demption
(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
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 )
(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 Selection;
from the Trust ) The Trust - Summary De-
) scription of the Portfo-
) lio; Sponsor - Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction; Objectives
tion of securities from ) and Securities Selection;
the Trust ) Sponsor - Responsibility
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
<PAGE>
SUBJECT TO COMPLETION SEPTEMBER 11, 1998
_______________________________________________________________
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS -
SEPTEMBER 1998
A "UNIT INVESTMENT TRUST"
_______________________________________________________________
The attached final prospectus for Morgan Stanley Dean
Witter Select Equity Trust, Standard & Poor's Platinum Portfo-
lio, Select Strategy Stocks -June 1998 is hereby used as a pre-
liminary prospectus for Morgan Stanley Dean Witter Select Eq-
uity Trust, Standard & Poor's Platinum Portfolio, Select Strat-
egy Stocks -September 1998. The narrative information relating
to the operation of this Series and the structure of the final
prospectus for this Series will be substantially the same as
that set forth in the attached prospectus. Information with
respect to pricing, the number of units, dates and summary in-
formation regarding the characteristics of securities to be de-
posited in this Series is not now available and will be differ-
ent from that included in the attached final prospectus since
each Series has a unique Portfolio. Accordingly, the informa-
tion contained herein with regard to the previous Series should
be considered as being included for informational purposes
only.
Investors should contact account executives of the
Sponsor who will be informed of the expected effective date of
this Series and who will be supplied with complete information
with respect to such Series on the date of the effectiveness of
the registration statement relating to Units of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY
MAY ONLY BE MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES
OF A TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT
ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE
SECURITIES OF A PARTICULAR TRUST HAVE BEEN 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>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
STANDARD & POOR'S PLATINUM PORTFOLIO, SELECT STRATEGY STOCKS -
JUNE 1998
The prospectus dated June 22, 1998, File No. 333-
53617, 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 fol-
lowing documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Listed below is the name and registration number of a pre-
vious Series of Select Equity Trust, the final prospectus of which,
properly supplemented, is used as a preliminary prospectus for Mor-
gan Stanley Dean Witter Select Equity Trust, Standard & Poor's
Platinum Portfolio, Select Strategy Stocks - September 1998. This
prior final prospectus is incorporated herein by reference.
Morgan Stanley Dean Witter Select Equity Trust
Standard & Poor's Platinum Portfolio,
Select Strategy Stocks - June 1998
(Registration No. 333-53617)
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit 5)
. Deloitte & Touche LLP
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated Janu-
ary 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30,
1997.
**EX-4.2 Draft of Reference Trust Agreement.
*****EX-4.3 Amendment dated July 18, 1995 to Trust In-
denture and Agreement dated January 27,
1991.
****EX-5 Opinion of counsel as to the legality of
the securities being registered.
****EX-23.1 Consent of Independent Auditors.
<PAGE>
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
******EX-24 Powers of Attorney executed by a majority
of the Board of Directors of Dean Witter
Reynolds Inc.
****EX-27 Financial Data Schedule
EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated
by reference to Schedules A and D of Form
BD filed by Dean Witter Reynolds Inc. pur-
suant to Rules 15b1-1 and 15b3-1 under the
Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by refer-
ence to exhibit of same designation filed with the Securities
and Exchange Commission as an exhibit to the Registration
Statement of Dean Witter Select Equity Trust, Selected Oppor-
tunities Series 18, Registration number 33-50105 and as filed
as an exhibit to Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 98-1, Registration No. 333-41783.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an ex-
hibit to the Registration Statement of Sears Tax-Exempt In-
vestment Trust, Insured Long Term Series 33 and Long Term Mu-
nicipal Portfolio Series 106, Registration numbers 33-38086
and 33-37629, respectively.
**** To be filed by amendment.
***** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an ex-
hibit to the Registration Statement of Dean Witter Select Eq-
uity Trust, Select 5 Industrial Portfolio 95-3, Registration
No. 33-60121.
******Previously Filed
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust, Standard & Poor's Platinum Portfolio, Select Strategy
Stocks -September 1998, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-
unto duly authorized, all in the City of New York and State of
New York on the 11th day of September 1998.
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST,
STANDARD & POOR'S
PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS -
SEPTEMBER 1998
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Thomas Hines/s/
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 per-
son 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 11th
day of September, 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***
James F. Higgins Director***
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F. Powers III Director*
Thomas C. Schneider Director**
William B. Smith Director**
By: Thomas Hines/s/
Thomas Hines
Attorney-in-fact*, **, ***
__________________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10 Indus-
trial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
Amendment No. 1 to the Registration Statement on Form S-6
for Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated Janu-
ary 22, 1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30,
1997
**EX-4.2 Draft of Reference Trust Agreement.
*****EX-4.3 Amendment dated July 18, 1995 to Trust In-
denture and Agreement dated January 27,
1991.
****EX-5 Opinion of counsel as to the legality of
the securities being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
******EX-24 Powers of Attorney executed by a majority
of the Board of Directors of Dean Witter
Reynolds Inc.
****EX-27 Financial Data Schedule
EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated
by reference to Schedules A and D of Form
BD filed by Dean Witter Reynolds Inc. pur-
suant to Rules 15b1-1 and 15b3-1 under the
Securities Exchange Act of 1934 (1934 Act
<PAGE>
File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by
reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the
Registration Statement of Dean Witter Select Equity
Trust, Selected Opportunities Series 18, Registration
number 33-50105 and as filed as an exhibit to Dean Wit-
ter Select Equity Trust, Select 5 Industrial Portfolio
98-1, Registration No. 333-41783.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Tax-
Exempt Investment Trust, Insured Long Term Series 33 and
Long Term Municipal Portfolio Series 106, Registration
numbers 33-38086 and 33-37629, respectively.
**** To be filed by amendment.
***** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Dean Witter Se-
lect Equity Trust, Select 5 Industrial Portfolio 95-3,
Registration No. 33-60121.
******Previously Filed.
<PAGE>
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS - SEPTEMBER 1998
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 provisions by reference to the
document entitled "Sears Equity Investment Trust, Trust Inden-
ture and Agreement" dated January 22, 1991, as amended on March
16, 1993, July 18, 1995 and December 30, 1997 (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 incorpo-
rated by reference in their entirety and shall be deemed to be
a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this in-
strument 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.
C. Section 3.01 is amended to substitute the fol-
lowing:
<PAGE>
-2-
Section 3.01. Initial Cost The costs of organ-
izing the Trust and sale of the Trust Units shall, to the
extent of the expenses reimbursable to the Depositor pro-
vided below, be borne by the Unit Holders, provided, how-
ever, that, to the extent all of such costs are not borne
by Unit Holders, the amount of such costs not borne by
Unit Holders shall be borne by the Depositor and, provided
further, however, that the liability on the part of the
Depositor under this Section shall not include any fees or
other expenses incurred in connection with the administra-
tion of the Trust subsequent to the deposit referred to in
Section 2.01. Upon notification from the Depositor that
the primary offering period is concluded, the Trustee
shall withdraw from the Account or Accounts specified in
the Prospectus or, if no Account is therein specified,
from the Principal Account, and pay to the Depositor the
Depositor's reimbursable expenses of organizing the Trust
and sale of the Trust Units in an amount certified to the
Trustee by the Depositor. If the balance of the Principal
Account is insufficient to make such withdrawal, the Trus-
tee shall, as directed by the Depositor, sell Securities
identified by the Depositor, or distribute to the Deposi-
tor Securities having a value, as determined under Section
4.01 as of the date of distribution, sufficient for such
reimbursement. The reimbursement provided for in this
Section shall be for the account of the Unitholders of re-
cord at the conclusion of the primary offering period and
shall not be reflected in the computation of the Unit
Value prior thereto. As used herein, the Depositor's re-
imbursable expenses of organizing the Trust and sale of
the Trust Units shall include the cost of the initial
preparation and typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the in-
denture, and other documents relating to the Trust, SEC
and state blue sky registration fees, the cost of the ini-
tial valuation of the portfolio and audit of the Trust,
the initial fees and expenses of the Trustee, and legal
and other out-of-pocket expenses related thereto, but not
including the expenses incurred in the printing of pre-
liminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other ad-
vertising materials and any other selling expenses. Any
cash which the Depositor has identified as to be used for
<PAGE>
-3-
reimbursement of expenses pursuant to this Section shall
be reserved by the Trustee for such purpose and shall not
be subject to distribution or, unless the Depositor other-
wise directs, used for payment of redemptions in excess of
the per-Unit amount allocable to Units tendered for re-
demption.
D. Article VI, Section 6.05, shall be amended to
delete the clause beginning "if the Depositor" and ending
with, in the same sentence, "the Unit Holders" and insert
in place thereof "upon the determination of the Depositor
to remove the Trustee for any reason, either with or with-
out cause, including but not limited to a determination by
the Depositor that the Trustee has materially failed to
perform its duties under this Indenture and the interest
of Unit Holders has been substantially impaired as a re-
sult."
E. The Distribution Agency Agreement is amended to
be applicable to the Morgan Stanley Dean Witter Select Eq-
uity Trust, Standard & Poor's Platinum Portfolio, Select
Strategy Stocks Series.
F. Reference to "Dean Witter Select Equity Trust"
is replaced by "Morgan Stanley Dean Witter Select Equity
Trust".
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Morgan Stanley Dean
Witter Select Equity Trust, Standard & Poor's Platinum
Portfolio, Select Strategy Stocks - September 1998 (the
"Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this In-
denture, have been or are to be deposited in trust under
this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
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D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is
for the Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Trust.
F. The term "In-Kind Distribution Date" shall mean
.
G. The term "Record Dates" shall mean ,
and , and such other date as the De-
positor may direct.
H. The term "Distribution Dates" shall mean
, and on or about , 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 Sec-
tion 6.04 of the Indenture shall be $ per 100 Units if
the greatest number of Units outstanding during the period
is 10,000,000 or more; $ per 100 Units if the greatest
number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $ per 100 Units if the
greatest number of Units outstanding during the period is
4,999,999 or less.
L. For a Unit Holder to receive "in_kind" distribu-
tion 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. Paragraph (b)(ii) of Section 9.03 is amended to
provide that the period during which the Trustee shall
liquidate the Trust Securities shall not exceed 14 busi-
ness days commencing on the first business day following
the In-Kind Date.
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(Signatures and acknowledgments on separate pages)
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The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.
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