<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
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 Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
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
<PAGE>
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,
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
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 ) *
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
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
withdrawal or redemption ) Offering of Units -
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, par- ) Units - Secondary Market;
tial redemption and simi- ) Exchange 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 -
) Summary Description of
) the Portfolios
(2) Terms and Conditions ) Amendment and
of Trust's Securities ) Termination of the
) Indenture
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
(3) Provisions of Inden- ) Amendment and
ture ) Termination of the
) Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change: )
(1) Composition of assets ) Amendment and
of Trust ) Termination of the
) Indenture
(2) Terms and conditions ) Amendment and
of Trust's Securities ) Termination of the
) Indenture
(3) Provisions of Inden- ) Amendment and
ture ) Termination of the
) Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust - Summary De-
units ) scription of the
) Portfolios; Objectives
) and Securities
) Selection; The Trust -
) Special Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price;
) - Profit of Sponsor;
) - Volume Discount; Ex-
) penses and Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price;
) - Profit of Sponsor; -
) Volume Discount
(d) Price differentials ) Public Offering of
) Units - Public Offering
) Price
(e) Certain other loads, fees, ) Rights of Unit Holders
expenses, etc. payable by ) - Certificates
holders
(f) Certain profits receivable ) Redemption - Purchase
by depositor, principal ) by the Sponsors of
underwriters, trustee or ) Units Tendered for
affiliated persons ) Redemption
(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
ments from purchasers ) Units - Profit of
) Sponsor
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives
) and Securities
) Selection; The Trust -
) Summary Description of
) the Portfolio; Sponsor
) - Responsibility
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(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
sions of the trust agreement ) Termination 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 )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering
) of Units - Profit of
) Sponsor
27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
28. Certain information as to 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
ties by states ) Units - Public
) Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(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
cipal underwriter ) Units- 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
price to certain persons ) Units - Volume
) Discount; Exchange
) Option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units- Secondary
) Market; Redemption
(b) Schedule as to redemption ) *
price )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
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 )
(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;
eliminating securities ) Objectives and
from the Trust ) Securities Selection;
) The Trust - Summary
) Description of the
) Portfolio; Sponsor -
) Responsibility
(b) Elimination of securities ) *
from the Trust )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
----------- ---------------------
(c) Substitution and elimina- ) Introduction;
tion of securities from ) Objectives and
the Trust ) Securities Selection;
) Sponsor -Responsibility
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus;
) Tax Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
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>
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.
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 Sep-
tember 30, 1993.
*EX-4.15 Amendment to Exhibit 4.1, dated December
30, 1997.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the legality of
the securities being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
*****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 Rule 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
<PAGE>
amended and filed as an exhibit to Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 98-1, Registration num-
ber 333-41785.
** 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.
***** Previously Filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 99-2, has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New
York and State of New York on the 18th day of November, 1998.
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST,
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/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 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 18th
day of November, 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: /s/Thomas Hines
--------------------------
Thomas Hines
Attorney-in-fact*, **, ***
__________________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10 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 Sep-
tember 30, 1993.
*EX-4.15 Amendment to Exhibit 4.1, dated December
30, 1997.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the legality of
the securities being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
*****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 Rule 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
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
<PAGE>
Trust, Selected Opportunities Series 18, Registration
number 33-50105 and as amended and filed as an exhibit
to Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 98-1, Registration number 333-41785.
** 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.
*****Previously Filed.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998
between DEAN WITTER REYNOLDS INC., as Depositor, and The Bank
of New York, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Dean Witter Select Equity Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 30, 1993.
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee
agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein 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 as
follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of
such Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Securities within
the 90-day period following the first deposit of Securi-
ties in the Trust, shall be distributed to Unit Holders on
the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee deter-
mine".
B. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with
<PAGE>
instructions to the Trustee to purchase one or more Addi-
tional Securities which cash (or cash in an amount equal
to the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Additional Secu-
rities within the 90-day period following the first de-
posit of Securities in the Trust, shall be distributed to
Unit Holders on the Distribution Date next following such
90-day period or such earlier date as the Depositor and
the Trustee determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to
substitute the following language:
Section 3.01. INITIAL COST The costs of
organizing the Trust and sale of the Trust Units
shall, to the extent of the expenses reimburs-
able to the Depositor provided below, be borne
by the Unit Holders, PROVIDED, HOWEVER, 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 liabil-
ity on the part of the Depositor under this sec-
tion shall not include any fees or other ex-
penses incurred in connection with the admini-
stration of the Trust subsequent to the deposit
referred to in Section 2.01. Upon notification
from the Depositor that the primary offering pe-
riod is concluded, the Trustee shall withdraw
from the Account or Accounts specified in the
Prospectus or, if no Account is therein speci-
fied, 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 Trustee shall, as directed by the Depositor,
sell Securities identified by the Depositor, or
distribute to the Depositor 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 record at the conclusion of the
<PAGE>
primary offering period and shall not be re-
flected in the computation of the Unit Value
prior thereto. As used herein, the Depositor's
reimbursable 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 inden-
ture, and other documents relating to the Trust,
SEC and state blue sky registration fees, the
cost of the initial valuation of the portfolio
and audit of the Trust, the initial fees and ex-
penses of the Trustee, and legal and other out-
of-pocket expenses related thereto, but not in-
cluding the expenses incurred in the printing of
preliminary prospectuses and prospectuses, ex-
penses incurred in the preparation and printing
of brochures and other advertising materials and
any other selling expenses. Any cash which the
Depositor has identified as to be used for reim-
bursement of expenses pursuant to this Section
shall be reserved by the Trustee for such pur-
pose and shall not be subject to distribution
or, unless the Depositor otherwise directs, used
for payment of redemptions in excess of the per-
Unit amount allocable to Units tendered for re-
demption.
D. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sen-
tence thereof: "Depositor may direct the Trustee to in-
vest the proceeds of any sale of Securities not required
for the redemption of Units in eligible money market in-
struments selected by the Depositor which will include
only negotiable certificates of deposit or time deposits
of domestic banks which are members of the Federal Deposit
Insurance Corporation and which have, together with their
branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time depos-
its of smaller domestic banks may be held provided the de-
posit does not exceed the insurance coverage on the in-
strument (which currently is $100,000), and provided fur-
ther that the Trust's aggregate holding of certificates of
deposit or time deposits issued by the Trustee may not ex-
ceed the insurance coverage of such obligations and U.S.
Treasury notes or bills (which shall be held until the ma-
turity thereof) each of which matures prior to the earlier
of the next following Distribution Date or 90 days after
<PAGE>
receipt, the principal thereof and interest thereon (to
the extent such interest is not used to pay Trust ex-
penses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date."
E. The first sentence of each of Sections 3.10,
3.11 and 3.12 is amended to insert the following language
at the beginning of such sentence, "Except as otherwise
provided in Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. EXTRAORDINARY EVENT - SECURITY RETEN-
TION AND VOTING. In the event the Trustee is notified of
any action to be taken or proposed to be taken by holders
of the securities held by the Trust in connection with any
proposed merger, reorganization, spin-off, split-off or
split-up by the issuer of stock or securities held in the
Trust, the Trustee shall take such action or refrain from
taking any action, as appropriate, so as to insure that
the securities are voted as closely as possible in the
same manner and in the same general proportion as are the
securities held by owners other than the Trust. If stock
or securities are received by the Trustee, with or without
cash, as a result of any merger, reorganization, spin-off,
split-off or split-up by the issuer of stock or securities
held in the Trust, the Trustee at the direction of the De-
positor may retain such stock or securities in the Trust.
Neither the Depositor nor the Trustee shall be liable to
any person for any action or failure to take action with
respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the pro-
visions of Section 3.12 hereof, as set forth in the pro-
spectus for a Trust. Definitions following this defini-
tion (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the fol-
lowing paragraph after the end thereof: On each Deferred
Sales Charge payment date set forth in the prospectus for
a Trust, the Trustee shall pay the account created pursu-
ant to Section 3.12 the amount of the Deferred Sales
Charge payable on each such date as stated in the prospec-
tus for a Trust. Such amount shall be withdrawn from the
Principal Account from the amounts therein designated for
such purpose.
<PAGE>
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the fol-
lowing at the end thereof: "In order to pay the Deferred
Sales Charge, the Trustee shall sell or liquidate an
amount of Securities at such time and from time to time
and in such manner as the Depositor shall direct such that
the proceeds of such sale or liquidation shall equal the
amount required to be paid to the Depositor pursuant to
the Deferred Sales Charge program as set forth in the pro-
spectus for a Trust.
K. Section 3.12 shall be added as follows:
Section 3.12. DEFERRED SALES CHARGE. If the pro-
spectus for a Trust specifies a Deferred Sales Charge, the
Trustee shall, on the dates specified in and as permitted
by the prospectus, withdraw from the Income Account if
such account is designated in the prospectus as the source
of the payments of the Deferred Sales Charge, or to the
extent funds are not available in that account or if such
account is not so designated, from the Principal Account,
an amount per Unit specified in the prospectus and credit
such amount to a special, non-Trust account maintained at
the Trustee out of which the Deferred Sales Charge will be
distributed to the Depositor. If the Income Account is
not designated as the source of the Deferred Sales Charge
payment or if the balances in the Income and Principal Ac-
counts are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either ad-
vance funds, if so agreed to by the Trustee, in an amount
equal to the proposed withdrawal and be entitled to reim-
bursement of such advance upon the deposit of additional
monies in the Income Account or the Principal Account,
sell Securities and credit the proceeds thereof to such
special Depositor's account or credit Securities in kind
to such special Depositor's Account. Such directions
shall identify the Securities, if any, to be sold or dis-
tributed in kind and shall contain, if the Trustee is di-
rected by the Depositor to sell a Security, instructions
as to execution of such sales. If a Unit Holder redeems
Units prior to full payment of the Deferred Sales Charge,
the Trustee shall, if so provided in the prospectus, on
the Redemption Date, withhold from the Redemption Price
payment to such Unit Holder an amount equal to the unpaid
portion of the Deferred Sales Charge and distribute such
amount to such special Depositor's account or, if the
<PAGE>
Depositor shall purchase such Unit pursuant to the terms
of Section 5.02 hereof, the Depositor shall pay the Re-
demption Price for such Unit less the unpaid portion of
the Deferred Sales Charge. The Depositor may at any time
instruct the Trustee to distribute to the Depositor cash
or Securities previously credited to the special Deposi-
tor's account.
L. 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, Select 10 Industrial Portfolio 99-1
(the "Select 10 Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is for the
Select 10 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 10 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean
, , , , , and
, and such other date as the Depositor may direct.
<PAGE>
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" 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. The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not exceed 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
