<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 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 GLOBAL SERIES 99-2
SELECT GLOBAL 30 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
<PAGE>
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest
pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940, as amended
F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT
The registrant hereby amends this Registration
Statement on such date or dates as may be necessary
to delay its effective date until the registrant
shall file a further amendment which specifically
states that this Registration Statement shall
thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 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)
I. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment
Indenture ) and Termination of the
) Indenture
7. Changes of name ) Included in Form N-8B-2
)
8. Fiscal Year ) Included in Form N-8B-2
)
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, ) - Secondary Market;
partial redemption and ) Exchange Option;
similar matters ) Redemption; Rights of
) Unit Holders -
) Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to ) Rights of Unit Holder -
Securities under the ) Certain Limitations;
Indenture ) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust -
) Summary Description of
) the Portfolios
)
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus; Tax
the Trust's Securities ) Status
11. Type of securities comprising ) The Trust - Summary
units ) Description of the
) Portfolios; Objectives
) and Securities Selection;
) The Trust - Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price; -
) Profit of Sponsor; -
) Volume Discount; Expenses
) and Charges
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price; -
) Profit of Sponsor;
) - Volume Discount
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders -
) Certificates
15. Receipt and handling of payments ) Public Offering of Units
from purchasers - Profit of Sponsor
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives and
) Securities Selection; The
) Trust - Summary
) Description of the
) Portfolio; Sponsor -
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of ) Reinvestment Programs
distributions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts; - Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termination
of trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation on
etc. ) Liability
23. Bonding arrangements ) Included in Form N-8B-2
)
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Sponsor
27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
28. Certain information as to ) Included in Form N-8B-2
officials and affiliated persons )
of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
)
30. Persons controlling Depositor ) *
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
31. Compensation of Officers and ) *
Director of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Public Offering of Units
securities by states ) - Public Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units
principal underwriter ) - Profit of Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal ) *
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of Units
to certain persons ) - Volume Discount;
) Exchange option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units
) -Secondary Market;
) Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44 and
underlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR
CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objectives
eliminating securities from ) and Securities Selection;
the Trust ) The Trust - Summary
) Description of the
) Portfolio Sponsor -
) Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and ) Introduction Objectives
elimination of securities ) and Securities Selection;
from the Trust ) Sponsor - Responsibility;
(d) Description of any )
fundamental policy of the )
Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan )
certificates )
56. Certain information regarding ) *
periodic payment plan )
certificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
57. Certain information regarding ) *
periodic payment plan )
certificates )
58. Certain information regarding ) *
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
____________________
* Not applicable, answer negative or not required
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 17, 1999
[LOGO] MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
- --------------------------------------------------------------------------------
United States, Hong Kong, United Kingdom
(A Unit Investment Trust)
-----------------------------------------------------------------------------
Trust objectives: to provide income and above-average growth potential through
an investment for approximately 1 year in a fixed portfolio consisting of 30
stocks which are the ten common stocks in each of the Dow Jones Industrial
Average*, the Financial Times Ordinary Share Index* and the Hang Seng Index*
having the highest dividend yields on the Stock Determination Dates.
The value of the Units of the Trust will fluctuate with the value of the
Portfolio of underlying Securities and with changes in exchange rates. Unless
otherwise stated, all amounts in this prospectus are stated in U.S. dollars
computed on the basis of the exchange rate on the Date of Deposit. Dividends may
fluctuate or not be paid.
AN INVESTMENT IN THE TRUST IS NOT A DEPOSIT OF ANY BANK AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY. INVESTMENT IN UNITS OF THE TRUST IS SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
* DOW JONES & COMPANY, INC., WHICH OWNS THE DJIA, AND THE PUBLISHERS OF THE FT
INDEX AND HS INDEX HAVE NOT PARTICIPATED IN ANY WAY IN THE CREATION OF THE
TRUST OR IN THE SELECTION OF STOCKS INCLUDED IN THE TRUST AND HAVE NOT
APPROVED ANY INFORMATION IN THIS PROSPECTUS.
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- ------------------------------ ------------------------------
<S> <C>
Dean Witter Reynolds Inc. The Bank of New York
2 World Trade Center 101 Barclay Street
New York, New York 10048 New York, New York 10286
</TABLE>
- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
PROSPECTUS DATED APRIL 1, 1999
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
AS OF MARCH 31, 1999, THE INITIAL DATE OF DEPOSIT
<TABLE>
<S> <C>
Aggregate Value at the Evaluation Time of Securities in Trust......... $
Number of Units(1).................................................... 25,000
Fractional Undivided Interest in the Trust Represented by Each Unit... 1/25,000th
Public Offering Price Per 100 Units:
Value of Securities in the Trust.................................. $
Plus Value of Securities for Organization Costs(2)................
Total Value of Securities.........................................
Plus Sales Charge of 2.90% of Public Offering Price(3) (2.924% of
the amount invested in Securities)...............................
Less Deferred Sales Charge per 100 Units.......................... (20.00)
-----------
Public Offering Price per 100 Units(4)............................ $
-----------
-----------
Sponsor's Repurchase Price per 100 Units and Redemption Price per 100
Units (based on the value of the underlying Securities, $ less
than the Public Offering Price per 100 Units)(5).................... $
-----------
-----------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time: Close of the market: 4:00 p.m., New York time.
Minimum Purchase: The minimum initial investment is $1,000 ($100 if the initial purchase is through an IRA). The
minimum subsequent investment is $100.
Distributions will be made on the Distribution Dates ( , 1999, , 1999, , 2000 and on
or about , 2000) to holders of record on the immediately preceeding Record Date ( , 1999,
, 1999, , 2000 and , 2000).
The Mandatory Termination Date of the Trust is , 2000, although the Trust may terminate earlier if the
value of the Trust at any time is less than 40% of the market value of the Securities deposited into the Trust.
If you wish to receive Securities in-kind, you must elect prior to the in-kind Distribution Date of ,
2000. During the 14 business day period after that date, the Liquidation Period, the remaining Securities will
be sold and the final distribution made within 5 business days after the proceeds of the last sale are received.
</TABLE>
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
- ------------------------
(1)The number of Units will increase as the Sponsor deposits additional
Securities into the Trust. See "Unit Creation-- Deposit of Securities" in Part
B.
(2)Unit Holders will bear Organization Costs, which include 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. At the close of
the initial offering period, the Sponsor will be reimbursed for organization
costs. Organization Costs per Unit have been estimated based on a Trust with $
million of assets. If the assets of the Trust are less than $ million, the
Organization Costs per Unit may be greater than the estimate shown.
(3)You will pay a maximum total sales charge of 2.90% of the Public Offering
Price. The sales charge has two components, an Initial Sales Charge and a
Deferred Sales Charge. The Initial Sales Charge is calculated by subtracting the
Deferred Sales Charge of $20 per 100 Units from the total sales charge. On the
date of this Summary of Essential Information, the Initial Sales Charge is $
per 100 Units ( % of the Public Offering Price). The amount of the Initial
Sales Charge will change and may be more than $ per 100 Units as the value of
the Securities changes after the Initial Date of Deposit. The Initial Sales
Charge is reduced if you purchase Units with a value of $25,000 or more. (See
"Public Offering of Units--Volume Discount"). You will pay a sales charge on all
of the Securities, including the Securities held to pay Organization Costs.
To pay the Deferred Sales Charge, the Trustee will sell Trust assets equal
to $2.50 per 100 Units on each Deferred Sales Charge Payment Date (the last
business day of each month, over an 8 month period beginning , 1999). If you
sell, redeem or exchange your Units before the last Deferred Sales Charge
Payment Date the proceeds payable to you will be reduced by the amount of any
unpaid Deferred Sales Charge. Units that you purchase through the Reinvestment
Program will be subject to the Deferred Sales Charge that remains at the time of
reinvestment (see "Reinvestment Program").
(4)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates. This price is based on the total U.S. dollar value of the
Securities computed on the offer side of the relevant currency exchange rate.
(5)This is the price as of the Initial Date of Deposit only and will change
on subsequent dates. 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 brokerage costs of selling Securities
to meet redemptions, currently estimated at $1.50 per 100 Units.
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 AND EXPENSES, 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%(a) 20.00
----- ------
Maximum Sales Charge per Year.................................... 2.90% $ 29.00
----- ------
----- ------
Maximum Sales Charge Imposed Per Year on Reinvested Dividends.... $ 20.00(b)
ORGANIZATION COSTS............................................... % $
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (c)
Trustee's Fee including Estimated Expenses (d)................. % $
Sponsor's Portfolio Supervision Fee (d)........................ 0.025 0.25
Bookkeeping and Administrative Fees............................ -- --
Other Operating Expenses....................................... -- --
----- ------
Total...................................................... % $
</TABLE>
iii
<PAGE>
FEE TABLE--(continued)
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- --------- -----------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $10,000 investment,
assuming an estimated operating expense ratio and organization cost
of % and a 5% annual return on the investment throughout
the periods................................................................... $ $ $ $
The Example assumes all dividends and distributions will be reinvested and uses 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 5 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 of $20.00 per 100 Units; it will exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
The Deferred Sales Charge is paid at a rate of $2.50 per 100 Units per
month on each of the 8 Deferred Sales Charge Payment Dates, irrespective of
the purchase or redemption price per Unit. If a Holder sells Units before
all of these payments have been made, any unpaid Deferred Sales Charge will
be deducted from the sales proceeds. If the Unit purchase price exceeds
$1,000 per 100 Units, the Deferred Sales Charge will be less than 2.00%; if
the Unit purchase price is less than $1,000 per 100 Units, the Deferred
Sales Charge will exceed 2.00%.
(b) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which, as described above, may be
more or less than 2.00% of the Public Offering Price at the time of
reinvestment (see "Reinvestment Program").
(c) The estimates do not include the costs paid by the Trust of purchasing and
selling Securities.
(d) The fees accrue daily and are payable on each Distribution Date. The
Sponsor estimates that dividends from the Securities (based on the last
dividends actually paid) will be sufficient to pay the estimated expenses
of the Trust. See: "Expenses and Charges". In addition to the Trustee's
fee, brokerage costs which the Trust will pay to purchase Securities are
currently estimated at $ per 100 Units.
iv
<PAGE>
SUMMARY OF ESSENTIAL
INFORMATION--(continued)
INVESTMENT NAME AND STRUCTURE: The Morgan Stanley Dean Witter Select Equity
Trust Select Global Series 99-2 Select Global 30 Portfolio 99-2 (the "Trust")--a
unit investment trust composed of publicly-traded common stocks or contracts to
purchase those stocks (the "Securities").
OBJECTIVES: to provide income and above-average growth potential through
investment in the ten common stocks having the highest yield in the Dow Jones
Industrial Average ("DJIA") on March 31, 1999, the Financial Times Ordinary
Share Index (the "FT Index") on March , 1999, and the Hang Seng Index (the "HS
Index") on March , 1999, (the "Select 30") (the "Stock Determination Dates").
There is, however, no guarantee that the Trust will achieve its objectives.
The philosophy is simple. The Trust does not require sophisticated analysis
or an explanation of complex investment strategies, just the pure and simple
concept of buying a quality portfolio of stocks in one convenient purchase.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. Purchasing
a portfolio of these stocks through an investment in the Trust as opposed to one
or two individual stocks may achieve better overall performance and will achieve
greater diversification. There is only one investment decision instead of 30,
and two distributions to the investor during the life of the Trust instead of
many. An investment in the Trust can be cost-efficient, avoiding the odd-lot
costs of buying small quantities of securities directly. The Trust's return may
consist of a combination of capital appreciation and current dividend income.
Although the Trust is a one-year investment, the strategy is long-term.
Investors should consider reinvesting in successive trusts, if available, for at
least three to five years, to take advantage of the long-term strategy.
Reinvesting each year requires your payment of the deferred sales charge each
year.
TRUST SECURITIES: The yield for each stock in the DJIA was calculated by
annualizing the last quarterly ordinary dividend declared and dividing the
annualized dividend by the market value of the stock on March 31, 1999. The
yield for each stock in the FT Index and the HS Index was calculated by adding
together the most recent interim and final dividend declared (generally, United
Kingdom and Hong Kong companies pay one interim and one final dividend per
fiscal year) and dividing the result by the market value of the stock on March
, 1999 the Foreign Stock Determination Date. This objective determination
served as the basis for the Sponsor's selection of the ten common stocks in each
Index having the highest dividend yield.
Following the initial deposit, the Sponsor expects to deposit additional
Securities, contracts to purchase additional Securities together with a letter
of credit and/or cash with instructions to purchase additional Securities to
create Additional Units. To the extent practicable, the proportionate
relationship between the number of shares of each Security in the Portfolio will
be maintained.
PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of 30 issues
of securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
CATEGORIES AGGREGATE MARKET VALUE
OF ISSUER OF TRUST PORTFOLIO*
- ---------------------------------- ------------------------
<S> <C>
</TABLE>
* As of Initial Date of Deposit, subject to future change.
v
<PAGE>
RISK FACTORS: An investment in Units of the Trust should be made with an
understanding of the following risks associated with the Trust's fixed portfolio
of common stocks:
Risks inherent in an investment in common stocks include:
- price fluctuation,
- volatility inherent in equity securities, and
- dividends may fluctuate or not be paid at any time.
There are risks inherent in an investment in common stocks, including risks
associated with the limited rights of holders of common stock to receive
payments from issuers of that stock. These 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 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 we cannot assure that these levels
will continue.
Securities may appreciate or depreciate in value (or pay dividends)
depending on the full range of economic and market influences (both domestic and
international) affecting corporate profitability, the financial condition of
issuers and the prices of equity securities in general and the Securities in
particular. In addition, a decrease in the value of the British pound sterling
or the Hong Kong dollar relative to the U.S. dollar will adversely affect the
U.S. dollar value of the Trust's income and assets and, therefore, the value of
the Units.
The value of a Unit may decline and when you sell or redeem your Unit it may
be worth less than what you paid for it. Securities may only be sold for limited
reasons, such as a material deterioration in the financial condition of an
issuer. During the life of the trust, Securities will not be sold to take
advantage of market fluctuations.
FOREIGN ISSUERS
The portfolio is concentrated in securities of non-United States issuers.
Holding securities of these companies may involve investment risks that are
different from those involved in holding securities of domestic issuers. These
risks include future political and economic developments, the possible
imposition of withholding taxes and exchange controls, or other foreign
governmental restrictions which might adversely affect the payment of
distributions on Securities in the Portfolio.
There may be less publicly available information about a foreign issuer and
foreign issuers may not generally be subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to those
applicable to domestic issuers. Foreign securities markets generally have
substantially less volume than U.S. markets, and securities of many foreign
companies are less liquid and their prices are more volatile than those of
comparable domestic companies. Brokerage commissions and other transaction costs
on foreign securities exchanges are generally higher than in the United States
and there is generally less government supervision and regulation of exchanges,
brokers and issuers in foreign countries than there is in the United States.
Global and regional perceptions of the United Kingdom and Hong Kong markets and
currency exchange rate fluctuations should also be considered, both of which may
adversely affect the value of the foreign Securities.
HONG KONG
An investment in HS Index common stock may be considered speculative and
therefore may be appropriate only if you are able and willing to assume the
increased risks of higher price volatility, currency fluctuations and investment
in Hong Kong following its July 1, 1997 reversion to Chinese control. The HS
Index has experienced substantial volatility.
Events in Hong Kong and other Asian markets have caused and may continue to
cause volatility and declines in U.S. and British common stocks, including the
Trust Securities. The value of the Hong Kong dollar has been pegged to the U.S.
dollar. We cannot assure that this peg will continue. If the peg is removed
substantial volatility and a steep drop in the prices of Hang Seng Index stocks
may result.
vi
<PAGE>
EURO
On January 1, 1999, the third stage of European economic and monetary union
("EMU") began and the Euro became the lawful currency of the participating
member states. It is presently uncertain whether the United Kingdom will
participate in EMU. The consequences of EMU for the foreign exchange rates,
interest rates and shares and securities listed on the national stock exchanges
of member states of the European Union, whether or not a particular member state
participates in EMU, are presently unclear. These consequences may adversely
affect the value of the Securities in the Trust.
Additional Risk Factors. See also notes to "Schedule of Portfolio
Securities" and "The Trust--Risk Factors" in Part B.
DISTRIBUTION: The Trustee will distribute net income on each Distribution
Date to holders of record on the immediately preceding Record Date as set forth
on page i above. If Securities are sold and the sales proceeds are not used to
redeem Units, the sales proceeds will be distributed to Unit Holders. 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. Unit Holders can elect to reinvest their
distributions automatically in units of a New Series, if offered by the Sponsor.
Units acquired through reinvestment upon termination will be subject only to a
deferred sales charge (see "Administration of the Trust--Termination").
The Sponsor anticipates that dividends from the Securities will be
sufficient to:
- pay expenses of the Trust and
- after paying expenses, make the periodic net income distributions to Unit
Holders.
This expectation is based on the last dividend actually paid by the
companies included in the Schedule of Portfolio Securities. (See: "Expenses and
Charges" and "Administration of the Trust--Distribution".)
PUBLIC OFFERING PRICE: The Public Offering Price per 100 Units is computed
after receipt of a purchase order on the basis of
- the total value of the underlying Securities and
- cash held by the Trust.
The assets are reduced by Trust expenses and liabilities and then divided by
the number of Units outstanding times 100. A sales charge is then added. Further
details can be found on pages i and ii above, particularly footnote 3. (See
"Public Offering of Units--Public Offering Price".)
Unit Holders acquiring units in any future series through an exchange or
rollover of Units of a previous series of the Select Global 30 Portfolio will
acquire such units subject only to the Deferred Sales Charge. Investors desiring
to invest in successive trusts at a reduced sales charge must elect to do so.
MARKET FOR UNITS: The Sponsor, although not obligated to do so, intends to
maintain a market for the Units. If this 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. The sale or redemption price will
be the then current Unit net asset value including deduction for any remaining
Deferred Sales Charge.
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, generally over a 14 business day period. Unit Holders may elect
to receive shares in-kind. Cash 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 , 2000. The Trustee will
benefit from holding the cash because it can earn interest on it during the
period.
The amount realized by a Unit Holder upon termination may be less than the
amount paid by the Unit Holder. Sales of Securities in the Trust during the
period before termination and upon termination may be at a lower price than
might otherwise be realized if the sale were not required at that time. (See:
"Administration of the Trust--Distribution".)
Because the Trust is not managed and the Securities can only be sold during
the Liquidation Period or under
vii
<PAGE>
certain other limited circumstances described in this prospectus, 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. To lessen 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 these procedures will
lessen 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 forty percent of the value of all of
the Securities at the time they are acquired by the Trust.
LITIGATION AND LEGISLATION: Philip Morris Companies common stock is included
in the Portfolio. Pending legal proceedings against Philip Morris cover a wide
range of matters including product liability and consumer protection. Damages
claimed in many of the smoking and health cases alleging personal injury (both
individual and class actions), and in health cost recovery cases brought by
governments, unions and similar entities seeking reimbursement for health care
expenditures, aggregate many billions of dollars.
The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and
legislative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on the
price of Philip Morris stock over the term of the Portfolio, which could in turn
adversely affect Unit prices. A substantial decline in the price of Philip
Morris stock may result in a substantial decline in the value of a Unit.
Except as stated above, the Sponsor does not know of any pending litigation
as of the initial date of deposit that might reasonably be expected to have a
material adverse effect on the Portfolio, although pending litigation may have a
material adverse effect on the value of Securities in the Portfolio. In
addition, at any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Securities in the Portfolio or the issuers of the Securities. Changing
approaches to regulation, particularly with respect to the environment or with
respect to the petroleum or tobacco industry, may have a negative impact on
certain companies represented in the Portfolio. Future litigation, legislation,
regulation or deregulation may have a material adverse effect on the Portfolio
or may impair the ability of the issuers of the Securities to achieve their
business goals.
THE DJIA, HISTORICALLY SPEAKING
The first DJIA, consisting of 12 stocks, was published in THE WALL STREET
JOURNAL in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. Taking into account a number of name changes, 1 of the original
companies is still in the DJIA today. For two periods of 17 consecutive years
each, there were no changes to the list: March 15, 1939-July 2, 1956 and June 2,
1959-August 8, 1976.
viii
<PAGE>
<TABLE>
<CAPTION>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- -------------------------------------------------- ---------------------------------
<S> <C>
Allied Chemical Allied Signal
American Can Aluminum Co. of America
American Smelting American Express
American Sugar AT&T Corp.
American Tobacco Boeing
Atlantic Refining Caterpillar
Bethlehem Steel Chevron
Chrysler Coca-Cola
General Electric Disney, Walt
General Motors Dupont (E.I.) de
General Railway Signal Nemours & Co.
Goodrich Eastman Kodak Co.
International Harvester Exxon Corp.
International Nickel General Electric
Mack Trucks General Motors
Nash Motors Goodyear
North American Hewlett-Packard Co.
Paramount Publix IBM
Postum, Inc. International Paper
Radio Corporation of Johnson & Johnson
America (RCA) McDonald's
Sears Roebuck & Company Merck
Standard Oil of New Jersey Minnesota Mining and
Texas Corporation Manufacturing Co.
Texas Gulf Sulphur Morgan (J.P.), & Co.,
Union Carbide Incorporated
United States Steel Philip Morris Cos., Inc.
Victor Talking Machine Procter & Gamble
Westinghouse Electric Sears, Roebuck & Company
Woolworth Travelers Group
Wright Aeronautical Union Carbide
United Technologies
Wal-Mart Stores Inc.
</TABLE>
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of THE WALL STREET JOURNAL as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components are made entirely by the editors of THE WALL
STREET JOURNAL without consultation with the companies, the stock exchange or
any official agency. For the sake of continuity, such changes are made rarely.
Most substitutions have been the result of mergers, but from time to time
changes may be made to achieve a better representation. The composition of the
Dow Jones Industrial Average may be changed at any time for any reason.
THE FINANCIAL TIMES ORDINARY SHARE INDEX
The FT Index was designed to reflect changes in the United Kingdom equity
market as reflected in prices of the leading and most actively traded shares and
comprises 30 common stocks chosen by the editors of THE FINANCIAL TIMES (London)
as representative of British industry and commerce. These companies are major
factors in their industries and their stocks are widely held by individuals and
institutional investors.
Changes in the components of the FT Index are made entirely by the editors
of THE FINANCIAL TIMES without consultation with the companies, any stock
exchange or any official agency. Since the introduction of the Financial Times
Index in 1935, there has been a steady shift of emphasis in its makeup from
heavy industry towards companies engaged in service trades. Most substitutions
of companies have been the result of mergers or because of bankruptcy. The
components of the FT Index may be changed at any time for any reason. Any
changes in the components in the FT Index announced after the Foreign Stock
Determination Date will not cause a change in the identity of the common stocks
included in the Portfolio, including any Securities deposited later.
ix
<PAGE>
The FT Index began as the Financial News Industrial Ordinary Share Index in
London in 1935, became the Financial Times Industrial Ordinary Share Index in
1947 and is now known as the Financial Times Ordinary Share Index. The following
are the companies whose stocks are currently represented in the FT Index:
<TABLE>
<S> <C>
Allied-Domecq PLC Granada Group PLC
ASDA Group PLC GKN PLC
The BOC Group PLC Imperial Chemical
BTR PLC Industries PLC
Blue Circle Industries PLC Lloyds TSB Group PLC
The Boots Company PLC LucasVarity
The British Petroleum Marks & Spencer PLC
Company PLC National Westminster
British Telecommunications Bank PLC
PLC Peninsular & Oriental Steam
BG PLC Navigation Company
British Airways PLC Prudential Corp. PLC
Cadbury Schweppes PLC Reuters Holdings PLC
Diageo PLC Royal & Sun Alliance
EMI Group Insurance Group PLC
The General Electric Scottish Power PLC
Company PLC SmithKline Beecham PLC
Glaxo Wellcome PLC (A shares)
Tate & Lyle PLC
Vodafone Group
</TABLE>
THE HANG SENG INDEX
The HS Index, which was first published in 1969, comprises 33 of the stocks
listed on The Stock Exchange of Hong Kong Limited (the "Hong Kong Exchange"),
and includes companies intended to represent four major market sectors: commerce
and industry, finance, properties and utilities. The HS Index is a recognized
indicator of stock market performance in Hong Kong. It is computed by dividing
the aggregate current market value of the constituent stocks (I.E. the sum of
the products of the current market price of each stock and the number of issued
shares of such stock) by the aggregate base market value of those stocks.
Accordingly, the Hang Seng Index is strongly influenced by stocks with large
market capitalizations.
The HS Index represents approximately 70% of the total market capitalization
of the stocks listed on the Hong Kong Exchange. Any changes in the components in
the HS Index announced after the Foreign Stock Determination Date will not cause
a change in the identity of the common stocks included in the Portfolio,
including any Securities deposited later.
Following are the stocks comprising the Hang Seng Index:
<TABLE>
<S> <C>
Amoy Properties Limited Hong Kong and China Gas
Bank of East Asia Company Limited, The
Limited, The Hong Kong
Cathay Pacific Airways Telecommunications
Limited Limited
Cheung Kong (Holdings) Hongkong and Shanghai
Limited Hotels Limited, The
Cheung Kong Infrastructure Hongkong Electric Holdings
Holdings Limited Limited
China Resources Enterprise Hopewell Holdings Limited
Limited HSBC Holdings plc
China Telecom (Hong Hutchison Whampoa Limited
Kong) Limited Hysan Development
CITIC Pacific Limited Company Limited
CLP Holdings Limited New World Development
First Pacific Company Company Limited
Limited Shanghai Industrial Holdings
Great Eagle Holdings Limited
Limited Shangri-La Asia Limited
Guangdong Investment Sino Land Company Limited
Limited Sun Hung Kai Properties
Hang Lung Development Limited
Company Limited Swire Pacific Limited,
Hang Seng Bank Limited A shares
Henderson Investment Television Broadcasts Limited
Limited Wharf (Holdings) Limited,
Henderson Land The
Development Company Wheelock and Company
Limited Limited
</TABLE>
HISTORICAL STRATEGY PERFORMANCE
The following table shows the performance of:
- the S&P 500-Registered Trademark- Index
- the average of all of the stocks in each of the DJIA, FT Index and HS
Index; and
x
<PAGE>
- a hypothetical investment in approximately equal values of the ten stocks
in each of the DJIA, FT Index and HS Index having the highest dividend
yield as of the close of the last business day of the previous year for
each year indicated.
S&P 500 INDEX TOTAL RETURN:
This return is the change in value of the S&P 500 Index plus the dividend
return for the year. These returns shown are not guarantees of future
performance and should not be used as a predictor of returns to be expected in
connection with a Portfolio. These returns do not reflect sales charges,
commissions, expenses or taxes.
AVERAGE OF DJIA, FTI AND HSI TOTAL RETURN:
The Average of Total Returns for the individual years is calculated by using
a simple arithmetic average of each of the three indices' change in value plus
the dividend return for each year. There is no published index combining the
total returns of the three indices. It is not representative of any recognized
index and is purely hypothetical. The source for the FT Index and HS Index is
Datastream International, Inc. The FT Index and HS Index returns are calculated
based on U.S. dollars and reflect currency exchange rate fluctuation. Conversion
into U.S. dollars was made based on the exchange rate as of the last day of each
year as supplied by a major international bank. Past exchange rate fluctuations
are not indicative of future exchange rate movements. No adjustments have been
made to reflect taxes payable or withholding taxes.
SELECT GLOBAL 30 STRATEGY TOTAL RETURN:
This return is the change in value of a hypothetical investment in
approximately equal values of the ten highest yielding stocks in each of the
three indices as of the close of the last business day of the previous year plus
the dividend return for the year on these stocks. The average total return in
U.S. dollars of the ten highest yielding stocks in each of the three indices is
calculated. The FT Index and HS Index Select 10 Strategy Stocks are calculated
based on U.S. dollars and reflect currency exchange rate fluctuation. Conversion
into U.S. dollars in the case of those stocks was made based on the exchange
rate as of the last day of each year as supplied by a major international bank.
Past exchange rate fluctuations are not indicative of future exchange rate
movements. No adjustments have been made to reflect taxes payable or withholding
taxes.
These returns shown reflect past performance of Select Global 30 strategy
stocks (but not any trust). 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 actual Trust sales charges, expenses and commissions.
The average annual return reflects a rate of growth per year (assuming
reinvestment of all dividends at the end of each period) that a hypothetical
investment in all of the stocks in the Select Global 30 Strategy would have
provided over the 15 year period. Only the Select Global 30 Strategy figures
reflect Trust sales charges (the full sales charge in the first year; reduced
rollover sales charges deducted over an 8 month period afterwards), estimated
expenses (organization expenses deducted in the second month; other expenses
deducted evenly over 12 months) and quarterly reinvestment of dividends (a
feature not offered by the Trust). As indicated in the table, the Select Global
30 Strategy underperformed (i) a hypothetical investment in all of the stocks in
the S&P 500 Index and (ii) the Average of DJIA, FTI and HSI total returns 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 (i) the S&P 500
Index and (ii) the Average of DJIA, FTI and HSI total returns over the life of
the Trust.
xi
<PAGE>
COMPARISON OF TOTAL RETURN
<TABLE>
<CAPTION>
SELECT GLOBAL
AVERAGE OF 30
S&P 500-REGISTERED TRADEMARK- DJIA, STRATEGY
YEAR INDEX FTI AND HSI TOTAL
ENDED 12/31 TOTAL RETURN(1) TOTAL RETURNS RETURN(2)
- ----------------------- ----------------------------- ------------- -------------
<S> <C> <C> <C>
1984 5.97% 15.35% 17.94%
1985 31.06% 46.15% 48.79%
1986 18.54% 34.14% 39.15%
1987 5.67% 12.78% 17.51%
1988 16.34% 14.46% 20.66%
1989 31.23% 21.46% 17.10%
1990 -3.14% 7.33% 0.45%
1991 30.00% 29.02% 31.52%
1992 7.43% 12.75% 15.90%
1993 9.94% 52.00% 59.68%
1994 1.29% -7.31% -10.46%
1995 37.11% 26.95% 17.46%
1996 22.70% 28.66% 24.36%
1997 33.10% 7.81% 3.32%
1998 28.37% 9.60% 5.90%
Average Annual Return, 17.68% 19.81% 19.34%
1984-1998
</TABLE>
- ------------------------
(1) S&P 500-Registered Trademark- is a registered trademark of the McGraw-Hill
Companies, Inc.
(2) Reflects Trust sales charges (the full sales charge in the first year;
reduced rollover sales charges thereafter), estimated expenses and quarterly
reinvestment of dividends, but does not reflect commissions incurred in
buying and selling portfolio Securities or taxes.
In 8 of the last 15 years, the Select Global 30 Strategy each year would
have yielded a higher total return than the Average of DJIA, FTI and HSI Total
Returns.
xii
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Morgan Stanley Dean Witter Select Equity
Trust Select Global Series 99-2, Select Global 30 Portfolio 99-2 as of March 31,
1999. These financial statements are the responsibility of the Trustee. 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 31, 1999, by correspondence with The Bank of
New York, 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 Morgan Stanley Dean Witter Select Equity Trust
Select Global Series 99-2 Select Global 30 Portfolio 99-2 as of March 31, 1999
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
March 31, 1999
xiii
<PAGE>
STATEMENT OF FINANCIAL CONDITION
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
INITIAL DATE OF DEPOSIT, MARCH 31, 1999
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities
backed by an irrevocable letter of credit (a)(b)....... $
-----------
Total................................................. $
-----------
-----------
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities
Deferred portion of sales charge (c).................. $ 5,000.00
Organization Costs (b)................................
-----------
Subtotal.............................................. $
-----------
Interest of Unit Holders--
Units of fractional undivided interest outstanding:
Cost to investors (d)................................. $
Less: Gross underwriting commissions (e)..............
Less: Organization Costs (b)..........................
-----------
Net amount applicable to investors...................... $
-----------
Total................................................. $
-----------
-----------
</TABLE>
xiv
<PAGE>
- ------------------------
(a) The aggregate U.S. dollar 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". A
$ irrevocable letter of credit drawn on , New York
Branch has been deposited with the Trustee.
(b) A portion of the Public Offering Price consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in establishing
the Trust. The Sponsor will be reimbursed for the organization costs at the
close of the initial offering period. Organization costs per unit have been
estimated based on a Trust with projected total assets of $ million. To the
extent the assets of the Trust are less than $ million, the organization
costs may be less, although the per Unit amount may increase. If the assets
of the Trust are more, the organization costs may be higher, although the
per Unit amount may decrease.
(c) Represents the aggregate amount of mandatory distributions of $2.50 per 100
Units per month payable on the last business day of each month from ,
1999 through , 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
, 1999, the remaining portion of the obligation applicable to such
Units will be transferred to such account on the redemption date.
(d) The aggregate Public Offering Price is computed based on the closing sale
price of the underlying Securities as of March 31, 1999.
(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".
xv
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
ON INITIAL DATE OF DEPOSIT, MARCH 31, 1999
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE PERCENTAGE
ANNUAL RELATIONSHIP OF AGGREGATE PRICE PER COST OF
PORTFOLIO DIVIDEND PER NUMBER OF BETWEEN NO. MARKET VALUE SHARE TO SECURITIES
NO. NAME OF ISSUER SHARE (1) SHARES OF SHARES OF TRUST TRUST TO TRUST (2)(3)
- --------- ---------------------------- ------------ --------- ------------- ------------ ------------ ---------------
<C> <S> <C> <C> <C> <C> <C> <C>
DJIA STOCKS
1. Caterpillar $ % % $ $
2. Chevron
3. DuPont (E.I.) de Nemours &
Co.
4. Eastman Kodak Co.
5. Exxon Corp.
6. General Motors Corp.
7. Goodyear Tire and Rubber
Company
8. Minnesota Mining &
Manufacturing Co.
9. Morgan (J.P.), & Co., Inc.
10. Philip Morris Cos., Inc.
FT INDEX STOCKS
11. Allied-Domecq PLC
12. Blue Circle Industries PLC
13. BOC Group PLC
14. British Airways PLC
15. BTR PLC
16. EMI Group
17. Imperial Chemical Industries
PLC
18. Peninsular & Oriental Steam
Navigation Company
19. Royal & Sun Alliance
Insurance Group PLC
20. Tate & Lyle PLC
HS INDEX STOCKS
21. Amoy Properties Limited
22. Bank of East Asia Limited
23. Great Eagle Holdings Limited
24. Hang Seng Bank Limited
25. Henderson Investment Limited
26. Hong Kong Telecommunications
Limited
27. Hongkong and Shanghai Hotels
Limited
28. Hongkong Electric Holdings
Limited
29. Hysan Development Company
Limited
30. Wharf Holdings Limited
--------- ---------------
$
--------- ---------------
--------- ---------------
</TABLE>
- --------------------------
(1) Based on the latest quarterly or semiannual declaration in the case of
stocks in the DJIA and the most recent interim and final dividends declared
in the case of Foreign Securities. There can be no assurance that future
dividend payments, if any, will be maintained in an amount equal to the
dividend listed above.
(2) All Securities are represented entirely by contracts to purchase entered
into by the Sponsor on March 31, 1999. Valuation of Securities by the
Trustee was made on the basis of the closing sale price on the applicable
exchange converted into U.S. dollars at the offer side of the exchange rate
at the Evaluation Time on March 31, 1999. The aggregate purchase price to
the Sponsor for the Securities deposited in the Trust is $ .
(3) The Sponsor had a loss of $ on the Initial Date of Deposit.
xvi
<PAGE>
The Sponsor and its affiliates 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 related options. The Sponsor, its affiliates, directors, elected
officers, employees and employee benefits programs may have either a long or
short position in any Security or related options.
xvii
<PAGE>
PROSPECTUS PART B
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
Dean Witter Reynolds Inc. (the "Sponsor") and The Bank of New York (the
"Trustee") signed a Trust Indenture and Agreement and a related Reference Trust
Agreement that created this series of the Morgan Stanley Dean Witter Select
Equity Trust under the laws of the State of New York. Dean Witter Reynolds Inc.
is a principal operating subsidiary of Morgan Stanley Dean Witter & Co., a
publicly-held corporation.
THE TRUST
OBJECTIVES AND SECURITIES SELECTION
The objectives of the Trust are:
- to offer above-average growth potential through an investment for
approximately one year in a fixed portfolio of publicly-traded common
stock, and
- to provide income.
The Trust's Securities* were chosen in the manner described in the "Summary
of Essential Information" in Part A. There is, of course, no guarantee that the
Trust will achieve its objectives.
SUMMARY DESCRIPTION OF THE PORTFOLIO
The Trust consists of:
(1) the Securities listed under "Schedule of Portfolio Securities" as
may continue to be held in the Trust;
(2) any additional Securities and contributed cash that the Trust
acquires and holds pursuant to the provisions of the Indenture;
(3) undistributed income; and
(4) undistributed cash realized from the disposition of Securities See:
"Administration of the Trust".
Because the Trust may sell certain Securities or reduce their percentage
under certain circumstances, and may acquire additional Securities from time to
time, the Trust is not expected to retain for any length of time its present
size and exact composition. See: "Unit Creation--Deposit of Securities" and
"Administration of the Trust--Portfolio Supervision".
- ------------------------
* The term "Securities" includes the initially deposited common stock, and any
additional common stock or contracts to purchase additional common stock,
subsequently acquired by the Trust pursuant to the Indenture and Agreement.
<PAGE>
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 increase the Trust's net asset value. Further, the
Trust may dispose of its Securities only under limited circumstances. See:
"Administration of the Trust--Portfolio Supervision".
The Trust is an unmanaged, fixed portfolio of common stocks. After the
selection and the initial deposit of Securities, the Securities may no longer
rank among the ten stocks in the DJIA, the FT Index, or the HS Index having the
highest dividend yield (other securities having replaced them in these
rankings), the yields on the Securities in the portfolio may change or the
Securities may no longer be included in the Indices.
On and after the Initial Date of Deposit, however, the Sponsor expects to
deposit additional Securities and sell the additional Units created. These
deposits generally will reflect the Portfolio, in terms of stocks and their
proportionate number of shares, as of the Initial Date of Deposit. 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. The Securities were
selected irrespective of any buy or sell recommendation by the Sponsor or any
affiliate.
There is no assurance that the Trust will declare or pay any distributions
in the future.
RISK FACTORS
If you invest in Units of the Trust, you should understand the risks
pertaining to an investment in publicly-traded common stock. These risks include
the risk that the value of the Portfolio and hence of the Units will decline
with decreases in the market value of the Securities. See the risks described in
the "Summary of Essential Information" in Part A of the Prospectus, as well as
those set forth below. The Trust will end and liquidate no later than the
Mandatory Termination Date set forth in the "Summary of Essential Information".
There is no assurance that the objectives of the Trust will be met because
the Securities may rise or fall in value, and pay dividends, depending on the
full range of economic and market influences affecting:
- corporate profitability,
- the financial condition of issuers,
- the prices of equity securities in general, and
- the stocks that this Trust buys in particular.
As the Sponsor creates Additional Units, all Units may represent more or
less of a particular Security, in terms of percentage of aggregate market value
of the portfolio. In addition, the brokerage fees incurred in purchasing
Securities with the 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 have their holdings diluted as a result of any such brokerage fees.
Deferred Sales Charge
On each Deferred Sales Charge Payment Date, the Trust will sell Securities
pro rata in an amount equal to $2.50 per 100 Units to pay the Deferred Sales
Charge. The Trust will distribute the proceeds of sale to the Sponsor. As the
Trust sells Securities to pay the Deferred Sales Charge a Unit Holder's assets
will be reduced and income per Unit may be reduced.
2
<PAGE>
Fluctuating Security Value
The value of the 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 (1) the risk that
the financial condition of one or more of the issuers of the Securities may
worsen; or (2) the general condition of the common stock market may weaken. In
either 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. Investors base these
perceptions upon 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 conditions.
The Sponsor cannot predict the direction or scope of any of these factors.
Additionally, stock markets have recently been at historically high levels and
we cannot give any assurance that these levels will continue.
Therefore, we can give no assurance that the Trust will effectively achieve
its objectives over its one-year life. We can likewise give no assurance that
future portfolios selected using the same methodology as the Trust during
consecutive one-year periods will meet their objectives. The Trust is not
designed to be a complete equity investment program.
Payment Risks
There are certain payment risks involved in owning common stocks. Risks
include those arising from the fact that holders of common and preferred stocks
have rights to receive payments from the issuers of those stocks. These rights
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.
Holders of common stocks such as those in the Portfolio also have a right 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. This
rate is normally on a cumulative basis. Holders of preferred stocks do not
ordinarily participate in other amounts available for distribution by the
issuing corporation. Issuing corporations must pay cumulative preferred stock
dividends before common stock dividends.
Any cumulative preferred stock dividend omitted is added to future dividends
payable to the holders of such cumulative preferred stock. Preferred stocks also
have 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.
Therefore, they do not offer any assurance of income or provide the degree of
protection of capital of debt securities.
3
<PAGE>
The issuance of debt securities, as compared with both preferred and common
stock, will create prior claims for payment of principal and interest in the
case of debt securities. The issuance of preferred stock, as compared with
common stock, will create prior claims for payment of dividends and liquidation
preferences in the case of preferred stock. These prior claims could adversely
affect (1) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed principal amount and a maturity date but have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Common stocks are thus unlike debt securities which typically have a stated
principal amount payable at maturity; the amount payable will be subject to
market fluctuations prior thereto. Common stocks also differ from preferred
stocks which typically have a liquidation preference and which may have stated
optional or mandatory redemption provisions. 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 fluctuate over the
entire life of the Trust to values higher or lower than those 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, the Trustee will not dispose of
Securities solely as a result of normal fluctuations in market value.
FOREIGN ISSUERS. Investment in a Portfolio in which the majority of the
securities are securities of foreign issuers involves investments risks that are
different in some respects from an investment in a trust that invests in
securities of domestic issuers. Those investment risks include future political
and economic developments and the possible establishment of exchange controls or
other governmental restrictions which might adversely affect the payment or
receipt of payment of dividends on the relevant Securities. In addition, for the
foreign issuers that are not subject to the reporting requirements of the
Securities Exchange Act of 1934, there may be less publicly available
information than is available from a domestic issuer. Also, foreign issuers are
not necessarily subject to uniform accounting, auditing and financial reporting
standards, practices and requirements such as those applicable to domestic
issuers.
FOREIGN EXCHANGE RATES. Securities issued by non-U.S. issuers generally pay
dividends in foreign currencies, and are principally traded in foreign
currencies. Therefore, there is a risk that the United States dollar value of
these Securities will vary with fluctuations in the United States dollar foreign
exchange rates for the relevant currencies. A decline in the U.K. or Hong Kong
foreign currency relative to the U.S. dollar will adversely affect the value of
the Securities valued in that currency.
Moreover, speculation that a given exchange rate may change, even without
any actual change, may result in Securities' price fluctuation. For example,
during October, 1997, the Hang Seng Index experienced substantial volatility,
including a decline in value of approximately 38% from October 20 through
October 28. This was due to, among other things, the widely held concern and
speculation that the Hong Kong dollar's peg to the U.S. dollar (in place since
1983) might be removed in the near future, and a resulting steep rise in Hong
Kong's interest rates. As of March 31, 1999, the peg remains, although there can
be no assurance that this will continue, particularly in the light of concerns
about the possible devaluation of China's Renminbi. Should the peg be removed,
further and significant volatility and decline in Hang Seng stocks, including
the Trust Securities, may occur.
These events in Hong Kong and other Asian markets have caused and may
continue to cause volatility and declines in U.S. and British common stocks,
including the Trust Securities.
A Portfolio of securities that are principally traded in foreign currencies
involves investment risks that are substantially different from an investment in
a trust which invests in securities that are principally traded in United States
dollars. This is because the United States dollar value of a Portfolio (and
hence of the Units) and of the distributions from the Portfolio will vary with
fluctuations in the United States dollar foreign exchange rates for the relevant
currencies. Most foreign currencies have fluctuated
4
<PAGE>
widely in value against the United States dollar for many reasons, including
supply and demand of the respective currency, the soundness of the world economy
and the strength of the respective economy as compared to the economies of the
United States and other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty, which established a system of fixed
exchange rates and the convertibility of the United States dollar into gold
through foreign central banks. Starting in 1971, growing volatility in the
foreign exchange markets caused the United States to abandon gold convertibility
and to effect a small devaluation of the United States dollar. In 1973, the
system of fixed exchange rates between a number of the most important industrial
countries of the world, among them the United States and most Western European
countries, was completely abandoned. Subsequently, major industrialized
countries have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating international
market. Many smaller or developing countries have continued to "peg" their
currencies to the United States dollar although there has been some interest in
recent years in "pegging" currencies to "baskets" of other currencies or to a
Special Drawing Right administered by the International Monetary Fund.
As stated above, since 1983, the Hong Kong dollar has been pegged to the
U.S. dollar, although there is no assurance that this will continue in the
future.
In Europe a European Currency Unit ("ECU") has been developed. Currencies
are generally traded by leading international commercial banks and institutional
investors (including corporate treasurers, money managers, pension funds and
insurance companies). From time to time, central banks in a number of countries
also are major buyers and sellers of foreign currencies, mostly for the purpose
of preventing or reducing substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual and
proposed government policies on the value of the currencies, interest rate
differentials between the currencies, the balance of imports and exports of
goods and services and transfers of income and capital from one country to
another. These economic factors are influenced primarily by a particular
country's monetary and fiscal policies (although the perceived political
situation in a particular country may have an influence as well--particularly
with respect to transfers of capital). Investor psychology may also be an
important determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative strength or
weakness of a particular currency may sometimes exercise considerable
speculative influence on currency exchange rates by purchasing or selling large
amounts of the same currency or currencies. However, over the long term, the
currency of a country with a low rate of inflation and a favorable balance of
trade should increase in value relative to the currency of a country with a high
rate of inflation and deficits in the balance of trade.
5
<PAGE>
The following table sets forth recent end-of-month United States dollar
exchange rates for the British pound sterling and the Hong Kong dollar.
Fluctuations of the rates that have occurred in the past are not necessarily
indicative of fluctuations that may occur over the life of the Trust:
FOREIGN EXCHANGE RATES
END-OF-MONTH
U.S. DOLLAR
EXCHANGE RATES
<TABLE>
<CAPTION>
1997: U.S.$/L HK$/U.S.$ 1998: U.S.$/L HK$/U.S.$
- --------------- --------- ----------- --------------- --------- -----------
<S> <C> <C> <C> <C> <C>
January 1.60130 7.7490 January 1.63250 7.7345
February 1.62910 7.7435 February 1.64755 7.7425
March 1.63150 7.7490 March 1.67580 7.7480
April 1.62230 7.7464 April 1.67250 7.7485
May 1.63550 7.7485 May 1.63130 7.7490
June 1.66510 7.7470 June 1.66970 7.7480
July 1.64170 7.7410 July 1.63450 7.7477
August 1.62020 7.7495 August 1.67190 7.7490
September 1.61570 7.7380 September 1.69970 7.7490
October 1.67830 7.7300 October 1.67410 7.7455
November 1.68920 7.7303 November 1.64870 7.7430
December 1.65530 7.7495 December 1.66630 7.7475
Source: Datastream International, Inc.
</TABLE>
6
<PAGE>
The following table shows fluctuations in the value of the British pound and
Hong Kong dollar relative to the United States dollar in the past ten years.
FOREIGN EXCHANGE RATES
RANGE OF FLUCTUATIONS IN FOREIGN CURRENCY
<TABLE>
<CAPTION>
U.S. HONG KONG
DOLLAR/BRITISH DOLLAR/ U.S.
PERIOD POUND STERLING DOLLAR
- --------- ----------------- ---------------
<S> <C> <C>
1989 1.82550-1.50900 7.8155-7.7730
1990 1.97750-1.59250 7.8155-7.7543
1991 1.99900-1.60000 7.7875-7.7160
1992 2.00440-1.50780 7.7770-7.7200
1993 1.59280-1.41820 7.7650-7.7235
1994 1.63800-1.46100 7.7525-7.7225
1995 1.64100-1.52900 7.7660-7.7300
1996 1.70050-1.49550 7.7444-7.7160
1997 1.70460-1.57750 7.7838-7.7210
1998 1.71930-1.61345 7.7500-7.7285
Source: Datastream International, Inc.
</TABLE>
The Trustee will estimate current exchange rates for the relevant currencies
based on activity in the various currency exchange markets. However, since these
markets are volatile, depending on the activity at any particular time of the
large international commercial banks, various central banks, large multinational
corporations, speculators and other buyers and sellers of foreign currencies,
and since actual foreign currency transactions may not be instantly reported,
the exchange rates estimated by the Trustee may not be indicative of the amount
in United States dollars the Trust would receive had the Trustee sold any
particular currency in the market.
The foreign exchange transactions of a Trust may be concluded by the Trustee
with foreign exchange dealers acting as principals either on a spot (I.E., cash)
buying basis or on a forward foreign exchange basis on the date a Trust is
entitled to receive the applicable foreign currency. These forward foreign
exchange transactions will generally be of as short a duration as practicable
and will generally settle on the date of receipt of the applicable foreign
currency involving specific receivables or payables of the Trust accruing in
connection with the purchase and sale of its Securities and income received on
the Securities or the sale and redemption of Units. These transactions are
accomplished by contracting to purchase or sell a specific currency at a future
date and price set at the time of the contract. The cost to the Trust of
engaging in these foreign currency transactions varies with such factors as the
currency involved, the length of the contract period and the market conditions
then prevailing. Since transactions in foreign currency exchange are usually
conducted on a principal basis, fees or commissions are not normally involved.
Although foreign exchange dealers trade on a net basis, they do realize a profit
based upon the difference between the price at which they are willing to buy a
particular currency (bid price) and the price at which they are willing to sell
the currency (offering price). The relevant exchange rate used for evaluations
of the Securities may include the cost of buying or selling, as the case may be,
of any forward foreign exchange contract in the relevant currency.
EXCHANGE CONTROLS. On the basis of the best information available to the
Sponsor at the present time none of the Foreign Securities is subject to
exchange control restrictions under existing law which would materially
interfere with payment to the Portfolio of amounts due on the Foreign Securities
either because the particular jurisdictions have not adopted any currency
regulations of this type or because the issues qualify for an exemption or the
Portfolio, as an extraterritorial investor, has qualified its purchase of the
Foreign Securities as exempt by following applicable "validation" or similar
regulatory or exemptive procedures. Exchange control regulations in the future
might adversely affect payments to the Trust.
7
<PAGE>
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of foreign
Securities in the Portfolio and on the ability of the Trust to satisfy its
obligation to redeem Units tendered to the Trustee for redemption (see
"Redemption").
LIQUIDITY. Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration requirements
of the Act. Sales of non-exempt Securities by a Trust in United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these Securities by a Trust will generally be
effected only in foreign securities markets. Although the Sponsor does not
believe that a Trust will encounter obstacles in disposing of the Securities,
investors should realize that the Securities may be traded in foreign countries
where the securities markets are not as developed or efficient and may not be as
liquid as those in the United States. To the extent the liquidity of these
markets becomes impaired, however, the value of a Trust when responding to a
substantial volume of requests for redemption of Units (should redemptions be
necessary despite the market making activities of the Sponsor) received at or
about the same time could be adversely affected. This might occur, for example,
as a result of economic or political turmoil in a country in whose currency a
Trust had a substantial portion of its assets invested or should relations
between the United States and such foreign country deteriorate markedly.
Even though the Securities are listed, 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 a Trust will be adversely
affected if trading markets for the Securities are limited or absent.
The information set forth below has been extracted from various governmental
and private publications, but no representation can be made as to its accuracy;
furthermore, no representation is made that any correlation exists between the
state of the economy of the United Kingdom and the economy of Hong Kong and the
value of any Securities held by the Trust.
UNITED KINGDOM
The Portfolio contains common stocks of United Kingdom companies engaged in
such industries as the building materials industry, the food and beverage
industry, the automotive/aviation industry, the transportation industry,
engineering, finance and utilities.
The economy of the United Kingdom is focused upon the private services
sector, which includes the wholesale and retail sector, banking, finance,
insurance and tourism. Services as a whole account for a majority of the United
Kingdom's gross national product and make a significant contribution to the
country's balance of payments. London is one of the world's major financial
centers, with a substantial part of the business international in nature. The
continuance of London as an international financial center is dependent on,
among other things, a favorable regulatory regime and its success against
foreign competition. Current risks affecting the United Kingdom's economy
include over-expansion of the economy, increased taxation and political
instability.
In addition, the United Kingdom is a member of the European Union (the
"EU"). The EU was established by the Treaty on Economic Union signed at
Maastricht which came into force on November 1, 1994. The aim of the Maastricht
Treaty is to build on the economic and monetary integration put in place by the
treaties establishing the European Communities and to extend the scope of the EU
to matters such as social policy, international relations and defense. One of
the central aims of the Maastricht Treaty is to create an internal market in the
EU. The basic legal framework to assure the free circulation of goods, services
and capital is well advanced and systematic controls at internal borders on
goods, capital and services have been abolished. The EU now consists of 15
nations, having expanded with the accession of Sweden, Finland and Austria on
January 1, 1995. The EU is a powerful trade bloc with a combined population of
approximately 350 million people and an annual gross national product of more
than $5.5 trillion. The recent rapid political and social change throughout
Europe make the extent and nature of future economic development in the
8
<PAGE>
United Kingdom and Europe and the impact of such development upon the value of
the Securities in the Portfolio impossible to predict at present. Volatility in
oil prices could slow economic development throughout Western Europe; moreover,
it is not possible to predict accurately the effect of the current political and
economic situation upon the long-term inflation and balance of trade cycles and
how these changes would affect the currency exchange rate between the U.S.
dollar and the British pound sterling.
At the start of the third stage of European economic and monetary union
("EMU") which began on January 1, 1999, the euro became the lawful currency of
the participating member states. It is presently uncertain whether the United
Kingdom will participate in EMU. The consequences of EMU for the foreign
exchange rates, interest rates and shares and securities listed on the national
stock exchanges of member states of the European Union, whether or not a
particular member state participates in EMU, are presently unclear. Such
consequences may adversely affect the value of the Securities in the Trust.
HONG KONG
The Portfolio contains common stocks of companies trading on the Hong Kong
Exchange and engaged in such businesses as hotels, property and real estate,
textiles, telecommunications and utilities. Hong Kong, which was established as
a colony of Great Britain in the 1840's, is situated on and adjacent to the
southern coast of the People's Republic of China ("China"). It is currently a
Special Administrative Region of China. An investment in Securities in the HS
Index may be considered speculative and therefore may be appropriate only if you
are able and willing to assume the increased risks of higher price volatility,
currency fluctuations and the increased risks of investment in Hong Kong
following its reversion to Chinese control. Under British rule, the Hong Kong
government generally followed a laissez-faire policy towards industry, and this
general policy appears to have continued under Chinese rule, though during
August 1998, notably, the Hong Kong government intervened in the market and
purchased significant amounts of stocks listed on the Hong Kong Exchange. There
are limited import and export restrictions, and regulation of business is
generally less than in other developed countries.
HONG KONG'S REVERSION TO CHINESE SOVEREIGNTY. Hong Kong reverted to Chinese
sovereignty effective July 1, 1997. Hong Kong's new constitution is the Basic
Law (promulgated by China in 1990), which took effect on July 1, 1997. The Basic
Law binds executive, legislative and judicial branches of the government and
provides a framework in which Hong Kong's legal system can continue.
The Basic Law provides that for the next fifty years Hong Kong will retain a
"high degree of autonomy," except in defense and foreign affairs. While China
has committed to preserve for fifty years the capitalist economy, legal system,
and social freedoms currently enjoyed in Hong Kong, there can be no assurance
that China will abide by its commitment. The implementation of the Basic Law is
subject to China's interpretation and no assurance can be given as to the
continuing effect of the resumption of Chinese sovereignty on Hong Kong or the
Hong Kong stock market. Hong Kong has been sensitive to political events.
Continued political instability could adversely affect the Hong Kong economy and
therefore the value of the Portfolio.
The first election of the Legislative Council of Hong Kong (Legco) was held
in May, 1998. Disagreements had arisen over the fairness of the election. The
first election witnessed a 53% turn out of registered voters and produced a
Legco where the Democratic Party holds thirteen of the available sixty seats,
forming the largest single block of party affiliated Legco members. However,
continued doubts about the effective nature of Legco's influence as a governing
body, concerns about China's commitment to the political autonomy of Hong Kong
and disagreements between members of Legco may affect public confidence in the
securities markets, increase market volatility and may adversely affect the
Trust.
Hong Kong Exchange
Formal trading of securities was established in Hong Kong in 1891, when the
Association of Stockbrokers in Hong Kong was formed. It was renamed the Hong
Kong Stock Exchange in 1914. In 1969, the Far East exchange was formed, followed
by the Kam Ngan Stock Exchange in 1971 and the Kowloon Stock Exchange in 1972.
These four exchanges were merged to form The Stock Exchange of Hong Kong Limited
(the "Hong Kong Exchange"), which commenced trading on April 2, 1986. With a
total market capitalization as of June 30, 1998 of approximately US$304 billion,
the Hong Kong Exchange is the second largest stock market in
9
<PAGE>
Asia, measured by market capitalization, behind that of Japan. The Securities
and Futures Commission, which was established by the Hong Kong government in May
1989 in response to the difficulties encountered in Hong Kong's financial
markets at the time of the October 1987 world stock market crash, exercises
supervision of the securities, financial investment and commodities futures
industry.
Volatility of the Hang Seng Index
Securities prices on the Hang Seng Index can be highly volatile and are
sensitive to developments in both Hong Kong and China, as well as other world
markets. An investment in Hang Seng Index common stock, including the Securities
in this Trust, may be considered speculative and presenting substantial risks.
For example, in 1989, the Hang Seng Index rose to 3,310 in May from its
previous year-end level of 2,687 but fell to 2,094 in early June following the
events at Tiananmen Square. The Hang Seng Index gradually climbed in subsequent
months but fell by 181 points on October 13, 1989 (approximately 6.5%) following
a substantial fall in the U.S. stock market, and at the year end, closed at a
level of 2,837. Also during 1994, the Hang Seng Index lost approximately 31% of
its value.
There can be no assurance that similar volatility will not be experienced in
the future. Factors which may cause added volatility of the Hang Seng Index
include, but are not limited to, those discussed below. (See "Additional Hong
Kong Risk Factors" below.)
The following table demonstrates the volatility of the Hang Seng Index in
comparison to that of the Financial Times Index and the Dow Jones Industrial
Average by showing for each index the number of trading days during the period
from January 1, 1998 through December 31, 1998 on which the value of the index
in local currency gained or lost 1%, 2% and 3% of its value as of the previous
trading day.
<TABLE>
<CAPTION>
NUMBER OF TRADING DAYS WITH GAINS OR
LOSSES SHOWN
PERCENTAGE -------------------------------------
GAINS OR LOSSES DOW JONES
IN VALUE OF HANG SENG FT INDUSTRIAL
INDEX INDEX INDEX AVERAGE
- -------------------------- --------- --------- ---------------
<S> <C> <C> <C>
1.00 - 1.99%.............. 74 64 66
2.00 - 2.99%.............. 29 17 12
3.00% or more............. 54 9 8
</TABLE>
Since 1979, the Heng Seng Index has periodically fallen by 10% or more over
a five-day period. Previous performance is no guarantee of future results; any
index may display more or less volatility in the future.
Hong Kong Real Estate Companies
The Hang Seng Index is heavily weighted in common stocks of companies
engaged in real estate asset management, development, leasing, property sales
and other related activities. Investment in securities issued by these real
estate companies should be made with an understanding of the many factors which
may have an adverse impact on the credit quality of the particular company or
industry. Generally, these include economic recession, the cyclical nature of
real estate markets, competitive overbuilding, the supply of land for
construction made available by the Hong Kong government, changing demographics,
changes in governmental regulations (including tax laws and environmental,
building, zoning and sales regulations), increases in real estate taxes or costs
of material and labor, the inability to secure performance guarantees or
insurance as required, the unavailability of investment capital and the
inability to obtain construction financing or mortgage loans at rates acceptable
to builders and purchasers of real estate. Additional risks include an inability
to reduce expenditures associated with a property (such as mortgage payments and
property taxes) when rental revenue declines, and possible loss upon foreclosure
of mortgaged properties if mortgage payments are not paid when due.
Recently, in the wake of Chinese economic development and reform, certain
Hong Kong real estate companies and other investors began purchasing and
developing real estate in China, including Beijing, the Chinese capital. By
1992, however, some of
10
<PAGE>
the major development areas in China began to experience a rise in real estate
prices and construction costs, a growing supply of real estate and a tightening
of credit markets. Speculative activities have abated and rentals have also
suffered in the subdued property market. Any worsening of these conditions could
affect the profitability and financial condition of Hong Kong real estate
companies and could have a materially adverse effect on the value of the
Portfolio. Hong Kong real estate companies also could be materially adversely
affected by other factors, including those discussed below (see "Additional Hong
Kong Risk Factors" below).
Additional Hong Kong Risk Factors
MOST FAVORED NATION STATUS. China (like most other nations) currently enjoys
a most favored nation status ("MFN Status") from the United States, which is
subject to annual review by the President of the United States. Revocation of
the MFN Status would have a severe effect on China's trade and thus could have a
materially adverse effect on the value of the Portfolio.
OTHER ECONOMIC FACTORS. Hong Kong is subject to a relatively high inflation
rate of approximately 8.7% in 1995, 6.3% in 1996 and 5.8% in 1997. Any downturn
in economic growth or increase in the rate of inflation in Hong Kong could have
a materially adverse effect on the value of the Portfolio. In addition, risks
resulting from the $US/$HK pegging or their de-pegging could have an adverse
effect on the value of the Portfolio. Because of Hong Kong's vulnerability as a
small territory with an open nature, the government often struggles in its
attempt to protect the economy from external influences. Due to strong economic
ties that have developed since 1978, the economy is particularly affected by
factors in China. The performance of certain companies listed on the Hong Kong
Exchange is linked to the economic climate of China. Any downturn in economic
growth or increase in the rate of inflation in China could have a materially
adverse effect on the value of the Portfolio.
Possible Lack of Market
We can give no assurance that a market will be made for any of the
Securities, that any market for the Securities will continue or that the
Securities in any markets made will be liquid. 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.
Year 2000 Problem
Like other investment companies, financial and business organizations and
individuals around the world, the Trust depends on the smooth functioning of
computer systems. The Trust could undergo difficulties if computer systems, such
as those used by the Sponsor or Trustee, do not properly process and calculate
date-related information and data concerning dates on or after January 1, 2000.
Many computer systems in use today cannot recognize the year 2000, but revert to
1900 or some other date, due to the manner in which dates were encoded and
calculated. That failure could have a negative impact on the handling of
securities trades, pricing, and Trust services, among other things. This is
commonly known as the "Year 2000 Problem." The Sponsor and Trustee are taking
steps that they believe are reasonably designed to address the Year 2000 Problem
with respect to computer systems that they use. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any adverse impact
to the Trust, and interaction with other non-complying computer systems may have
an adverse effect on the Trust.
The Year 2000 Problem is expected to affect business entities, which may
include issuers of the Trust's Securities, to varying extent and based upon a
number of factors, including, but not limited to, industry sector and level of
technological sophistication. The Sponsor is unable to predict what impact, if
any, the Year 2000 Problem will have on issuers of the Securities contained in
the Trust.
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Reimbursement Costs
The Securities intended to be used to reimburse the Sponsor for the Trust's
organization costs may decrease in value during the initial offering period. To
the extent the proceeds from the sale of these Securities are insufficient to
repay the Sponsor for the organization costs, the Trustee will sell additional
Securities to allow the full reimbursement of the Sponsor. In that event, the
net asset value per Unit will be reduced by the amount of additional Securities
sold.
UNIT CREATION--DEPOSIT OF SECURITIES
On the date that the Trust was created, 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 the
Securities. The Securities were deposited at prices equal to their market value
as determined by the Trustee. The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities. The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust Agreement. The Trustee then
immediately recorded the Sponsor as owner of the units comprising the entire
ownership of the Trust.
Through this 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 if they cannot be sold in the
secondary market which the Sponsor, although not obligated to, proposes to
maintain. A secondary market for Units is a market where Units are bought and
sold after their original issue. 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 by Unit Holder of Units for redemption. The
Trustee has not participated in the selection of Securities for the Trust.
Neither the Sponsor nor the Trustee will be liable in 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. You may find the original
proportionate relationships on the Initial Date of Deposit in the "Schedule of
Portfolio Securities". The original proportionate relationships are subject to
adjustment under certain limited circumstances. See: "Administration of the
Trust--Portfolio Supervision". Under the Indenture and Agreement, the Sponsor
can deposit additional Securities and contracts to purchase additional
Securities together with a letter of credit or cash. The Sponsor may then give
instructions to the Trustee to purchase additional Securities in order to create
additional Units. Any such additional deposits made in the 90 day period
following the creation of the Trust will consist of securities of the same
issuers as those already in the Trust. These deposits 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. After the 90 day period following the
Initial Date of Deposit any deposit of additional Securities and cash must
replicate the portfolio exactly as it was immediately prior to such deposit.
Since the Sponsor deposits cash or a letter of credit in lieu of cash and
gives instructions to the Trustee to purchase additional Securities to create
Additional Units, 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. This is because the price of a Security fluctuates between the
time the cash is deposited and the time the cash is used to purchase the
Security.
The Trustee may hold any cash deposited with instructions to purchase
Securities in an interest bearing account. Any interest earned on such cash will
be the property of the Trust. Unit Holders will receive, as a distribution on
the earlier of (1) the first Distribution Date or (2) 90 days after the Initial
Date of Deposit:
- any cash deposited with instruction to purchase Securities that is not
used to purchase Securities, and
- any interest not used to pay Trust expenses.
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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. To do so, the Trust may enter 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
the Trust will bear. See "Summary of Essential Information". The Sponsor cannot
currently predict the actual market impact of the Sponsor's purchases of
additional Securities because it does not know the actual volume of Securities
to be purchased and the supply and price of such Securities.
This prospectus may be used to continuously offer additional Units for sale
to the public. Units will be sold by the Sponsor 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 Sponsor
will reject the investor's order. The number of Units available may be
insufficient to meet demand. This may be 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. You will be deemed to have placed a new order for that number of Units
each day until that order is accepted. The Sponsor will execute your order, when
Units are available, at the Public Offering Price next calculated after the
Sponsor accepts your continuing order. You will, of course, be able to revoke
your 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. The Sponsor will first fill orders received first. However, the
Sponsor will accept indications of interest prior to the effectiveness of the
registration of the offering of Trust Units which become orders upon
effectiveness according to the order in which the Sponsor receives the
indications of interest.
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 you redeem any Units, the
amount of Securities in the Trust will decline, and the fractional undivided
interest represented by each remaining Unit in the balance of the Trust will
increase. However, if the Trust issues Additional Units, the Securities in the
Trust will increase by amounts allocable to such Additional Units and the
fractional undivided interest in the Trust will fall. Units will remain
outstanding until you or any Unit Holder, including the Sponsor, redeem them
upon tender to the Trustee, or until the termination of the Trust on the terms
specified in the Indenture and Agreement. Only the Trustee can redeem Units. You
can redeem your Units, sell them to the Sponsor if the Sponsor is willing to buy
the Units or hold them until the Trust terminates.
TAX STATUS OF THE TRUST
As used in this prospectus, "U.S. Holder" means a Unit Holder that is for
United States federal income tax purposes a resident of the United States or a
United States domestic corporation. A partnership, estate or trust is a U.S.
Holder if its income is subject to tax in the United States as a resident.
UNITED STATES TAXATION
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. Income received by the Trust will be treated as income
of the Unit Holders in the manner set forth below.
Under the grantor trust rules of Sections 671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata portion of each asset in the Trust. The total tax cost of each Unit
purchased solely for cash
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will equal the cost of Units, including the Initial Sales Charge. A Unit Holder
should determine the tax cost for each asset represented by the Unit 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 actually received by a Unit Holder upon termination of the
Trust or redemption of Units will be net of the Deferred Sales Charge and the
charge for organizational expenses. The relevant tax reporting forms sent to
Unit Holder will also reflect the actual amounts paid to them, which does not
include the Deferred Sales Charge and the charge for organizational expenses.
Accordingly, you should not increase the total cost for your Units by the amount
of the Deferred Sales Charge and the charge for organizational expenses.
You as a Unit Holder will be considered to have received all of the
dividends paid on your pro rata portion of each Security when the Trust receives
such dividends including the portion of such dividend used to pay ongoing
expenses. In the case of a corporate Unit Holder, the dividends on the U.S.
Securities will qualify for the 70% dividends received deduction for
corporations to the same extent as if the corporate Unit Holder held the
dividend paying stock directly. An individual Unit Holder who itemizes
deductions will be entitled to an itemized deduction for his pro rata share of
fees and expenses paid by the Trust as if he paid such fees and expenses
directly. You are entitled to this deduction only to the extent that this amount
together with your other miscellaneous deductions exceed 2% of your adjusted
gross income. A corporate Unit Holder will not be subject to this 2% floor.
The amount of the dividend payment will be its U.S. dollar value based on
the exchange rate in effect on the date the dividend payment is received by the
Trust. Dividends considered to have been received by a Unit Holder from Foreign
Securities will not qualify for the dividends-received deduction for corporate
Unit Holders because the dividends-received deduction is generally only
available for dividends received from domestic corporations.
As stated below under "United Kingdom Taxation," it is unclear whether in
practice U.S. Holders will be able to obtain directly Treaty Payments (also
described below) to which they are entitled under the U.S./U.K. income tax
treaty (the "Treaty"). However, the Inland Revenue has approved a special
procedure whereby the Trustee can claim Treaty Payments on behalf of U.S.
Holders of the U.K. Trust and distribute those payments to Unit Holders. To the
extent the Trustee obtains Treaty Payments, U.S. Holders will report as gross
income earned their pro rata share of dividends received by the Trust as well as
the amount of the associated tax credit (described below). Such Holders will be
entitled to either a foreign tax credit or deduction for the U.K. tax withheld
on such refund, subject to applicable limitations on such credit or deduction
under the Code.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to you or to your agent of your pro rata
share of the Securities in kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for Securities so distributed will be
equal to your basis for the same Securities, previously represented by your
Units, prior to such distribution. The holding period for such Securities will
include the period during which you held the Units. You will have a taxable gain
or loss, which will be a capital gain or loss except in the case of a dealer,
when you dispose 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. These tax laws will treat the
income of the Trust as the income of the Unit Holders.
In connection with the In-kind Rollover Option set forth under
"Termination-In-Kind Rollover Option", you will not be taxed upon the receipt
in-kind from the Terminating Trust and the deposit in the New Trust of the
Duplicated Stocks. Your basis in such Duplicated Stocks will be your basis in
such Duplicated Stocks prior to the distribution from the Terminating Trust. The
holding
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period of such Duplicated Stocks will include the period during which you held
the Units. To the extent the Agent sells Securities received in-kind on your
behalf, you will have a taxable gain or loss, which will be a capital gain or
loss except in the case of a dealer. Your basis in non-Duplicated Stocks will
equal the purchase price paid by the Agent.
If the proceeds that the Distribution Agent or the Trustee receives upon the
sale of an underlying Security exceed your adjusted tax cost allocable to the
Security disposed of, you will realize a taxable gain to the extent of such
excess. Conversely, if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost allocable to the Security disposed of, you will realize a loss for tax
purposes to the extent of such difference. However, 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
(1) the underlying securities in each trust are substantially identical and (2)
the purchase of units of the New Series takes place less than thirty-one days
after the sale of the underlying Security.
Under the Federal Tax Code, capital gain of individuals, estates and trusts
from Securities held for more than one year is subject to a maximum nominal tax
rate of 20%. Such capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption phase-out. The maximum
lower capital gain rate of 20% will be unavailable to you with respect to those
Securities which you have held for less than a year and a day at the time of
sale. This includes sales occasioned by mandatory or early termination of the
Trust or exchange or rollover of Units.
From time to time Congress considers proposals to reduce the rate of the
dividends-received deduction. This type of legislation, if enacted into law,
would reduce the after-tax return to investors who can take advantage of the
deduction.
Foreign Unit Holders (including nonresident alien individuals, foreign
corporations, and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower applicable treaty
rate) on dividend distributions.
UNITED KINGDOM TAXATION
In the opinion of Slaughter and May, special U.K. counsel to the Sponsor,
based on the terms of the Trust as described in the Prospectus, the following
summary accurately describes some of the U.K. tax consequences to U.S. Holders
of Units of the Trust. This summary is based upon current U.K. law and Inland
Revenue practice, the Treaty and the U.S./U.K. convention relating to estate and
gift taxes (the "Estate Tax Treaty"). The summary is a general guide only and is
subject to any changes in U.K. law, or its practice, and in the Treaty or Estate
Tax Treaty occurring after the date of this Prospectus which may retroactively
affect the tax consequences described in this Prospectus.
TAXATION OF DIVIDENDS--Subject to the comments in the following paragraphs,
if a U.K. resident receives a dividend from a U.K. corporation, that resident is
generally entitled to a tax credit (currently equal to one quarter of the cash
dividend received), which may be offset against that resident's U.K. taxes, or,
in certain circumstances, repaid. However, under the provisions of the Finance
(No. 2) Act 1997 changes will be made to the taxation of dividends paid on or
after April 6, 1999 but the effective tax charge imposed on an individual
resident in the United Kingdom who receives a dividend from a UK corporation
will not change unless that individual's liability to income tax on the total of
the dividend and the tax credit is less than the tax credit. After April 6, 1999
that an individual will not be able to claim payment of the excess.
Under the Treaty, a U.S. Holder who holds shares in a U.K. corporation
directly may, in appropriate circumstances, be entitled to a repayment of that
tax credit, but that repayment is subject to withholding tax at the rate of 15%
of the sum of the cash dividend and the credit (the net amount, a "Treaty
Payment"). It is unclear, however, whether a U.S. Holder who holds shares in a
U.K. corporation indirectly through a trust, such as the Trust, would also be
entitled to a Treaty Payment where the dividend payments are made directly to
the Trust. Any claim for such a Treaty Payment would have to be supported by
evidence of each U.S. Holder's
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entitlement to the relevant dividend and credit. It is therefore uncertain
whether U.S. Holders would in practice be able to secure the benefit of the
Treaty and obtain Treaty Payments directly from the U.K. Inland Revenue. While
no formal procedure exists generally for trusts to claim Treaty Payments on
behalf of unitholders, the Inland Revenue have confirmed a special procedure
whereby they will allow the Trustee to claim Treaty Payments on behalf of the
U.S. Holders of the Trust (treating the Trust, instead of the U.S. Holders, as
the beneficiary of the dividend). This concessionary treatment will enable U.S.
Holders to benefit from Treaty Payments without having to file individual claims
with the Inland Revenue and will avoid the uncertainty of whether in practice a
U.S. Holder could obtain a Treaty Payment. U.S. Holders should note that the
reduction in the rate of tax credit from April 6, 1999 will mean that most
shareholders who are entitled to claim payment of tax credits pursuant to double
taxation conventions will not be able to obtain payment of tax credits.
Under the provisions of the Finance Act 1994, after July 1, 1994 a U.K.
company can elect to pay a "foreign income dividend" rather than an ordinary
dividend. If a company whose shares were held in the Portfolio of the Trust pays
a foreign income dividend, no tax credit would be attributable to it and,
therefore, no Treaty Payment could be claimed. However, under the provisions of
the Finance (No. 2) Act 1997 a UK company will not be able to elect for any
dividend paid on or after April 6, 1999 to be treated as foreign income
dividends.
TAXATION OF CAPITAL GAINS--U.S. Holders who are not resident or ordinarily
resident for tax purposes in the U.K. will not be liable for U.K. tax on capital
gains realized on the disposal of their Units unless those units are used, held
or acquired for the purposes of a trade, profession or vocation carried on in
the U.K. through a branch or agency or for the purposes of that branch or
agency.
U.K. INHERITANCE TAX--An individual Holder who resides in the U.S. for the
purposes of the Estate Tax Treaty and who is not a national of the U.K. for the
purposes of the Estate Tax Treaty will not generally be subject to U.K.
inheritance tax in respect of Units in the Trust on the individual's death or on
a gift of such Units during the individual's lifetime provided that any
applicable U.S. federal gift or estate tax liability is paid, unless the Units
are part of the business property of a permanent establishment of the individual
in the U.K. or pertain to a fixed base in the U.K. used by an individual for the
performance of independent personal services. In the exceptional case where the
Units are subject both to U.K. inheritance tax and to U.S. federal gift or
estate tax, the Estate Tax Treaty generally provides for the tax paid in the
U.K. to be credited against tax paid in the U.S. or for tax paid in the U.S. to
be credited against tax payable in the U.K. based on priority rules set out in
that Treaty.
For the U.S. tax consequences to U.S. Holders, see "United States Taxation."
The taxation of non-U.S. Holders in the U.K. and in their own countries of
residence as a result of their ownership, sale, exchange or other disposition of
Units of the Trust will be governed by the relevant treaties, if any, between
the countries of residence of those non-U.S. Holders and the U.K. and by the
internal tax laws of those countries. The foregoing discussion is based on the
laws of the United Kingdom in effect on the date of this prospectus.
Furthermore, the foregoing discussion addresses only the United Kingdom tax
consequences to holders of Units in the Trust. You should consult your tax
advisor with respect to the application of the above general information to your
own personal situation.
HONG KONG TAXATION
In the opinion of Slaughter and May, special Hong Kong counsel to the
Sponsor, the following summary accurately describes the Hong Kong tax
consequences under existing law to all Holders of Units of the Trust. This
discussion is for general purposes only and assumes that the Holder is not
resident or ordinarily resident in Hong Kong or carrying on a trade, profession
or business in Hong Kong and has no profits arising in or derived from Hong Kong
as a result of carrying on such trade, profession or business. Holders should
consult their tax advisors as to the Hong Kong tax consequences of ownership of
the Units of the Trust applicable to their particular circumstances.
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The discussion also assumes that, for taxation purposes, the Trustee is not
a Hong Kong resident but is a United States resident; the Trust does not carry
on a trade, profession or business in Hong Kong and the general administration
of the Trust (including portfolio management) will be carried out only in the
United States; and no Units are registered in a register kept in Hong Kong by or
on behalf of the Trustee.
TAXATION OF DIVIDENDS--Amounts in respect of dividends paid by corporations
listed on the Hong Kong Exchange to the Trust are not chargeable to tax in Hong
Kong under current legislation and practice and therefore will not be subject to
the deduction of any withholding tax.
PROFITS TAX--A Holder of Units of the Trust (other than a person carrying on
a trade, profession or business in Hong Kong) will not be subject to profits tax
on any gain or profits made on the redemption or other disposal of such Units.
ESTATE DUTY--Ownership of Units of the Trust will not give rise to a
liability to Hong Kong estate duty.
HONG KONG STAMP DUTY--No Hong Kong stamp duty will be payable in respect of
transactions in Units of the Trust.
The foregoing discussion addresses only the Hong Kong tax consequences to
Holders of Units in the Trust. For the U.S. income tax consequences, see "United
States Taxation." The taxation of Unit Holders by other countries, including
their respective countries of residence, as a result of their ownership, sale,
exchange or other disposition of Units in the Trust will be governed by the tax
laws of such countries.
You should consult your tax advisor with respect to the application of the
above general information to your 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. If you are considering participation in any such plan you should review
specific tax laws and pending legislation relating to the plan and should
consult attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits.
Contributions from the employer fund such a plan in whole or in part. If those
contributions include some by a self-employed individual, 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. The plan does not pay taxes on income upon receipt of it,
and plan losses are not deductible. However, distributees must generally include
distributions from the plan in their ordinary income 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 ("IRA") is similar to a qualified
retirement plan. However, an individual, rather than an employer, generally
makes contributions to an IRA up to $2,000 per year, from earned income. An
individual may also make additional contributions of up to $2,000 to an IRA of
an individual's spouse provided the combined income of the individual and his or
her spouse is sufficient. An individual may contribute to an IRA even though he
or she is also covered by a qualified retirement plan. However, higher-income
individuals who are active participants in a qualified retirement plan may not
currently deduct IRA contributions and the nondeductible IRA contributions from
the plan are not taxed when paid out by the IRA, but 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
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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.
Recent legislation has created two new types of IRAs effective beginning in
1998: Roth IRAs and education IRAs. You may not deduct contributions to Roth
IRAs and education IRAs, but you may receive tax-free distributions of the
income of the IRA if you meet the applicable requirements. You would, however,
pay taxes on such income upon distribution if you do not meet such requirements.
Distributions from a Roth IRA are tax-free if made after satisfaction of a
5-year holding period and (1) on or after attainment of age 59 1/2, (2) upon
death or disability, or (3) 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 regular 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 you attain
age 70 1/2, or in the case of a person other than a 5% owner, April 1
following the calendar year in which you retire, if later, or
- within 5 years after your 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 distributions from IRAs, other than Roth IRAs and education
IRAs, are governed by similar rules. However, 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 you attain age 70 1/2. Roth
IRAs are not required to commence distributions upon the individual's attainment
of age 70 1/2. However, Roth IRAs 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 after the
designated beneficiary's attainment of age 30 or earlier death.
Forms and arrangements for establishing qualified retirement plans and IRAs
are available from:
- the Sponsor
- other brokerage firms
- other financial institutions
- 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:
- made on or after your death
- attributable to your being disabled
- in the nature of a life annuity
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- made to you from a qualified retirement plan after separation from service
after attainment of age 55
- made from an IRA to pay certain qualified higher education expenses for
you, your spouse or your child or grandchild
- made from an IRA to buy or construct a first home as a principal residence
for you, your spouse or any child, grandchild or ancestor up to $10,000,
or
- 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:
- made on or after the death of the designated beneficiary
- attributable to the designated beneficiary's being disabled, or
- made on account of a scholarship or certain other educational assistance
allowances.
You may, however, roll over or transfer qualifying distributions from a
qualified retirement plan or from an IRA to another qualified retirement plan or
IRA under specified circumstances.
The foregoing information is of a general nature. It 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 by
the following formula: the aggregate U.S. dollar market value of the Portfolio
Securities and other Trust assets, as determined by the Trustee, next computed
after receipt of a purchase order is reduced by Trust liabilities and then
divided by the number of Units outstanding. The sales charge shown in "Summary
of Essential Information" is added to the net asset value per Unit. The Sponsor
may add to the Public Offering Price commissions and any other transactional
costs, if any, in connection with the deposit of additional Securities or
contracts to purchase additional Securities for the creation of Additional
Units.
After the Initial Date of Deposit, the Sponsor will include in the Public
Offering Price a proportionate share of cash 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.
The Income Account is an account maintained by the Trustee of the Trust to
hold the income from the Securities received by the Trust. In the event a stock
is trading ex-dividend at the time of deposit of additional Securities, the
Sponsor will add to the Public Offering Price an amount equal to the dividend
that would be received if such stock were to receive a dividend. The Public
Offering
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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 Trust fees and expenses.
A portion of the Public Offering Price also consists of cash or securities
in an amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs include:
- the cost of the initial preparation of documents relating to the Trust,
federal and state registration fees,
- the initial fees and expenses of the Trustee,
- legal expenses, and
- any other out-of-pocket expenses.
The Sponsor will receive the estimated organization costs as of the close of
the initial offering period.
As more fully described in the Indenture, the Trustee determines the
aggregate market value of the Securities based on closing prices on the day it
makes the valuation as described under "Redemption--Computation of Redemption
Price". If there are no such reported prices, the Trustee takes into account the
same factors referred to under "Redemption--Computation of Redemption Price".
Determinations are effective for transactions effected after the last preceding
determination.
The aggregate U.S. dollar market value of the Securities is determined on
each business day by the Trustee based on closing prices and relevant currency
exchange rates on the day the valuation is made or, if there are no such
reported prices or if certain events or announcements have occurred, by taking
into account the same factors referred to under "Redemption--Computation of
Redemption Price", except that the relevant exchange rate used for determining
the value of Securities in foreign currency may include the cost of any forward
contract to purchase the relevant currency. The term business day, as used
herein and under "Redemption", shall exclude Saturdays, Sundays and the
following holidays as observed by the New York Stock Exchange, Inc.: New Year's
Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas Day. Determinations are effective for
transactions effected subsequent to the last preceding determination.
SALES CHARGES
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 100 Units from the total sales charge. The Initial Sales Charge that
a Unit Holder pays 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 decline each month by one
eighth. The Deferred Sales Charge will be paid through monthly payments of $2.50
per 100 Units per month commencing on the first Deferred Sales Charge Payment
Date shown on the Summary of Essential Information. The Deferred Sales Charge
will be paid with money acquired through the sale of Securities on each such
date or distribution of cash available for such payment. To the extent that the
entire Deferred Sales Charge relating to your Units has not been paid at the
time of repurchase, redemption or exchange of the Units, we will deduct any
unpaid amount from the sale, redemption or exchange proceeds or in calculating
an in kind distribution.
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For purchases of Units with a value of $25,000 or more, we will reduce the
Initial Sales Charge 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 Morgan Stanley Dean Witter Select Equity Trust, upon purchase of Units
of the Trust, will be subject only to the Deferred Sales Charge on such Units.
If you acquire Units of the Trust pursuant to an exchange of units of a
different unit investment trust you will not have to pay an initial sales charge
at the time of the exchange. However, such Units acquired will be subject to the
Deferred Sales Charge.
PUBLIC DISTRIBUTION
The Sponsor directly and through dealers will distribute to the public, at
the Public Offering Price determined as provided above, Units issued on the
Initial Date of Deposit and Additional Units issued in respect of additional
deposits of Securities. They may offer to the public unsold Units or Units
acquired by the Sponsor in the secondary market referred to below, 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. The Sponsor will sell Units to dealers
during the initial offering period at prices which reflect a concession of 70%
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. These banks and entities are subject to
regulation by the Office of the Comptroller of the Currency and 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 that these customers pay is retained by or remitted to such banks or
entities in an amount equal to the amount 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. This Act, however, does permit certain agency
transactions. 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 register 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, the Sponsor presently intends to maintain, at
its expense, a secondary market for Units of this series of the Morgan Stanley
Dean Witter Select Equity Trust. The Sponsor also presently intends to
continuously offer to repurchase Units from Unit Holders at the Sponsor's
Repurchase Price. The Sponsor computes the Repurchase Price by adding:
- the aggregate value of the Securities in the Trust, and
- any cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money required to redeem tendered Units
and cash the Sponsor deposited to purchase Securities or cash held in the
Reserve Account
- less expenses of the Trust, (includes Trustee fee, Sponsor fee, counsel's
expenses and taxes, if any), and
- less any remaining unpaid portion of the Deferred Sales Charge, and
- less cash held for distribution to Unit Holders of record as of a date on
or prior to the evaluation
- and then dividing the result 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. The only sales charge incurred when a
Unit Holder sells Units back to the
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Sponsor is the payment of the unpaid portion of the Deferred Sales Charge. The
Sponsor may reoffer to the public any Units repurchased by the Sponsor at the
Sponsor's Repurchase Price. The reoffering price will be the then current Public
Offering Price. The Sponsor will bear any profit or loss resulting from the
resale of such Units.
The Sponsor may temporarily or permanently discontinue the repurchase of
Units of this series at the Sponsor's Repurchase Price if the supply of Units
exceeds demand or for any other business reason. 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. This profit or loss represents 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 the
Sponsor receives. If the Sponsor receives cash from the Unit Holders prior to
the settlement date for purchase of Units or prior to the payment for Securities
upon their delivery, the Sponsor may use the cash in the Sponsor's business and
may benefit from the use of the cash.
The Sponsor may also realize profits or sustain losses while maintaining a
secondary market in the Units. These profits or losses are the amount of any
difference between the prices at which the Sponsor buys Units and the prices,
including a sales charge, at which the Sponsor resells such Units 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. The Sponsor
may also discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will decline as shown
on 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 decline as shown on 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
PERCENT OF THE AMOUNT INVESTED
PUBLIC OFFERING PRICE IN SECURITIES
--------------------- --------------------
<S> <C> <C>
Less than $25,000................................................. 2.90% 2.926%
$25,000 to $49,999................................................ 2.75 2.775
$50,000 to $99,999................................................ 2.50 2.523
$100,000 to $249,999.............................................. 2.25 2.270
$250,000 to $999,999.............................................. 2.00 2.00
$1,000,000 or more................................................ 1.00 1.00
</TABLE>
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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 your spouse or in the name of your child under the
age 21 are deemed for the purposes of the volume discount to be registered in
your name. 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 70% of the sales charge per Unit.
REDEMPTION
RIGHT OF REDEMPTION
You may redeem one or more of your Units 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. You may
tender 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 you tender your Units
to the Trustee for redemption other than the payment of any Deferred Sales
Charge then due. The London Stock Exchange and the Hong Kong Exchange are open
for trading on certain days which are U.S. holidays on which the Trust will not
transact business. The Foreign Securities will continue to trade on those days
and thus the value of the Portfolio may be significantly affected on days when a
Unit Holder cannot sell or redeem Units.
On the third business day following the tender to the Trustee of Units to be
redeemed, you will be entitled to receive cash per Unit equal to the Redemption
Price per Unit. The Trustee will determine the Redemption Price as of the
Evaluation Time on the date of tender. The Evaluation Time is the close of the
market, generally, 4:00 PM New York time.
The "date of tender" is the date on which the Trustee receives Units.
However, 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. 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 this presentation.
REDEMPTION PROCEDURES
In connection with each redemption the Sponsor will direct the Trustee to
redeem Units in accordance with the procedures set forth in either (1) or (2)
below.
(1) The Trustee will redeem Units solely in cash for any one Unit Holder
tendering less than 25,000 Units. If you request redemption of 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 you. 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. If you redeem Units "in kind" you 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 Trustee
will hold the distribution "in kind" for redemption of Units for your account,
and for disposition in accordance with your instructions. You will be entitled
to receive (1) whole shares of each of the
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underlying Portfolio Securities, plus (2) cash equal to the your pro rata share
of the cash balance of the Income and Principal Accounts and (3) cash from the
Principal Account equal to the fractional shares to which you are entitled. The
Trustee, in connection with implementing the redemption "in kind," procedures
outlined above, may make any adjustments necessary to reflect differences
between (1) the Redemption Price of Units and (2) 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 you,
the Trustee may sell Securities in the Trust Portfolio in the manner discussed
below. If you receive redemption distributions of Securities "in kind" you 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 your interest in the
Income Account will 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, will be drawn from the Principal Account to
the extent that funds are available for such purpose. The Agreement authorizes
the Trustee to sell Securities in order to provide funds for redemption. To the
extent Securities are sold, the size of the Trust will decline. 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 realize. The Redemption Price you
receive may be more or less than the purchase price you originally paid. The
price difference will depend 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.
The Sponsor will supply to the Trustee a list of Securities to sell for
purposes of redeeming Units. If the Sponsor does not so instruct the Trustee,
the Trustee will select the Securities to sell so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
(2) The Trustee will redeem Units in kind by an in kind distribution to The
Bank of New York as the Distribution Agent. You 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 to Unit Holders will take the form of
whole shares of Securities. The Distribution Agent will distribute cash in lieu
of fractional shares. The whole shares, fractional shares and cash distributed
to the Distribution Agent will total an amount equal to the Redemption Price per
Unit.
The Distribution Agent shall hold distributions in kind upon the redemption
of Units. You shall be deemed to have designated the Distribution Agent as your
agent upon purchase of a Unit, for your account, and for disposition in
accordance with your instructions 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. The
Distribution Agent shall then remit to you not later than seven calendar days
thereafter the net proceeds of sale, after deducting brokerage commissions and
transfer taxes, if any, on the sale. However, you may request 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 you request distribution in kind and tender more than 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.
The Distribution Agent shall then distribute (1) the net cash proceeds plus (2)
any other distributable cash to you together with (3) certificates or book-entry
credit to your account at the Sponsor of each of the whole shares of 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.
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The portion of the Redemption Price which represents your 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, will be withdrawn 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 you receive may be more
or less than the purchase price you originally paid, depending on the value of
the Securities in the Portfolio at the time of redemption.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above:
- semiannually, on the last Business Day of each of the months of June and
December,
- on the day on which you tender any Unit of the Trust for redemption,
unless you tender after the Evaluation Time on such day. In this case
Tender shall be considered made on the next day after on which the New
York Stock Exchange is open for trading.
- on any other Business Day desired by the Sponsor or the Trustee.
I. To determine the Trust Evaluation per Unit, add:
(1) The aggregate value of Securities in the Trust, as the Trustee
determines;
(2) 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;
(3) All other assets of the Trust;
II. Then deduct from the resulting figure:
(1) amounts representing any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account,
(2) amounts representing estimated accrued fees and expenses of the Trust,
including legal and auditing expenses,
(3) amounts representing unpaid fees of the Trustee, the Sponsor and
counsel,
(4) any remaining unpaid portion of the Deferred Sales Charge, and
(5) cash 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;
III. Divide 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.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the estimated costs of liquidating the Securities to meet the
redemption.
The Trustee shall determine the aggregate value of the Securities in good
faith in the following manner:
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- If the Securities are listed on one or more national securities exchanges,
the Trustee shall base such valuation on the closing price on such
exchange which is the principal market thereof. The exchange shall be the
New York Stock Exchange if the Securities are listed there, unless the
Trustee deems such price inappropriate as a basis for valuation.
- If the Securities are not so listed, or, if so listed and their principal
market is other than such exchange or there is no closing price on such
exchange, the Trustee shall base such valuation on the closing price in
the over-the-counter market, unless the Trustee deems such price
inappropriate as a basis for valuation.
If there is no such closing price, the Trustee shall use any of the
following methods which the Trustee deems appropriate:
- on the basis of current bid prices of such Securities as obtained from
investment dealers or brokers, including the Sponsor, who customarily deal
in securities comparable to those held by the Trust, or
- if bid prices are not available for any of such Securities, on the basis
of bid prices for comparable securities, or
- 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
- by any combination of the above.
The valuation of a foreign Security may take into consideration events or
announcements occurring after the close of the related foreign securities
exchange and prior to the Evaluation Time which could have a material effect on
the value of a Security. The relevant exchange rate used for evaluations of the
Securities will include the cost of any forward foreign exchange contract in the
relevant currency to correspond to the Trustee's settlement requirements for
redemption requests.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the estimated costs of liquidating the Securities to meet the
redemption.
POSTPONEMENT OF REDEMPTION
Your right of redemption may be suspended and the payment of the Redemption
Price per Unit to you may be postponed for more than seven calendar days
following a tender of Units for redemption
- for any period during which the New York Stock Exchange, Inc. is closed,
other than for customary weekend and holiday closings, or
- 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
- 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 Morgan Stanley Dean Witter Select Trust or any holders
of units of any other unit investment trust may elect to exchange any or all of
their units for units of:
- one or more of any series of the Morgan Stanley Dean Witter Select Equity
Trust or
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- for units of any other Morgan Stanley Dean Witter Select Trusts, that may
from time to time be made available for such exchange by the Sponsor,
called the "Exchange Trusts".
Such an exchange is implemented by a sale of Units and a purchase of the
units of an Exchange Trust. You may acquire such units 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
Each Exchange Trust has different investment objectives. You 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 that (1) the Sponsor maintains a
secondary market in units of the applicable Exchange Trust and (2) units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which you are a resident. While the Sponsor presently
intends to maintain a secondary market for the units of Exchange Trusts, there
is no obligation on its part to do so. Therefore, we do not promise that a
market for units will in fact exist on any given date in which you wish to sell
or exchange Units. Thus, we do not promise that the Exchange Option will be
available to any Unit Holder. The Sponsor reserves the right to modify, suspend
or terminate this option. The Sponsor will give sixty days notice before the
date of the termination of or a material amendment to the Exchange Option.
However, the Sponsor will not have to give notice in certain circumstances
approved by the Securities and Exchange Commission. In the event the Exchange
Option is not available to you at the time you wish to exercise such option, we
will immediately notify you and we will not take any action with respect to your
tendered Units without further instruction from you.
You may make exchanges in whole units only. We will return any excess
proceeds from the surrender of your Units. Alternatively, you may make up any
difference between (1) the amount representing the Units being submitted for
exchange (2) and the amount representing the units being acquired up to the next
highest number of whole units. The full value of the Units, including any make
up amount, will be subject to a sales charge.
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange 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. The IRS may seek to disallow the loss to the extent that (1) the
underlying securities in each Trust are substantially identical and (2) 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, you may notify the Sponsor that you desire to purchase
units of the Exchange Trust on the thirty-first day after the day of the sale of
the Units exchanged. The Sponsor will deposit the proceeds of the Units
surrendered in your brokerage account at the Sponsor. You may withdraw the
proceeds at any time. You may use cash from the account 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. You may revoke the
order to purchase at any time prior to the purchase on the thirty-first day by
calling your financial advisor.
The Sponsor will purchase units at a price based upon the value of the Trust
per unit plus the applicable sales charge of 2.0%. However, we do not promise
that a market for units will exist on such date or that units will be available
for purchase on such date. If
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units are unavailable, the Sponsor may acquire units in the secondary market or
create units as soon as possible thereafter. The Sponsor will sell these units
based on the value of the Trust per unit 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 the Sponsor does not hold units in its inventory
on the 31st day or if the Sponsor does not create additional units or is unable
to acquire units in the secondary market, the Sponsor will not purchase units of
the Exchange Trust and the cash will remain in your account. If you exchange
Units of one Trust for units of another Trust, you should consult your 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, you 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, we will deduct any Deferred Sales Charge balance from the
exchange proceeds. If units of the applicable outstanding series of the Exchange
Trust are at that time available for sale, you may select the series or group of
series for which the Units are to be exchanged. You 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. Units will be repurchased at a price based
upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. We will sell units of the Exchange Trust to you 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 Morgan Stanley Dean Witter Select
Equity Trust, the applicable sales charge on such Trust will be the Deferred
Sales Charge of such Trust. The Deferred Sales Charge may be more or less than
2.0% of the Public Offering Price.
REINVESTMENT PROGRAM
You may elect to automatically reinvest the distributions with respect to
your Units 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. You may participate in the Trust's reinvestment program by
filing a written notice of election with the Trustee. The Trustee must receive
your completed notice of election to participate in the Program at least ten
days prior to the Record Date applicable to any distribution in order for the
Program to be in effect as to that distribution. You may modify or revoke
elections on similar notice.
The Trustee will use these distributions, to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:
(1) The Trustee may use the distributions to purchase Units of this Series
of the Trust 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 Trustee will issue or credit the Units purchased to the
accounts of Unit Holders participating in the Program.
(2) If there are no Units in the Sponsor's inventory, the Sponsor may
purchase additional Securities for deposit into the Trust as described above in
Part B. The Sponsor will deposit the additional Securities with any necessary
cash with the Trustee in exchange for new Units. The Trustee may then use the
distributions to purchase the new Units from the Sponsor. The price for such
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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 purchased by the Trustee
will be issued or credited to the accounts of Unit Holders who participate in
the Program. The Sponsor may terminate the Program if it does not have
sufficient Units in its inventory or if it is no longer 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 created 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 Trust will bear the cost of administering the reinvestment program.
Thus all Unit Holders will indirectly bear that cost.
RIGHTS OF UNIT HOLDERS
UNIT HOLDERS
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement. A Unit Holder is vested with all right, title and
interest in the Trust created therein. As a Unit Holder, you may at any time
tender your Units to the Trustee for redemption.
You are required to hold your Units in uncertificated form. The Trustee will
credit your account with the number of Units you hold. Units are transferable
only on the records of the Trustee upon presentation of evidence satisfactory to
the Trustee for each transfer. Any sums payable for taxes or other governmental
charges imposed upon these transactions must be paid by you and you must comply
with the formalities necessary to redeem Units.
CERTAIN LIMITATIONS
The death or incapacity of any Unit Holder will not operate to terminate the
Trust. Death or incapacity will not entitle your legal representatives or heirs
to claim an accounting or to take any other action or proceeding in any court
for a partition or winding up of the Trust.
Neither you nor any other 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 no right to control the operation
or administration of the Trust in any manner. The only time you will have such a
right is 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 that the Trustee or Sponsor takes.
You 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. The Trustee 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
The Summary of Essential Information lists the estimated annual Trust
expenses. If actual expenses exceed the estimated amounts, the Trust will bear
the excess.
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ORGANIZATION COSTS
You and the other Unit Holders will bear all or a portion of the
organization costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:
- 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
- legal and auditing expenses.
The Sponsor will pay advertising and selling expenses at no cost to the
Trust.
TRUST FEES AND EXPENSES
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. At no
time will the total amount the Sponsor receives for portfolio supervisory
services rendered to all series of the Morgan Stanley 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".
The Trust bears certain regular expenses of the Trust, including certain mailing
and printing expenses.
The Sponsor's fee, the Trustee's fees and the Trust expenses accrue daily
but are payable only on or before each Distribution Date from the Income
Account, to the extent funds are available and thereafter from the Principal
Account. Any of such fees may increase without approval of you or the other 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 Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:
- fees of the Trustee for extraordinary services
- expenses of the Trustee, including legal and auditing expenses, and of
counsel that the Sponsor designated
- various governmental charges
- expenses and costs of any action the Trustee takes to protect the Trust
and the rights and interests of you and the other Unit Holders
- indemnification of the Trustee for any loss, liability or expenses it
incurred in the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or reckless
disregard of its obligations and duties
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- 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
- expenditures incurred in contacting Unit Holders upon termination of the
Trust, and
- 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. When
the Trustee pays them or when they are owed to the Trustee, they 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
that the Trustee sells Securities, the size of the Trust will decline and the
proportions of the types of Securities may change. These sales might be required
at a time when Securities would not otherwise be sold. These sales 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 these
sales may exceed the amount necessary for the payment of these 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 101 Barclay Street, New York, New York
10286. Unit Holders may inspect these records and accounts 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.
DISTRIBUTION
The Record Dates and the Distribution Dates are set forth in Part A of this
prospectus. See "Summary of Essential Information". The distributions will be an
amount equal to:
- the Unit Holder's pro rata portion of the amount of dividend income
received by the Trust plus
- proceeds of the sale of Portfolio Securities, including capital gains, not
used for the redemption of Units, if any, less
- the Trustee's fees and expenses and less the Sponsor's portfolio
supervision fees.
Distributions for the account of beneficial owners of Units registered in
"street name" that the Sponsor holds will be made to the investment account of
such beneficial owners maintained with the Sponsor. Whenever regulatory or tax
purposes require or whenever the Sponsor directs, the Trustee may make special
distributions on special distribution dates to Unit Holders of record on special
record dates that the Trustee declares.
The Trustee credits dividends payable to the Trust as a holder of record of
its Securities to an Income Account, as of the date on which the Trust is
entitled to receive such dividends. The Trustee credits to a Principal Account
other receipts, including
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(1) return of investment and gain and (2) 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. The Trust will
distribute the following to each Unit Holder as of a Record Date on the next
following Distribution Date or shortly thereafter. The distribution shall
consist of:
- an amount approximately equal to the dividend income per Unit, after
deducting estimated expenses, if any, plus
- your pro rata share of the distributable cash balance of the Principal
Account.
The Trustee will hold proceeds it receives from the disposition of any of
the Securities which are not used for redemption of Units in the Principal
Account until it distributes those proceeds on the Distribution Date following
receipt of them. The Trustee does not need to make a distribution from the
Principal Account if the balance therein is less than $1.00 per 100 Units
outstanding. The Trustee may create a Reserve Account by withdrawing from the
Income or Principal Accounts, from time to time, such amounts as it deems
necessary to establish a reserve for any taxes or other governmental charges
that may be payable out of the Trust. Funds the Trustee holds in the various
accounts created under the Indenture are non-interest bearing to Unit Holders.
The Trustee receives the benefit of holding such funds which are interest
bearing to it.
On each Deferred Sales Charge Payment Date the Trustee will sell Securities
pro rata in an amount equal to $2.50 per 100 Units. The Trustee will use the
money it obtains to pay the Deferred Sales Charge and will distribute the
proceeds to the Sponsor.
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
favorable prices and executions of orders. The Trustee generally makes
transactions in Securities held in the Trust in brokerage transactions, as
distinguished from principal transactions. In connection with the brokerage
transactions, the Sponsor may act as broker and receive commissions if the
Trustee expects to obtain the most favorable prices and execution. In placing
Securities transactions, the Trustee will not consider the furnishing of
statistical and research information to the Trustee by any of the securities
dealers through which the Trustee executes transactions.
PORTFOLIO SUPERVISION
The Trustee will adjust the original proportionate relationship between the
number of shares of each Security in the Trust 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 (1)
a merger or reorganization of, (2) a spin-off, (3) a split-off or (4) a 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.
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The Sponsor or the Trustee does not "manage" the Portfolio of the Trust.
Only the provisions of the Indenture and Agreement govern their activities
described below. 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 those
deposited in order to create additional Units, is prohibited. The Indenture
authorizes the Sponsor 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. The Sponsor will select these instruments, which will include only
(1) negotiable certificates of deposit or (2) 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. However, the Trust may hold certificates of deposit or time deposits of
smaller domestic banks provided the deposit does not exceed the insurance
coverage on the instrument, which currently is $100,000. Also, the Trust's
aggregate holding of certificates of deposit or time deposits that the Trustee
issued may not exceed the insurance coverage of such obligations. U.S. Treasury
notes or bills, which the Trust shall hold until their maturity, must mature
prior to the earlier of the next following Distribution Date or 90 days after
receipt. The Trust shall distribute the principal and interest of each Treasury
note or bill, to the extent such interest is not used to pay Trust expenses, 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. 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, that the Indenture and Agreement require. The Sponsor
shall receive the portfolio supervisory fee referred to under "Summary of
Essential Information" for (1) performing the administrative services in making
such recommendations and (2) giving such consents and directions, and (3) making
the reviews called for in connection therewith.
VOTING OF THE PORTFOLIO SECURITIES
The Indenture and Agreement states that the Trustee will exercise voting
rights with respect to the Portfolio Securities and Replacement Securities, if
any, in accordance with the Indenture or the directions that the Sponsor gives.
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. The statement shall express proceeds 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:
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- the amount of income received on the Securities;
- the amount paid for redemption of Units;
- the deductions for applicable taxes or other governmental charges, if any,
and fees and expenses of the Sponsor, the Trustee and counsel;
- the deductions of portions of the Deferred Sales Charge;
- the amounts distributed from the Income Account;
- any other amount credited or deducted from the Income Account; and
- 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 list of the Securities as of the last business day of such calendar
year;
- the number of Units outstanding as of the last business day of such
calendar year;
- the Unit Value (as defined in the Agreement) based on the last Evaluation
made during such calendar year; and
- 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 Trustee and the Sponsor or their respective successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders
- 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;
- to change any provision thereof as the Securities and Exchange Commission
or any successor governmental agency exercising similar authority may
require; or
- to make such other provision in regard to matters or questions arising
thereunder as shall not adversely affect the interest of the Unit Holders.
The parties to the Indenture and Agreement may also amend that document from
time to time or they may waive the performance of any of the provisions of 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, if the
express written consent of Holders of Units evidencing 51% of the Units at the
time outstanding under the Indenture and Agreement is obtained. No party,
however, may amend the Indenture and Agreement, or waive may any provision
thereof, so as to (1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part 2 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
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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 acquired afterwards, the Trustee will, if the Sponsor directs 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 final distributions according to their
Election Instructions. Final distributions are the Unit Holders pro rata
distributions realized from the sale of Portfolio Securities plus any other
Trust assets, less Trust expenses. 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 your Units in
units of a subsequent new series of the Morgan Stanley Dean Witter Select Equity
Trust (the "New Series") as the Sponsor designates if the 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 considered to have
elected a cash distribution.
CASH OR "IN KIND" DISTRIBUTIONS. Unit Holders who hold Units at termination
will receive distributions in respect of their Units in cash. Unitholders may,
however, indicate to the Trustee that they wish to receive termination
distributions "in kind". To do so, return to the Trustee properly completed
Election Instructions that the Trustee distributed to such Unit Holders of
record 45 days prior to the Termination Date. You do not need any minimum number
of Units to elect an in kind distribution. The Trustee will duly honor such
election instructions that it receives on or before the In Kind Distribution
Date. You 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 you are entitled. If you receive distributions of Securities "in
kind", you 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 your account and for disposition in accordance with your instructions.
NON IN-KIND ROLLOVER OPTION. You may elect to invest the distributions
attributable to your Units in units of a New Series subject only to the deferred
sales charge on the units 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. It is also expected 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. We will treat your election to exercise this option as an indication
of interest only. At any time prior to your purchase of units of a New Series,
you may change your 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
"roll over" their Units of the Trust for Units of a subsequent series as set
forth below. It 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
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.
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If you desire to reinvest your interests in units of the Trust in Units of a
newly created series of Morgan Stanley Dean Witter Select Equity Trust, Select
Global 30 Portfolio, you may do so by so advising your 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 Bank of New York will act as agent on your behalf in connection with the
creation of a Unit of the New Trust. The Agent will deposit the number and types
of securities constituting a Unit of the New Trust in kind in the New Trust.
Certain stocks contained in the Terminating Trust are likely to be included in
the portfolio of the New Trust. 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 have the authorization to receive your in kind
distribution from the Terminating Trust and to assemble and deposit, on your
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 your interest in Duplicated Stocks. The Agent would
sell securities distributed in kind from the Terminating Trust not required to
make up a Unit in the New Trust. The Agent would utilize the cash proceeds of
each sale to purchase the stocks, other than the Duplicated Stocks, necessary to
constitute a Unit of the New Trust. The proceeds of these sales will be reduced
and the cost of these purchases will increase by any applicable brokerage
commissions. If additional cash is necessary to purchase stocks, you would pay
such cash to the Agent. You would receive any cash not used to make up a Unit in
the New Trust. The Agent will sell fractional interests received from the
Terminating Trust. The Agent will use the cash proceeds of such sale to purchase
securities for deposit in the New Trust. If the Agent does not use the proceeds
for those purposes, the Agent will distribute them to you. 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. If you acquire
units pursuant to an in-kind deposit into a New Trust from a Terminating Trust,
you will not be subject to an Initial Sales Charge on those units. You will be
subject only to a Deferred Sales Charge.
We will also offer the ability to purchase Units of the New Trust by the
deposit of securities in kind to persons who were not Unit Holders in a
Terminating Trust. 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. These 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. The Indenture 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". The Trustee will deposit proceeds of such
sales into the Trust. The Trustee will hold those proceeds in a non-interest
bearing account to Unit Holders until distributed, and the Trustee will receive
benefit from such proceeds. 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.
After (1) deducting brokerage charges and costs incurred in connection with
the sale of Securities, any fees and expenses of the Trust and (2) paying into
the Reserve Account any amount required for taxes or other governmental charges
that may be payable by the Trust, the Trustee will distribute to each Unit
Holder after due notice of such termination, the Unit Holders pro rata share of
the
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Income and Principal Accounts. The sale of Securities in the Trust upon
termination may result in a lower amount than might otherwise be realized it
such sale were not required at such time. For this reason, among others, the
amount you may realize upon termination may be less than the amount you paid for
Units.
Section 17(a) of the Investment Company Act of 1940 restricts purchases and
sales between affiliates of registered investment companies and those companies.
Pursuant to an exemptive order, each terminating Select Global 30 Portfolio
Series can now sell securities to the next Series if those securities continue
to meet the Select Global 30 Strategy by remaining among the ten highest
dividend-yielding securities. The exemption will enable each Series to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the securities are
principally traded, as certified and confirmed by the Trustee of each Series.
The Division of Investment Management of the SEC believes 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 obtained an exemptive order under Section 11(c)
which it believes permits it to offer the rollover. There can be no assurance
that the SEC will concur with the Sponsor's position. 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 apparently properly executed
documents or
- for the disposition of cash or Securities in the Trust.
The Trustee shall not be liable or responsible in any way for depreciation or
loss incurred by reason of the Trustee's disposition of any Securities. However,
the Trustee shall be liable for wilful misfeasance, bad faith or gross
negligence in the performance of its duties. The Trustee shall also be liable 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. In that case, the Trustee
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 dividends. 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 (1) gross or extreme negligence, (2) bad faith, (3)
wilful misconduct, (4) wilful misfeasance or (5) 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 instrument 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 if
public authorities take over its affairs, or if the Sponsor determines 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 the Sponsor has not appointed a successor
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.
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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. Likewise, the Sponsor shall not 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 (1) its own wilful misfeasance, (2)
wilful misconduct, (3) bad faith, (4) gross negligence or (5) reckless disregard
of its duties and obligations under the Agreement.
If at any time the Sponsor (1) shall resign under the Agreement or (2) shall
fail or be incapable of performing its duties thereunder or (3) shall become
bankrupt or (4) public authorities take over its affairs, the Agreement directs
the Trustee to act. The Trustee shall either (1) appoint a successor Sponsor or
Sponsors at rates of compensation that the Trustee finds reasonable and which
does not exceed 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. is a principal operating subsidiary of Morgan
Stanley Dean Witter & Co., 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 Morgan Stanley Dean Witter & Co. 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, other major securities exchanges and the National
Association of Securities Dealers. Dean Witter currently services its
clients through a network of more than 350 domestic and international
offices with approximately 11,000 financial advisors servicing individual
and institutional client accounts.
TRUSTEE
The Trustee is The Bank of New York. It is a New York Bank with its
principal executive office located at 101 Barclay Street, New York, New York
10286. 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, P.O. Box 974, Wall Street
Station, New York, New York 10268-0974.
38
<PAGE>
LEGAL OPINIONS
Cahill Gordon & Reindel, a partnership including a professional corporation,
80 Pine Street, New York, New York 10005, as special counsel for the Sponsor has
passed upon the legality of the Units offered hereby.
AUDITORS
Deloitte & Touche LLP, certified public accountants has audited the
Statement of Financial Condition and Schedule of Portfolio Securities of this
series of the Morgan Stanley Dean Witter Select Equity Trust included in this
Prospectus. Deloitte & Touche LLP has provided a report as set forth in Part A
of this Prospectus. The Statement and Schedule are included in reliance upon
such report given upon the authority of that firm as experts in accounting and
auditing.
39
<PAGE>
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS NOT CONTAINED IN THIS DOCUMENT. THE REGISTRATION
STATEMENT FOR THE TRUST AND ITS EXHIBITS, WHICH HAVE BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940, CONTAIN INFORMATION THAT IS NOT CONTAINED IN
THIS PROSPECTUS. THIS PROSPECTUS DOES 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
-----
<S> <C>
PART A
Summary of Essential Information...................................... i
Independent Auditors' Report.......................................... xiii
Statement of Financial Condition...................................... xiv
Schedule of Portfolio Securities...................................... xvi
PART B
Introduction.......................................................... 1
The Trust............................................................. 1
Objectives and Securities Selection............................... 1
Summary Description of the Portfolio.............................. 1
Risk Factors...................................................... 2
United Kingdom.................................................... 8
Hong Kong......................................................... 9
Unit Creation -- Deposit of Securities................................ 12
Tax Status of the Trust............................................... 13
United States Taxation............................................ 13
United Kingdom Taxation........................................... 15
Hong Kong Taxation................................................ 16
Retirement Plans...................................................... 17
Public Offering of Units.............................................. 19
Public Offering Price............................................. 19
Sales Charges..................................................... 20
Public Distribution............................................... 21
Secondary Market.................................................. 21
Profit of Sponsor................................................. 22
Volume Discount................................................... 22
Redemption............................................................ 23
Right of Redemption............................................... 23
Computation of Redemption Price................................... 25
Postponement of Redemption........................................ 26
Exchange Option....................................................... 26
Reinvestment Program.................................................. 28
Rights of Unit Holders................................................ 29
Unit Holders...................................................... 29
Certain Limitations............................................... 29
Expenses and Charges.................................................. 29
Organization Costs................................................ 30
Trust Fees and Expenses........................................... 30
Other Charges..................................................... 30
Payment........................................................... 31
Administration of the Trust........................................... 31
Records and Accounts.............................................. 31
Distribution...................................................... 31
Portfolio Supervision............................................. 32
Voting of the Portfolio Securities................................ 33
Reports to Unit Holders........................................... 33
Amendment......................................................... 34
Termination....................................................... 35
Resignation, Removal and Liability.................................... 37
Regarding the Trustee............................................. 37
Regarding the Sponsor............................................. 38
Miscellaneous......................................................... 38
Sponsor........................................................... 38
Trustee........................................................... 38
Legal Opinions.................................................... 39
Auditors.............................................................. 39
</TABLE>
37272
[LOGO] MORGAN STANLEY/DEAN WITTER
SELECT EQUITY TRUST
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL
30 PORTFOLIO 99-2
- ----------------------
(A Unit Investment Trust)
- ----------------------------------------
[LOGO] MORGAN STANLEY DEAN WITTER
- ----------------------------------------
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 Select Global 30 Portfolios. In such
cases, Investors should note that:
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
MORGAN STANLEY DEAN WITTER IS A SERVICE MARK OF MORGAN STANLEY DEAN WITTER &
CO.
<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.
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit
5)
. Deloitte & Touche LLP
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
*EX 4.15 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-8.UK Opinion of Special United Kingdom counsel.
****EX-8.HK Opinion of Special Hong Kong counsel.
<PAGE>
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
****EX-23.3 Consent of Slaughter and May (included in
Exhibit 8.UK).
****EX-23.4 Consent of Slaughter and May (included in
Exhibit 8.HK).
*****EX-24 Powers of Attorney executed by a majority of the
Board of Directors of Dean Witter Reynolds Inc.
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. pursuant 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 Trust,
Selected Opportunities Series 18, Registration number 33-
50105 and as amended and filed as an exhibit to Dean
Witter Select Equity Trust, Select Global Series 98-1,
Select Global 30 Portfolio 98-1, Registration No. 333-
41787.
** 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust, Select Global Series 99-2, Select Global 30 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 17th
day of March, 1999.
MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST,
SELECT GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
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
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 17 day
of March, 1999.
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
------------
Thomas Hines
Attorney-in-fact*
____________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 97-1, File No. 333-16839.
** Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 96-4, File No. 333-10499.
*** Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document Page
- ----------- -------- ----
***EX-3(i) Certificate of Incorporation of Dean
Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
*EX-4.15 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-8.UK Opinion of Special United Kingdom
counsel.
****EX-8.HK Opinion of Special Hong Kong
counsel.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
****EX-23.3 Consent of Slaughter and May
(included in Exhibit 8.UK).
****EX-23.4 Consent of Slaughter and May
(included in Exhibit 8.HK).
*****EX-24 Powers of Attorney executed by a
majority of the Board of Directors
of Dean Witter Reynolds Inc.
<PAGE>
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.
pursuant 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 Trust,
Selected Opportunities Series 18, Registration No. 33-
50105 and as amended and filed as an exhibit to Dean
Witter Select Equity Trust, Select Global Series 98-1,
Select Global 30 Portfolio 98-1, Registration No. 333-
41787.
** 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 GLOBAL SERIES 99-2
SELECT GLOBAL 30 PORTFOLIO 99-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1999 between DEAN
WITTER REYNOLDS INC., as Depositor, and The Bank of New York, as Trustee,
sets forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Dean Witter Select Equity Trust, Trust
Indenture and Agreement" (the "Basic Agreement") dated September 30, 1993.
Such provisions as are incorporated by reference constitute a single
instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree as
follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorporated
by reference in their entirety and shall be deemed to be a part of
this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument except that
the Basic Agreement is hereby amended as follows:
A. The first sentence of Section 2.01 is amended to add
the following language at the end of such sentence: "and/or cash
(or a letter of credit in lieu of cash) with instructions to the
Trustee to purchase one or more of such Securities which cash
(or cash in an amount equal to the face amount of the letter of
credit), to the extent not used by the Trustee to purchase such
Securities within the 90-day period following the first deposit
of Securities in the Trust, shall be distributed to Unit Holders
on the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee determine".
B. The first sentence of Section 2.06 is amended to add
the following language after "Securities"))": "and/or cash (or a
letter of credit in lieu of cash) with instructions to the
Trustee to purchase one or more Additional Securities which cash
(or cash in an amount equal to the face amount of the letter of
credit), to the extent not used by the Trustee to purchase such
Additional Securities within the 90-day period following the
<PAGE>
-2-
first deposit of Securities in the Trust, shall be distributed
to Unit Holders on the Distribution Date next following such 90-
day period or such earlier date as the Depositor and the Trustee
determine".
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 reimbursable 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 liability on the part of the Depositor under this
section shall not include any fees or other expenses
incurred in connection with the administration 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 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 primary
offering period and shall not be reflected 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
indenture, 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
<PAGE>
-3-
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 preliminary prospectuses
and prospectuses, expenses 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
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 otherwise directs, used for payment of
redemptions in excess of the per-Unit amount allocable
to Units tendered for redemption."
D. The third paragraph of Section 3.05 is hereby amended
to add the following sentence after the first sentence thereof:
"Depositor may direct the Trustee to invest the proceeds of any
sale of Securities not required for the redemption of Units in
eligible money market instruments selected by the Depositor
which will include only negotiable certificates of deposit or
time deposits of domestic banks which are members of the Federal
Deposit Insurance Corporation and which have, together with
their branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time deposits of
smaller domestic banks may be held provided the deposit does not
exceed the insurance coverage on the instrument (which currently
is $100,000), and provided further that the Trust's aggregate
holding of certificates of deposit or time deposits issued by
the Trustee may not exceed the insurance coverage of such
obligations and U.S. Treasury notes or bills (which shall be
held until the maturity thereof) each of which matures prior to
the earlier of the next following Distribution Date or 90 days
after receipt, the principal thereof and interest thereon (to
the extent such interest is not used to pay Trust expenses) to
be distributed on the earlier of the 90th day after receipt or
the next following Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11 and
3.12 is amended to insert the following language at the
beginning of such sentence, "Except as otherwise provided in
Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. EXTRAORDINARY EVENT - SECURITY RETENTION AND
VOTING. In the event the Trustee is notified of any action to
be taken or proposed to be taken by holders of the securities
held by the Trust in connection with any proposed merger,
reorganization, spin-off, split-off or split-up by the issuer of
<PAGE>
-4-
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 Depositor may
retain such stock or securities in the Trust. Neither the
Depositor nor the Trustee shall be liable to any person for any
action or failure to take action with respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any deferred
sales charge payable in accordance with the provisions of
Section 3.14 hereof, as set forth in the prospectus for a Trust.
Definitions following this definition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following
paragraph after the end thereof: On each Deferred Sales Charge
payment date set forth in the prospectus for a Trust, the
Trustee shall pay the account created pursuant to Section 3.14
the amount of the Deferred Sales Charge payable on each such
date as stated in the prospectus for a Trust. Such amount shall
be withdrawn from the Principal Account from the amounts therein
designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the following
at the end thereof: "In order to pay the Deferred Sales Charge,
the Trustee shall sell or liquidate an amount of Securities at
such time and from time to time and in such manner as the
Depositor shall direct such that the proceeds of such sale or
liquidation shall equal the amount required to be paid to the
Depositor pursuant to the Deferred Sales Charge program as set
forth in the prospectus for a Trust.
<PAGE>
-5-
K. Section 3.14 shall be added as follows:
Section 3.14. DEFERRED SALES CHARGE. If the prospectus
for a Trust specifies a Deferred Sales Charge, the Trustee
shall, on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account if such account is
designated in the prospectus as the source of the payments of
the Deferred Sales Charge, or to the extent funds are not
available in that account or if such account is not so
designated, from the Principal Account, an amount per Unit
specified in the prospectus and credit such amount to a special,
non-Trust account maintained at the Trustee out of which the
Deferred Sales Charge will be distributed to the Depositor. If
the Income Account is not designated as the source of the
Deferred Sales Charge payment or if the balances in the Income
and Principal Accounts are insufficient to make any such
withdrawal, the Trustee shall, as directed by the Depositor,
either advance funds, if so agreed to by the Trustee, in an
amount equal to the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such special
Depositor's account or credit Securities in kind to such special
Depositor's Account. Such directions shall identify the
Securities, if any, to be sold or distributed in kind and shall
contain, if the Trustee is directed by the Depositor to sell a
Security, instructions as to execution of such sales. If a Unit
Holder redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus, on
the Redemption Date, withhold from the Redemption Price payment
to such Unit Holder an amount equal to the unpaid portion of the
Deferred Sales Charge and distribute such amount to such special
Depositor's account or, if the Depositor shall purchase such
Unit pursuant to the terms of Section 5.02 hereof, the Depositor
shall pay the Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor may at any
time instruct the Trustee to distribute to the Depositor cash or
Securities previously credited to the special Depositor's
account.
L. The following new Section 3.15 is added:
Section 3.15. FOREIGN EXCHANGE TRANSACTIONS; RECLAIMING
FOREIGN TAXES. (a) For any Trust holding Securities denominated
in a currency other than U.S. dollars, the Depositor shall
direct the Trustee with respect to the circumstances under which
foreign exchange transactions are to be entered into and
calculations under this Indenture are to be made, in order to
convert amounts receivable in respect of the Securities in
foreign currencies into U.S. dollars.
<PAGE>
-6-
(b) The Trustee shall take such action as the Sponsor
shall direct or, if not so directed, use reasonable efforts to
reclaim or recoup any amounts of non-U.S. tax paid by the Trust
or withheld from Income received by the Trust to which the Trust
may be entitled as a refund.
M. The following paragraphs are inserted after the first
paragraph in Section 4.01:
"With respect to foreign securities, each security
listed on a securities exchange will be valued at the
last closing sale price on the relevant stock exchange
or if no such price exists at the closing offer price
thereof.
If the Trust holds securities denominated in a
currency other than U.S. dollars, the evaluations
shall be converted to U.S. dollars based, during the
initial offering period, on the offering side of the
relevant currency exchange rate, and subsequent to
such period, on the bid side of the relevant exchange
rate, including the cost of a forward foreign exchange
contract in the relevant currency to correspond to the
Trustee's settlement requirement for redemption
requests as quoted to the Trustee by one or more banks
designated by the Depositor, unless the Security is in
the form of an American depository share or receipt,
in which case the evaluations shall be based upon the
U.S. dollar prices in the market for American
depository shares or receipts (unless the Trustee
deems such prices inappropriate as a basis for
valuation)."
N. Reference to "Dean Witter Select Equity Trust" is
replaced by "Morgan Stanley Dean Witter Select Equity Trust."
<PAGE>
-7-
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 Global Series 99-2, Select Global 30
Portfolio 99-2 (the "Select 30 Trust").
B. The publicly traded stocks listed in Schedule A hereto
are those which, subject to the terms of this Indenture, have
been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds
Inc.
D. The aggregate number of Units referred to in Sections
2.03 and 9.01 of the Basic Agreement is for the
Select 30 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 30 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean , ,
, , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean , .
J. 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
<PAGE>
-8-
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 exceed 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
