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Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST, SERIES 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,
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST, SERIES 2
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursu-
ant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended
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F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effec-
tive date until the registrant shall file a further amend-
ment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST, SERIES 2
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment
Indenture ) and Termination of the
) Indenture
7. Changes of name ) Included in Form
N-8B-2
8. Fiscal Year ) Included in Form
N-8B-2
9. Litigation ) *
* Not applicable, answer negative or not required.
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II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights )
of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust - Distribution
tive )
(c) Rights of Holders as to ) Redemption; Public Offer-
withdrawal or redemption ) ing of Units -Secondary
) Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, par- ) - Secondary Market; Ex-
tial redemption and simi- ) change Option; Redemp-
lar matters ) tion; Rights of Unit
) Holders -Certificates
)
(e) Lapses or defaults with ) *
respect to periodic pay- )
ment plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holders -
rities under the Indenture ) Certain Limitations;
) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in: )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust - Sum-
) mary Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
__________
* Not applicable, answer negative or not required.
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(3) Provisions of Inden- ) Amendment and Termination
ture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holder's Consent )
required to change:
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of Inden- ) Amendment and Termination
ture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus; Tax
of the Trust's Securities ) Status
11. Type of securities comprising ) The Trust - Summary De-
units ) scription of the Portfo-
) lios; Objectives and Se-
) curities Selection; The
) Trust - Special Consid-
) erations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential In-
) formation; Public Offer-
) ing of Units - Public Of-
) fering Price; - Profit of
) Sponsor;
) - Volume Discount; Ex-
) penses and Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
__________
* Not applicable, answer negative or not required.
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(c) Certain percentages ) Summary of Essential In
) formation; Public Offer-
) ing of Units - Public Of-
) fering Price; - Profit of
) Sponsor; - Volume Dis-
) count
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of pay- ) Public Offering of Units
ments from purchasers ) - Profit of Sponsor
)
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives and
) Securities Selection; The
) Trust - Summary Descrip-
) tion of the Portfolio;
) Sponsor - Responsibility
)
)
17. Withdrawal or redemption ) Redemption; Public Offer-
) ing of Units - Secondary
) Market
__________
* Not applicable, answer negative or not required.
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18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment Pro-
) grams
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust - Records and Ac-
) counts; - Reports to Unit
) Holders
20. Certain miscellaneous provi- ) Amendment and Termination
sions of the trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee; Evalua-
positor, trustee, custodian, ) tor - Limitation on Li-
etc. ) ability
23. Bonding arrangements ) Included on Form
) N-8B-2
24. Other material provisions of ) *
the trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Sponsor
)
__________
* Not applicable, answer negative or not required.
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27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
28. Certain information as to offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and ) *
Directors of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
34. Remuneration of other persons ) *
for certain services rendered )
to trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's securi- ) Public Offering of Units
ties by states ) - Public Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
__________
* Not applicable, answer negative or not required.
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40. Certain fees received by prin- ) Public Offering of Units
cipal underwriter ) - Profit of Sponsor
)
41. (a) Business of principal un- ) Sponsor
derwriter )
(b) Branch offices of princi- ) *
pal underwriter )
)
(c) Salesman of principal un- ) *
derwriter )
42. Ownership of trust's securities ) *
by certain persons )
43. Certain brokerage commissions ) *
received by principal under- )
writer )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Public Offering of Units
price to certain persons ) - Volume Discount; Ex-
) change Option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units
) - Secondary Market; Re-
) demption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44 and
derlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
__________
* Not applicable, answer negative or not required.
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VI. INFORMATION CONCERNING INSURANCE
OF HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of can- ) *
cellation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; Objectives
eliminating securities ) and Securities Selection;
from the Trust ) The Trust - Summary De-
) scription of the Portfo-
) lio; Sponsor - Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction; Objectives
tion of securities from ) and Securities Selection;
the Trust ) Sponsor - Responsibility
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
__________
* Not applicable, answer negative or not required.
<PAGE>
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
__________
* Not applicable, answer negative or not required.
<PAGE>
SUBJECT TO COMPLETION MARCH 24, 1999
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST SERIES 2
A "UNIT INVESTMENT TRUST"
The attached final prospectus for Morgan Stanley Dean
Witter Select Equity Trust, Morgan Stanley High-Technology 35
Index Trust Series 1 is hereby used as a preliminary prospectus
for Morgan Stanley High Technology 35 Index Trust Series 2.
The narrative information relating to the operation of this Se-
ries and the structure of the final prospectus for this Series
will be substantially the same as that set forth in the at-
tached prospectus. Information with respect to pricing, the
number of units, dates and summary information regarding the
characteristics of securities to be deposited in this Series is
not now available and will be different from that included in
the attached final prospectus since each Series has a unique
Portfolio. Accordingly, the information contained herein with
regard to the previous Series should be considered as being in-
cluded for informational purposes only.
Investors should contact account executives of the
Sponsor who will be informed of the expected effective date of
this Series and who will be supplied with complete information
with respect to such Series on the date of the effectiveness of
the registration statement relating to Units of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY
MAY ONLY BE MADE IN THOSE JURISDICTIONS IN WHICH THE SECURITIES
OF A TRUST HAVE BEEN REGISTERED. INVESTORS SHOULD CONTACT
ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER THE
SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE
IN THE STATE IN WHICH THEY RESIDE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION
OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO
BUY THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY
STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.__________
* Not applicable, answer negative or not required.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST
SERIES 1
The prospectus dated January 22, 1999, File No. 333-
69401, is hereby incorporated by reference herein.
__________
* Not applicable, answer negative or not required.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the fol-
lowing documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Listed below is the name and registration number of a pre-
vious Series of Morgan Stanley Dean Witter Select Equity Trust, the
final prospectus of which, properly supplemented, is used as a pre-
liminary prospectus for Morgan Stanley Dean Witter Select Equity
Trust, Morgan Stanley High-Technology 35 Index Trust, Series 2.
This prior final prospectus is incorporated herein by reference.
Morgan Stanley Dean Witter Select Equity Trust,
Morgan Stanley High Technology 35 Inex Trust, Series 1
(Registration No. 333-69401)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5)
. Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter Rey-
nolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22,
1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30,
1997.
**EX-4.2 Draft of Reference Trust Agreement.
***EX-4.3 Amendment dated July 18, 1995 to Trust Indenture
and Agreement dated January 22, 1991.
*****EX-5 Opinion of counsel as to the legality of the se-
curities being registered.
*****EX-23.1 Consent of Independent Auditors.
*****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
<PAGE>
******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 refer-
ence to Schedules A and D of Form BD filed by
Dean Witter Reynolds Inc. pursuant to Rules
15b1-1 and 15b3-1 under the Securities Exchanges
Act of 1934 (1934 Act File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by refer-
ence to exhibit of same designation filed with the Securi-
ties and Exchange Commission as an exhibit to the Registra-
tion Statement of Sears Equity Investment Trust, Selected
Opportunities Series 4, Registration No. 33-35347 and as
amended and filed as an exhibit to Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 98-1, Registration No.
333-41783.
** Filed herewith.
*** The Amendment dated July 18, 1995 to the Trust Indenture and
Agreement is incorporated by reference to exhibit of same
designation filed with the Securities and Exchange Commis-
sion as on exhibit to the Registration Statement of Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio
95-3, Registration No. 33-60121.
**** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an ex-
hibit to the Registration Statement of Sears Tax-Exempt In-
vestment 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, Morgan Stanley High-Technology 35 Index Trust, Series 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 24th day of
March, 1999.
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST,
MORGAN STANLEY HIGH-TECHNOLOGY
35 INDEX TRUST, SERIES 2
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
/s/Thomas Hines
Thomas Hines
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on behalf of
Dean Witter Reynolds Inc., the Depositor, by the following per-
son in the following capacities and by the following persons
who constitute a majority of the Depositor's Board of Directors
in the City of New York, and State of New York, on this 24th
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: /s/Thomas Hines
Thomas Hines
Attorney-in-fact*, **, ***
__________________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10 Indus-
trial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
Amendment No. 1 to the Registration Statement on Form S-6
for Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document
****EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter Rey-
nolds Inc.
*EX-4.1 Trust Indenture and Agree-
ment, dated January 22, 1991
*EX-4.15 Amendment to Exhiibt 4.1
dated December 30, 1997.
**EX-4.2 Draft of Reference Trust
Agreement.
***EX-4.3 Amendment dated July 18,
1995 to Trust Indenture and
Agreement dated January 22,
1991.
*****EX-5 Opinion of counsel as to the
legality of the securities
being registered.
*****EX-23.1 Consent of Independent Audi-
tors.
*****EX-23.2 Consent of Cahill Gordon &
Reindel (included in Ex-
hibit 5).
******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
<PAGE>
Reynolds Inc. is incorpo-
rated by reference to Sched-
ule A and D of Form BD filed
by Dean Witter Reynolds Inc.
pursuant to Rules 15b1-1 and
15b3-1 under the Securities
Exchange Act of 1934 (1934
Act File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by
reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the
Registration Statement of Sears Equity Investment
Trust, Selected Opportunities Series 4, Registration
No. 33-35347 and as amended and filed as an exhibit to
Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 98-1, Registration No. 333-41783.
** Filed herewith.
*** The Amendment dated July 18, 1995 to the Trust Inden-
ture and Agreement is incorporated by reference to ex-
hibit of same designation filed with the Securities and
Exchange Commission as on exhibit to the Registration
Statement of Dean Witter Select Equity Trust, Select 5
Industrial Portfolio 95-3, Registration No. 33-60121.
**** Incorporated by reference to exhibit of same designa-
tion 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, Regis-
tration Nos. 33-38086 and 33-37629, respectively.
***** To be filed by amendment.
****** Previously Filed.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX TRUST, SERIES 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 "Sears Equity Investment Trust, Trust Inden-
ture and Agreement" dated January 22, 1991, as amended on March
16, 1993 and July 18, 1995 (the "Basic Agreement"). Such pro-
visions as are incorporated by reference constitute a single
instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee
agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be
a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this in-
strument except that the Basic Agreement is hereby amended as
follows:
<PAGE>
-2-
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 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 substi-
tute the following language:
Section 3.01. Initial Cost The costs of organ-
izing the Trust and sale of the Trust Units shall, to
the extent of the expenses reimbursable to the De-
positor 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 Sec-
tion 2.01. Upon notification from the Depositor that
<PAGE>
-3-
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 speci-
fied, from the Principal Account, and pay to the De-
positor the Depositor's reimbursable expenses of or-
ganizing 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 di-
rected by the Depositor, sell Securities identified
by the Depositor, or distribute to the Depositor Se-
curities 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 Uni-
tholders 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 or-
ganizing the Trust and sale of the Trust Units shall
include the cost of the initial preparation and type-
setting 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 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 prospec-
tuses, 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 reimburse-
ment 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 Deposi-
tor otherwise directs, used for payment of redemp-
tions in excess of the per-Unit amount allocable to
Units tendered for redemption.
<PAGE>
-4-
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 Re-
tention and Voting. In the event the Trustee is no-
tified 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, reorganiza-
tion, spin-off, split-off or split-up by the issuer
of stock or securities held in the Trust, the Trustee
shall take such action or refrain from taking any ac-
tion, as appropriate, so as to insure that the secu-
rities 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
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or without cash, as a result of any merger, reorgani-
zation, 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 De-
positor 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.
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
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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 De-
ferred 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 De-
ferred Sales Charge payment or if the balances in the
Income and Principal Accounts are insufficient to
make any such withdrawal, the Trustee shall, as di-
rected 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 di-
rections 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 Secu-
rity, 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 De-
positor 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.
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L. Reference to "Dean Witter Select Equity Trust" is
replaced by "Morgan Stanley Dean Witter Select Equity
Trust".
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
<PAGE>
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A. The Trust is denominated Morgan Stanley Dean
Witter Select Equity Trust, Morgan Stanley High-Technology 35
Index Trust, Series 2 (the "High-Tech 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 25,000 for
the Select 10 Trust.
E. A Unit is hereby declared initially equal to
1/25,000th for the High-Tech 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 on or
about , and such other date as the Depositor
may direct.
I. The term "Termination Date" shall mean
, .
J. The Depositor's Annual Portfolio Supervision
Fee shall be a maximum of $0.25 per 100 Units.
<PAGE>
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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 an "in-kind"
distribution during the life of the Trust, such Unit Holder
must tender at least 25,000 Units for redemption. There is no
minimum amount of Units that a Unit Holder must tender in
order to receive an "in-kind" distribution on the In-Kind Date
or in connection with a rollover.
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)
