<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-3
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, STRATEGIC GROWTH
LARGE-CAP PORTFOLIO 99-3
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,
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-3
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment
Indenture ) and Termination of the
) Indenture
7. Changes of name ) Included in Form
N-8B-2
8. Fiscal Year ) Included in Form
N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
(a) Type of Securities (Registered or ) Rights of Unit Holders
Bearer) )
(b) Type of Securities (Cumulative or ) Administration of the
Distributive) ) Trust - Distribution
)
(c) Rights of Holders as to withdrawal ) Redemption; Public
or redemption ) Offering of Units
) -Secondary Market
(d) Rights of Holders as to conversion, ) Public Offering of Units
transfer, partial redemption and ) - Secondary Market;
similar matters ) Exchange Option;
) Redemption; Rights of
) Unit Holders
) -Certificates
(e) Lapses or defaults with respect to ) *
periodic payment plan certificates )
)
(f) Voting rights as to Securities ) Rights of Unit Holders -
under the Indenture ) Certain Limitations;
) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to change in: )
)
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust -
) Summary Description of
) the Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of Indenture ) Amendment and Termination
) of the Indenture
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change: )
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions of ) Amendment and Securities
Trust's ) Termination of the Indenture
(3) Provisions of Indenture ) Amendment and Termination
) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of the ) Cover of Prospectus; Tax
Trust's Securities ) Status
11. Type of securities comprising units ) The Trust - Summary
) 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 )
)
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units
) - Public Offering Price;
) - Profit of Sponsor; -
) Volume Discount
)
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
)
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable by ) Redemption - Purchase by
depositor, principal underwriters, ) the Sponsors of Units
trustee or affiliated persons ) Tendered for Redemption
(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
securities ) and Termination of the ) underlying Indenture;
) Objectives and Securities
) Selection; The Trust -
) Summary Description of
) the Portfolio; Sponsor -
) Responsibility
)
)
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distributions ) Reinvestment Programs
)
(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
) Accounts; - Reports to
) Unit Holders
20. Certain miscellaneous provisions of ) Amendment and
the trust agreement ) Termination of the
) Indenture; Sponsor -
) Limitation on Liability
) - Resignation; Trustee -
) Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, etc. ) Evaluator - Limitation
) on Liability
23. Bonding arrangements ) Included on Form N-8B-2
24. Other material provisions of the ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
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 officials ) Included in Form
and affiliated persons of Depositor ) N-8B-2
)
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 securities ) Public Offering of Units
by states ) - Public Distribution
)
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
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* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
38. (a) Method of distribution ) Public Offering of 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 principal ) Public Offering of Units
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 )
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 to ) Public Offering of Units
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 ) *
)
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
47. Maintenance of position in ) 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 ) *
(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 the ) and Securities
Trust ) Selection; The Trust -
) Summary Description of
) the Portfolio; Sponsor -
) Responsibility
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(b) Elimination of securities from the ) *
Trust )
(c) Substitution and elimination of ) Introduction; Objectives
securities from the Trust ) and Securities Selection;
) 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 )
)
57. Certain information regarding ) *
periodic payment plan certificates )
)
58. Certain information regarding ) *
periodic payment plan certificates )
)
59. Financial statements (Instruction ) Statement of Financial
1(c) to Form S-6) ) Condition
- ------------------------------
* Not applicable, answer negative or not required.
<PAGE>
SUBJECT TO COMPLETION SEPTEMBER 17, 1999
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-3
A "UNIT INVESTMENT TRUST"
- --------------------------------------------------------------------------------
The attached final prospectus for Morgan Stanley Dean Witter Select
Equity Trust, Strategic Growth Large-Cap Portfolio 99-2 is hereby used as a
preliminary prospectus for Morgan Stanley Dean Witter Select Equity Trust,
Strategic Growth Large-Cap Portfolio 99-3. The narrative information relating to
the operation of this Series and the structure of the final prospectus for this
Series will be substantially the same as that set forth in the attached
prospectus. Information with respect to pricing, the number of units, dates and
summary 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 included for informational purposes only.
Investors should contact account executives of the Sponsor who will be
informed of the expected effective date of this Series and who will be supplied
with complete information with respect to such Series on the date of the
effectiveness of the registration statement relating to Units of this Series.
OFFERS TO SELL OR THE SOLICITATION OF ORDERS TO BUY MAY ONLY BE MADE
IN THOSE JURISDICTIONS IN WHICH THE SECURITIES OF A TRUST HAVE BEEN REGISTERED.
INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE SPONSOR TO DETERMINE WHETHER
THE SECURITIES OF A PARTICULAR TRUST HAVE BEEN REGISTERED FOR SALE IN THE STATE
IN WHICH THEY RESIDE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY THEM BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
<PAGE>
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-2
This prospectus dated July 16, 1999, File No. 333- 82321, is hereby
incorporated by reference herein.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Listed below is the name and registration number of a previous Series
of Select Equity Trust, the final prospectus of which, properly supplemented, is
used as a preliminary prospectus for Morgan Stanley Dean Witter Select Equity
Trust, Strategic Growth Large-Cap Portfolio 99-3. This prior final prospectus is
incorporated herein by reference.
Morgan Stanley Dean Witter Select Equity Trust,
Strategic Growth Large-Cap Portfolio 99-2
(Registration No. 333-82321)
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 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
securities 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
reference 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 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 Indenture and Agreement is
incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as on exhibit to the Registration
Statement of Dean Witter Select Equity Trust, 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 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, Strategic Growth
Large-Cap Portfolio 99-3, 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 September, 1999.
MORGAN STANLEY DEAN WITTER
SELECT EQUITY TRUST, STRATEGIC
GROWTH LARGE-CAP PORTFOLIO
99-3
(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 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 17th day of
September, 1999.
DEAN WITTER REYNOLDS INC.
NAME OFFICE
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director*** )
Bruce F. Alonso Director****
Richard M. DeMartini Director***
Raymond J. Drop Director****
James F. Higgins Director***
Mitchell M. Merin Director*
Stephen R. Miller Director***
Thomas C. Schneider 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 Industrial 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 Select Equity Trust, Select 10 International
Series 95-1, File No. 33-56389.
<PAGE>
**** Executed copies of Powers of Attorney have been filed
with the Securities and Exchange Commission in
connection with Post-Effective Amendment No. 1 to Form
S-6 for Morgan Stanley Dean Witter Select Equity Trust,
Select 10 Industrial Portfolio 99-4, File No. 333-79905
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. DOCUMENT
****EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
****EX-3(ii) By-Laws of Dean Witter
Reynolds Inc.
*EX-4.1 Trust Indenture and
Agreement, dated 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
Auditors.
*****EX-23.2 Consent of Cahill Gordon &
Reindel (included in
Exhibit 5).
******EX-24 Powers of Attorney executed
by a majority of the Board
of Directors of Dean Witter
Reynolds Inc.
<PAGE>
EX-99 Information as to Officers
and Directors of Dean Witter
Reynolds Inc. is
incorporated by reference to
Schedule 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 Indenture and Agreement
is incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as on exhibit to the Registration
Statement of Dean Witter Select Equity Trust, 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 exhibit to the Registration
Statement of Sears Tax-Exempt Investment Trust, Insured Long Term Series
33 and Long Term Municipal Portfolio Series 106, Registration Nos.
33-38086 and 33-37629, respectively.
***** To be filed by amendment.
****** Previously Filed.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1999 between DEAN WITTER
REYNOLDS INC., as Depositor, and The Chase Manhattan Bank, as Trustee, sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "Sears Equity Investment Trust, Trust Indenture and
Agreement" dated January 22, 1991, as amended on March 16, 1993 and July 18,
1995 (the "Basic Agreement"). Such provisions as are incorporated by reference
constitute a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in the following
manner:
A. Article I, Section 1.01, paragraph (29) defining "Trustee" shall
be amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank, or any successor
trustee appointed as hereinafter provided."
B. Reference to United States Trust Company of New York in its
capacity as Trustee is replaced by The Chase Manhattan Bank throughout the
Basic Agreement.
C. Reference to "Dean Witter Select Equity Trust" is replaced by
"Morgan Stanley Dean Witter Select Equity Trust".
D. Section 3.01 is amended to substitute the following:
<PAGE>
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 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.
<PAGE>
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, Strategic Growth Large-Cap Portfolio 99-3 (the "Strategic Growth 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 Strategic Growth Trust.
E. A Unit is hereby declared initially equal to 1/ th for the
Strategic Growth 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 if the greatest number of Units
outstanding during the period is 10,000,000 or more; $ per 100 Units if the
greatest number of Units outstanding during the period is between 5,000,000 and
9,999,999;
<PAGE>
and $ per 100 Units if the greatest number of Units outstanding during the
period is 4,999,999 or less.
L. For a Unit Holder to receive "in-kind" distribution during the
life of the Trust other than in connection with a rollover, such Unit Holder
must tender at least 25,000 Units for redemption. On the In-Kind Date there is
no minimum amount of Units that a Unit Holder must tender in order to receive an
"in-kind" distribution.
M. Paragraph (b)(ii) of Section 9.03 is amended to provide that the
period during which the Trustee shall liquidate the Trust Securities shall not
exceed 14 business days commencing on the first business day following the
In-Kind Date.
(Signatures and acknowledgments on separate pages)
