<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 99-4
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,
REIT PORTFOLIO SERIES 99-4
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,
REIT PORTFOLIO SERIES 99-4
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 ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust - Distribution
tive) )
(c) Rights of Holders as to ) Redemption; Public Offer-
withdrawal or redemption ) ing of Units -Secondary
Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, par- ) - Secondary Market; Ex-
tial redemption and simi- ) change Option; Redemp-
lar matters ) tion; Rights of Unit
) Holders -Certificates
)
(e) Lapses or defaults with ) *
respect to periodic pay- )
ment plan certificates )
(f) Voting rights as to Secu- ) Rights of Unit Holders -
rities under the Indenture ) Certain Limitations;
) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in: )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust - Sum-
) mary Description of the
) Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of Inden- ) Amendment and Termination
ture ) of the Indenture
- -------------------------
* 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 ) 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 Dis-
) count; Expenses and
) Charges
(b) Certain information re- ) *
garding periodic payment )
certificates )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
(c) Certain percentages ) Summary of Essential In-
) formation; Public Offer-
) ing of Units
) - Public Offering Price;
) - Profit of Sponsor;
) - Volume Discount
)
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
)
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by
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
)
)
- -------------------------
* 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 Offer-
) ing of Units - Secondary
) Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment Pro-
) grams
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(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
- -------------------------
* 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 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 )
- -------------------------
* 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 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; Redemp-
) tion
(b) Schedule as to redemption ) *
price )
- -------------------------
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
- ----------- ---------------------
47. Maintenance of position in un- ) See items 10(d), 44 and 46
derlying securities )
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE
OF HOLDERS OF SECURITIES
51. (a) Name and address of Insur- ) *
ance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of can- ) *
cellation )
(g) Method of determining pre- ) *
miums )
(h) Amount of aggregate premi- ) *
ums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating )
to insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction; Objectives
eliminating securities ) and Securities Selection;
from the Trust ) The Trust - Summary De-
) scription of the Portfo-
) lio; Sponsor - Responsi-
) bility
- -------------------------
* 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 elimina- ) Introduction; Objectives
tion of securities from ) and Securities Selection;
the Trust ) Sponsor - Responsibility
(d) Description of any funda- ) *
mental policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
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 SEPTEMBER 17, 1999
- --------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 99-4
A "UNIT INVESTMENT TRUST"
- --------------------------------------------------------------------------------
The attached final prospectus for Morgan Stanley Dean Witter Select
Equity Trust, REIT Portfolio Series 99-3 is hereby used as a preliminary
prospectus for Morgan Stanley Dean Witter Select Equity Trust, REIT Portfolio
Series 99-4. 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 UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST,
REIT PORTFOLIO SERIES 99-3
This prospectus dated July 30, 1999, File No. 333-82373, 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, REIT Portfolio Series 99-4. This prior final prospectus is incorporated
herein by reference.
Morgan Stanley Dean Witter Select Equity Trust,
REIT Portfolio Series 99-3
(Registration No. 333-82373)
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, REIT Portfolio
Series 99-4, 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, REIT
PORTFOLIO 99-4
(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
REIT PORTFOLIO SERIES 99-4
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, REIT Portfolio Series 99-4 (the "REIT 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 REIT Trust.
E. A Unit is hereby declared initially equal to 1/ th for
the REIT 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;
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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)
