<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-3
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
SELECT GLOBAL 30 PORTFOLIO 2000-3
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
SELECT GLOBAL 30 PORTFOLIO 2000-3
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)
I. ORGANIZATIONAL AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction; Amendment
Indenture ) and Termination of the
) Indenture
7. Changes of name ) Included in Form N-8B-2
)
8. Fiscal Year ) Included in Form N-8B-2
)
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST AND
SECURITIES OF THE TRUST
10. General Information regarding )
Trust's Securities and Rights of )
Holders )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer) )
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive )
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of Units
conversion, transfer, ) - Secondary Market;
partial redemption and ) Exchange Option;
similar matters ) Redemption; Rights of
) Unit Holders -
) Certificates
(e) Lapses or defaults with ) *
respect to periodic payment )
plan certificates )
(f) Voting rights as to ) Rights of Unit Holder -
Securities under the ) Certain Limitations;
Indenture ) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust - Reports to Unit
) Holders; The Trust -
) Summary Description of
) the Portfolios
)
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus; Tax
the Trust's Securities ) Status
11. Type of securities comprising ) The Trust - Summary
units ) Description of the
) Portfolios; Objectives
) and Securities Selection;
) The Trust - Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates )
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price; -
) Profit of Sponsor; -
) Volume Discount; Expenses
) and Charges
(b) Certain information ) *
regarding periodic payment )
certificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units -
) Public Offering Price; -
) Profit of Sponsor;
) - Volume Discount
(d) Price differentials ) Public Offering of Units
) - Public Offering Price
)
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. payable by ) Certificates
holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income )
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders -
) Certificates
15. Receipt and handling of payments ) Public Offering of Units
from purchasers ) - Profit of Sponsor
16. Acquisition and disposition of ) Introduction; Amendment
underlying securities ) and Termination of the
) Indenture; Objectives and
) Securities Selection; The
) Trust - Summary
) Description of the
) Portfolio; Sponsor -
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units -
) Secondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of ) Reinvestment Programs
distributions )
(c) Reserves or special fund ) Administration of the
) Trust - Distribution
(d) Schedule of distribution ) *
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts; - Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termination
of trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation on
etc. ) Liability
23. Bonding arrangements ) Included in Form N-8B-2
)
24. Other material provisions of ) *
trust agreement )
III. ORGANIZATION PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Sponsor
27. Business of Depositor ) Sponsor and Included in
) Form N-8B-2
28. Certain information as to ) Included in Form N-8B-2
officials and affiliated persons )
of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
)
30. Persons controlling Depositor ) *
____________________
* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
31. Compensation of Officers and ) *
Director of Depositor )
32. Compensation of Directors of ) *
Depositor )
33. Compensation of employees of ) *
Depositor )
34. Remuneration of other persons ) *
for certain services rendered to )
trust
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
35. Distribution of trust's ) Public Offering of Units
securities by states ) - Public Distribution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to ) *
distribute )
38. (a) Method of distribution ) Public Offering of Units
(b) Underwriting agreements )
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units
principal underwriter ) - Profit of Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of principal ) *
underwriter )
(c) Salesman of principal ) *
underwriter )
42. Ownership of trust's securities ) *
by certain persons )
____________________
* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
43. Certain brokerage commissions ) *
received by principal )
underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering price ) Public Offering of Units
to certain persons ) - Volume Discount;
) Exchange option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units
) -Secondary Market;
) Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44 and
underlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR
CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a) Name and address of ) *
Insurance Company )
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of ) *
cancellation )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(g) Method of determining ) *
premiums )
(h) Amount of aggregate ) *
premiums paid )
(i) Persons receiving any part ) *
of premiums )
(j) Other material provisions ) *
of the Trust relating to )
insurance )
VII. POLICY OF REGISTRANT
52. (a) Method of selecting and ) Introduction Objectives
eliminating securities from ) and Securities Selection;
the Trust ) The Trust - Summary
) Description of the
) Portfolio Sponsor -
) Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and ) Introduction Objectives
elimination of securities ) and Securities Selection;
from the Trust ) Sponsor - Responsibility;
(d) Description of any )
fundamental policy of the )
Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the ) *
Trust's past ten fiscal years )
55. Certain information regarding ) *
periodic payment plan )
certificates )
56. Certain information regarding ) *
periodic payment plan )
certificates )
____________________
* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
57. Certain information regarding ) *
periodic payment plan )
certificates )
58. Certain information regarding ) *
periodic payment plan )
certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
____________________
* Not applicable, answer negative or not required
<PAGE>
SUBJECT TO COMPLETION MAY 25, 2000
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-3
A "UNIT INVESTMENT TRUST"
The attached final prospectus for a prior Series of
Morgan Stanley Dean Witter Select Equity Trust Select Global 30
Portfolio is hereby used as a preliminary prospectus for Morgan
Stanley Dean Witter Select Equity Trust Select Global 30
Portfolio 2000-3. 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.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-2
The prospectus dated April 10, 2000, File No.
333-33506, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-1
The prospectus dated January 6, 2000, File No.
333-91019, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 99-4
The prospectus dated September 29, 1999, File No.
333-85969, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 99-3
The prospectus dated July 1, 1999, File No. 333-
79871, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 99-2
The prospectus dated April 1, 1999, File No. 333-
74597, 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 are the names and registration numbers
of each previous Series of Morgan Stanley Dean Witter Select
Equity Trust, the final prospectus for any of which is used as
a preliminary prospectus for Morgan Stanley Dean Witter Select
Equity Trust Select Global 30 Portfolio 2000-3. These prior
final prospectuses are incorporated herein by reference.
Morgan Stanley Dean Witter Select Equity Trust
Select Global 30 Portfolio 2000-2
(Registration No. 333-33506)
Morgan Stanley Dean Witter Select Equity Trust
Select Global 30 Portfolio 2000-1
(Registration No. 333-91019)
Morgan Stanley Dean Witter Select Equity Trust
Select Global 30 Portfolio 99-4
(Registration No. 333-85969)
Morgan Stanley Dean Witter Select Equity Trust
Select Global 30 Portfolio 99-3
(Registration No. 333-79871)
Morgan Stanley Dean Witter Select Equity Trust
Select Global 30 Portfolio 99-2
(Registration No. 333-74597)
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit
5)
. Deloitte & Touche LLP
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
September 30, 1993.
*EX 4.15 Amendment to Exhibit 4.1 dated December 30,
1997.
<PAGE>
**EX-4.2 Draft of Reference Trust Agreement
****EX-5 Opinion of counsel as to the legality of the
securities being registered.
****EX-8.UK Opinion of Special United Kingdom counsel.
****EX-8.HK Opinion of Special Hong Kong counsel.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
****EX-23.3 Consent of Slaughter and May (included in
Exhibit 8.UK).
****EX-23.4 Consent of Slaughter and May (included in
Exhibit 8.HK).
*****EX-24 Powers of Attorney executed by a majority of
the Board of Directors of Dean Witter Reynolds
Inc.
***EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated by
reference to Schedules A and D of Form BD filed
by Dean Witter Reynolds Inc. pursuant to Rule
15b1-1 and 15b3-1 under the Securities Exchange
Act of 1934 (1934 Act File No. 8-14172).
_________________________
* The Trust Indenture and Agreement is incorporated by
reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select
Equity Trust Select 10 Industrial Portfolio 2000-2,
Registration Number 333-96225 and as amended and filed
as an exhibit to Dean Witter Select Equity Trust, Select
Global Series 98-1, Select Global 30 Portfolio 98-1,
Registration No. 333-41787.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley Dean
Witter Select Equity Trust Select 5 Industrial Portfolio
2000-2, Registration Number 333-96215.
**** To be filed by amendment.
*****Previously Filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Morgan Stanley Dean Witter Select Equity
Trust Select Global 30 Portfolio 2000-3 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 25th day of May, 2000.
MORGAN STANLEY DEAN WITTER SELECT
EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-3
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 25th
day of May, 2000.
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***
John J. Mack Director*****
Mitchell M. Merin Director*
Stephen R. Miller Director***
John H. Schaefer Director*****
Thomas C. Schneider Director**
Alan A. Schroder Director*****
Robert G. Scott 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 the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 96-4, File No. 333-10499.
*** Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
**** 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
<PAGE>
Stanley Dean Witter Select Equity Trust, Select 10
Industrial Portfolio 99-4, File No. 333-79905.
***** 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 Morgan Stanley Dean Witter Select Equity Trust
Morgan Stanley High-Technology 35 Index Portfolio 2000-1,
File No. 333-91713.
<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
September 30, 1993.
*EX-4.15 Amendment to Exhibit 4.1 dated
December 30, 1997.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the
legality of the securities being
registered.
****EX-8.UK Opinion of Special United Kingdom
counsel.
****EX-8.HK Opinion of Special Hong Kong
counsel.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel
(included in Exhibit 5).
****EX-23.3 Consent of Slaughter and May
(included in Exhibit 8.UK).
****EX-23.4 Consent of Slaughter and May
(included in Exhibit 8.HK).
*****EX-24 Powers of Attorney executed by a
majority of the Board of Directors
of Dean Witter Reynolds Inc.
<PAGE>
***EX-99 Information as to Officers and
Directors of Dean Witter Reynolds
Inc. is incorporated by reference to
Schedules A and D of Form BD filed
by Dean Witter Reynolds Inc.
pursuant to Rule 15b1-1 and 15b3-1
under the Securities Exchange Act of
1934 (1934 Act File No. 8-14172).
_________________________
* The Trust Indenture and Agreement is incorporated by
reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select
Equity Trust Select 10 Industrial Portfolio 2000-2,
Registration Number 333-96225 and as amended and filed
as an exhibit to Dean Witter Select Equity Trust, Select
Global Series 98-1, Select Global 30 Portfolio 98-1,
Registration No. 333-41787.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Morgan Stanley Dean
Witter Select Equity Trust Select 5 Industrial Portfolio
2000-2, Registration Number 333-96215.
**** To be filed by amendment.
*****Previously Filed.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT GLOBAL 30 PORTFOLIO 2000-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 2000
between DEAN WITTER REYNOLDS INC., as Depositor, and The Bank of New
York, as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled
"Dean Witter Select Equity Trust, Trust Indenture and Agreement" (the
"Basic Agreement") dated September 30, 1993. Such provisions as are
incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree as
follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorporated
by reference in their entirety and shall be deemed to be a part of
this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument except that
the Basic Agreement is hereby amended as follows:
A. The first sentence of Section 2.01 is amended to add
the following language at the end of such sentence: "and/or cash
(or a letter of credit in lieu of cash) with instructions to the
Trustee to purchase one or more of such Securities which cash
(or cash in an amount equal to the face amount of the letter of
credit), to the extent not used by the Trustee to purchase such
Securities within the 90-day period following the first deposit
of Securities in the Trust, shall be distributed to Unit Holders
on the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee determine".
B. The first sentence of Section 2.06 is amended to add
the following language after "Securities"))": "and/or cash (or a
letter of credit in lieu of cash) with instructions to the
Trustee to purchase one or more Additional Securities which cash
(or cash in an amount equal to the face amount of the letter of
credit), to the extent not used by the Trustee to purchase such
Additional Securities within the 90-day period following the
first deposit of Securities in the Trust, shall be distributed
<PAGE>
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to Unit Holders on the Distribution Date next following such 90-
day period or such earlier date as the Depositor and the Trustee
determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to
substitute the following language:
"Section 3.01. Initial Cost The costs of
organizing the Trust and sale of the Trust Units
shall, to the extent of the expenses reimbursable to
the Depositor provided below, be borne by the Unit
Holders, provided, however, that, to the extent all of
such costs are not borne by Unit Holders, the amount
of such costs not borne by Unit Holders shall be borne
by the Depositor and, provided further, however, that
the liability on the part of the Depositor under this
section shall not include any fees or other expenses
incurred in connection with the administration of the
Trust subsequent to the deposit referred to in Section
2.01. Upon notification from the Depositor that the
primary offering period is concluded, the Trustee
shall withdraw from the Account or Accounts specified
in the Prospectus or, if no Account is therein
specified, from the Principal Account, and pay to the
Depositor the Depositor's reimbursable expenses of
organizing the Trust and sale of the Trust Units in an
amount certified to the Trustee by the Depositor. If
the balance of the Principal Account is insufficient
to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified
by the Depositor, or distribute to the Depositor
Securities having a value, as determined under Section
4.01 as of the date of distribution, sufficient for
such reimbursement. The reimbursement provided for in
this section shall be for the account of the
Unitholders of record at the conclusion of the primary
offering period and shall not be reflected in the
computation of the Unit Value prior thereto. As used
herein, the Depositor's reimbursable expenses of
organizing the Trust and sale of the Trust Units shall
include the cost of the initial preparation and
typesetting of the registration statement,
prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to the Trust,
SEC and state blue sky registration fees, the cost of
the initial valuation of the portfolio and audit of
the Trust, the initial fees and expenses of the
<PAGE>
-3-
Trustee, and legal and other out-of-pocket expenses
related thereto, but not including the expenses
incurred in the printing of preliminary prospectuses
and prospectuses, expenses incurred in the preparation
and printing of brochures and other advertising
materials and any other selling expenses. Any cash
which the Depositor has identified as to be used for
reimbursement of expenses pursuant to this Section
shall be reserved by the Trustee for such purpose and
shall not be subject to distribution or, unless the
Depositor otherwise directs, used for payment of
redemptions in excess of the per-Unit amount allocable
to Units tendered for redemption."
D. The third paragraph of Section 3.05 is hereby amended
to add the following sentence after the first sentence thereof:
"Depositor may direct the Trustee to invest the proceeds of any
sale of Securities not required for the redemption of Units in
eligible money market instruments selected by the Depositor
which will include only negotiable certificates of deposit or
time deposits of domestic banks which are members of the Federal
Deposit Insurance Corporation and which have, together with
their branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time deposits of
smaller domestic banks may be held provided the deposit does not
exceed the insurance coverage on the instrument (which currently
is $100,000), and provided further that the Trust's aggregate
holding of certificates of deposit or time deposits issued by
the Trustee may not exceed the insurance coverage of such
obligations and U.S. Treasury notes or bills (which shall be
held until the maturity thereof) each of which matures prior to
the earlier of the next following Distribution Date or 90 days
after receipt, the principal thereof and interest thereon (to
the extent such interest is not used to pay Trust expenses) to
be distributed on the earlier of the 90th day after receipt or
the next following Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11 and
3.12 is amended to insert the following language at the
beginning of such sentence, "Except as otherwise provided in
Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. Extraordinary Event - Security Retention and
Voting. In the event the Trustee is notified of any action to
be taken or proposed to be taken by holders of the securities
held by the Trust in connection with any proposed merger,
reorganization, spin-off, split-off or split-up by the issuer of
stock or securities held in the Trust, the Trustee shall take
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such action or refrain from taking any action, as appropriate,
so as to insure that the securities are voted as closely as
possible in the same manner and in the same general proportion
as are the securities held by owners other than the Trust. If
stock or securities are received by the Trustee, with or without
cash, as a result of any merger, reorganization, spin-off,
split-off or split-up by the issuer of stock or securities held
in the Trust, the Trustee at the direction of the Depositor may
retain such stock or securities in the Trust. Neither the
Depositor nor the Trustee shall be liable to any person for any
action or failure to take action with respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any deferred
sales charge payable in accordance with the provisions of
Section 3.14 hereof, as set forth in the prospectus for a Trust.
Definitions following this definition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following
paragraph after the end thereof: On each Deferred Sales Charge
payment date set forth in the prospectus for a Trust, the
Trustee shall pay the account created pursuant to Section 3.14
the amount of the Deferred Sales Charge payable on each such
date as stated in the prospectus for a Trust. Such amount shall
be withdrawn from the Principal Account from the amounts therein
designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the following
at the end thereof: "In order to pay the Deferred Sales Charge,
the Trustee shall sell or liquidate an amount of Securities at
such time and from time to time and in such manner as the
Depositor shall direct such that the proceeds of such sale or
liquidation shall equal the amount required to be paid to the
Depositor pursuant to the Deferred Sales Charge program as set
forth in the prospectus for a Trust.
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K. Section 3.14 shall be added as follows:
Section 3.14. Deferred Sales Charge. If the prospectus
for a Trust specifies a Deferred Sales Charge, the Trustee
shall, on the dates specified in and as permitted by the
prospectus, withdraw from the Income Account if such account is
designated in the prospectus as the source of the payments of
the Deferred Sales Charge, or to the extent funds are not
available in that account or if such account is not so
designated, from the Principal Account, an amount per Unit
specified in the prospectus and credit such amount to a special,
non-Trust account maintained at the Trustee out of which the
Deferred Sales Charge will be distributed to the Depositor. If
the Income Account is not designated as the source of the
Deferred Sales Charge payment or if the balances in the Income
and Principal Accounts are insufficient to make any such
withdrawal, the Trustee shall, as directed by the Depositor,
either advance funds, if so agreed to by the Trustee, in an
amount equal to the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such special
Depositor's account or credit Securities in kind to such special
Depositor's Account. Such directions shall identify the
Securities, if any, to be sold or distributed in kind and shall
contain, if the Trustee is directed by the Depositor to sell a
Security, instructions as to execution of such sales. If a Unit
Holder redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus, on
the Redemption Date, withhold from the Redemption Price payment
to such Unit Holder an amount equal to the unpaid portion of the
Deferred Sales Charge and distribute such amount to such special
Depositor's account or, if the Depositor shall purchase such
Unit pursuant to the terms of Section 5.02 hereof, the Depositor
shall pay the Redemption Price for such Unit less the unpaid
portion of the Deferred Sales Charge. The Depositor may at any
time instruct the Trustee to distribute to the Depositor cash or
Securities previously credited to the special Depositor's
account.
L. The following new Section 3.15 is added:
Section 3.15. Foreign Exchange Transactions; Reclaiming
Foreign Taxes. (a) For any Trust holding Securities denominated
in a currency other than U.S. dollars, the Depositor shall
direct the Trustee with respect to the circumstances under which
foreign exchange transactions are to be entered into and
calculations under this Indenture are to be made, in order to
convert amounts receivable in respect of the Securities in
foreign currencies into U.S. dollars.
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(b) The Trustee shall take such action as the Sponsor
shall direct or, if not so directed, use reasonable efforts to
reclaim or recoup any amounts of non-U.S. tax paid by the Trust
or withheld from Income received by the Trust to which the Trust
may be entitled as a refund.
M. The following paragraphs are inserted after the first
paragraph in Section 4.01:
"With respect to foreign securities, each security
listed on a securities exchange will be valued at the
last closing sale price on the relevant stock exchange
or if no such price exists at the closing offer price
thereof.
If the Trust holds securities denominated in a
currency other than U.S. dollars, the evaluations
shall be converted to U.S. dollars based, during the
initial offering period, on the offering side of the
relevant currency exchange rate, and subsequent to
such period, on the bid side of the relevant exchange
rate, including the cost of a forward foreign exchange
contract in the relevant currency to correspond to the
Trustee's settlement requirement for redemption
requests as quoted to the Trustee by one or more banks
designated by the Depositor, unless the Security is in
the form of an American depository share or receipt,
in which case the evaluations shall be based upon the
U.S. dollar prices in the market for American
depository shares or receipts (unless the Trustee
deems such prices inappropriate as a basis for
valuation)."
N. Reference to "Dean Witter Select Equity Trust" is
replaced by "Morgan Stanley Dean Witter Select Equity Trust."
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II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Morgan Stanley Dean Witter
Select Equity Trust Select Global 30 Portfolio 2000-3 (the
"Select 30 Trust").
B. The publicly traded stocks listed in Schedule A hereto
are those which, subject to the terms of this Indenture, have
been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds
Inc.
D. The aggregate number of Units referred to in Sections
2.03 and 9.01 of the Basic Agreement is for the
Select 30 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 30 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean , ,
, , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. The Depositor's Annual Portfolio Supervision Fee shall
be a maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section 6.04 of
the Indenture shall be $ per 100 Units.
L. For a Unit Holder to receive "in-kind" distribution
during the life of the Trust other than in connection with a
rollover, such Unit Holder must tender at least 25,000 Units for
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redemption. On the In-Kind Date there is no minimum amount of
Units that a Unit Holder must tender in order to receive an "in-
kind" distribution.
M. The Indenture is amended to provide that the period
during which the Trustee shall liquidate the Trust Securities
shall not exceed 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
