<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 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
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 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
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
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F. Proposed maximum offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its 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
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 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)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 In- ) Introduction; Amend-
denture ) ment 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 )
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* Not applicable, answer negative or not required.
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(a) Type of Securities ) Rights of Unit Hold-
(Registered or Bearer) ) ers
(b) Type of Securities ) Administration of the
(Cumulative or Distribu- ) Trust-Distribution
tive) )
(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
conversion, transfer, par- ) Units-Secondary Mar-
tial redemption and similar ) ket; Exchange Option;
matters ) Redemption; Rights of
) Unit Holders-Certifi-
) cates
(e) Lapses or defaults with re- ) *
spect to periodic payment )
plan certificates )
(f) Voting rights as to Securi- ) Rights of Unit
ties under the Indenture ) Holder-Certain Limi-
) tations; 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 Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h) Security Holders Consent )
required to change )
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* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(1) Composition of assets ) Amendment and Termi-
of Trust ) nation of the Inden-
) ture
(2) Terms and conditions ) Amendment and Termi-
of Trust's Securities ) nation of the Inden-
) ture
(3) Provisions of Inden- ) Amendment and Termi-
ture ) nation of the Inden-
) ture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features of ) Cover of Prospectus;
the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary De-
units ) scription of the
) Portfolios; Objec-
) tives and Securities
) Selection; The Trust-
) Special Considera-
) tions
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 Dis-
) count; Expenses and
) Charges
(b) Certain information regard- ) *
ing periodic payment cer- )
tificates )
(c) Certain percentages ) Summary of Essential
) Information; Public
) Offering of Units-
) Public Offering
) Price; -Profit of
) Sponsor;-Volume Dis-
) count
(d) Price differentials ) Public Offering of
) Units-Public Offering
) Price
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* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(e) Certain other loads, fees, ) Rights of Unit Hold-
expenses, etc. Payable by ) ers-Certificates
holders )
(f) Certain profits receivable ) Redemption-Purchase
by depositor, principal un- ) by the Sponsors of
derwriters, trustee or af- ) Units Tendered for
filiated persons ) 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
from purchasers ) Units-Profit of Spon-
) sor
16. Acquisition and disposition of ) Introduction; Amend-
underlying securities ) ment and Termination
) of the Indenture; Ob-
) jectives and Securi-
) ties Selection; The
) Trust-Summary De-
) scription of the
) Portfolio; Sponsor-
) Responsibility
17. Withdrawal or redemption ) Redemption; Public
) Offering of Units-Sec-
) ondary Market
18. (a) Receipt and disposition of ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment Programs
tions )
(c) Reserves or special fund ) Administration of the
) Trust-Distribution
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* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and Ac-
) counts;-Reports to
) Unit Holders
20. Certain miscellaneous provisions ) Amendment and Termi-
of trust agreement ) nation of the Inden-
) ture; Sponsor-
) Limitation on Liabil-
) ity-Resignation;
) Trustee-Limitation on
) Liability-Resignation
21. Loans to security holders ) *
22. Limitations on liability of de- ) Sponsor, Trustee;
positor, trustee, custodian, ) Evaluator-Limitation
etc. ) on 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 offi- ) Included in Form
cials and affiliated persons of ) N-8B-2
Depositor )
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* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
29. Voting securities of Depositor ) Included in Form
) N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Di- ) *
rector of Depositor )
32. Compensation of Directors of De- ) *
positor )
33. Compensation of employees of De- ) *
positor )
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
ties by states ) Units-Public Distri-
) bution
36. Suspension of sales of trust's ) *
securities )
37. Revocation of authority to dis- ) *
tribute )
38. (a) Method of distribution ) Public Offering of
(b) Underwriting agreements ) Units
(c) Selling agreements )
39. (a) Organization of principal ) Sponsor
underwriter )
(b) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by princi- ) Public Offering of
pal underwriter ) Units-Profit of Spon-
) sor
41. (a) Business of principal un- ) Sponsor
derwriter )
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* Not applicable, answer negative or not required
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Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Branch offices of principal ) *
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 price ) Public Offering of
to certain persons ) Units-Volume Dis-
) count; Exchange op-
) tion
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of
) Units-Secondary Mar-
) ket; Redemption
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in un- ) See items 10(d), 44
derlying securities ) and 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 Insur- ) *
ance Company )
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* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Type of policies ) *
(c) Type of risks insured and ) *
excluded )
(d) Coverage of policies ) *
(e) Beneficiaries of policies ) *
(f) Terms and manner of cancel- ) *
lation )
(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 Objec-
eliminating securities from ) tives and Securities
the Trust ) Selection; The Trust-
) Summary Description
) of the Portfolio
) Sponsor-Responsi-
) bility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introduction Objec-
tion of securities from the ) tives and Securities
Trust ) Selection; 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 )
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* Not applicable, answer negative or not required
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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 Finan-
(Instruction 1(c) to Form S-6) ) cial Condition
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* Not applicable, answer negative or not required
<PAGE>
SUBJECT TO COMPLETION MAY 25, 2000
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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 2000-3
A "UNIT INVESTMENT TRUST"
The attached final prospectus for a prior Series of Morgan Stanley Dean
Witter Select Equity Trust The Competitive Edge Best Ideas Portfolio Series is
hereby used as a preliminary prospectus for Morgan Stanley Dean Witter Select
Equity Trust The Competitive Edge Best Ideas Portfolio Series 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
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 2000-2
The prospectus dated April 4, 2000, File No. 333-31100, is hereby
incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 2000-1
The prospectus dated January 26, 2000, File No. 333-94673, is hereby
incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-4
The prospectus dated October 8, 1999, File No. 333-87331, is hereby
incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 99-3
The prospectus dated July 23, 1999, File No. 333-82371, 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 The Competitive Edge Best Ideas
Portfolio Series 2000-3. These prior final prospectuses are incorporated herein
by reference.
Morgan Stanley Dean Witter Select Equity Trust
The Competitive Edge Best Ideas Portfolio Series 2000-2
(Registration No. 333-31100)
Morgan Stanley Dean Witter Select Equity Trust
The Competitive Edge Best Ideas Portfolio Series 2000-1
(Registration No. 333-94673)
Morgan Stanley Dean Witter Select Equity Trust
The Competitive Edge Best Ideas Portfolio Series 99-4
(Registration No. 333-87331)
Morgan Stanley Dean Witter Select Equity Trust
The Competitive Edge Best Ideas Portfolio Series 99-3
(Registration No. 333-82371)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5)
Deloitte & Touche LLP
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated September 30,
1993.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30, 1997.
**EX-4.2 Draft of Reference Trust Agreement.
****EX-5 Opinion of counsel as to the legality of the
securities being registered.
<PAGE>
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
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* 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 10
98-1, Registration No. 333-41785.
** 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant, Morgan Stanley Dean Witter Select Equity Trust The Competitive
Edge Best Ideas Portfolio Series 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
THE COMPETITIVE EDGE BEST IDEAS
PORTFOLIO SERIES 2000-3
(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 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*, **, ***,
****,*****
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* 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 connec- tion 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
<PAGE>
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 Stanley Dean Witter Select
Equity Trust, Select 10 Industrial Portfolio 99-4, File No.
333-79905.
***** 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 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-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
- ---------------------------
* 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 10 98-1,
Registration No. 333-41785.
** 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.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 2000-3
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
<PAGE>
-2-
equal to the face amount of the letter of credit), to the extent not
used by the Trustee to purchase such Additional Securities within the
90-day period following the first deposit of Securities in the Trust,
shall be distributed to Unit Holders on the Distribution Date next
following such 90-day period or such earlier date as the Depositor and
the Trustee determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
(i) the first part of the first sentence of Section
3.01 Initial Cost shall be amended to substitute the following
language before the phrase "provided, however":
"With respect to the Trust, the cost of the
preparation, printing and execution of the
Certificates, Indenture, Registration Statement and
other documents relating to the Trust, Federal and
State registration fees and costs, the initial fees
and expenses of the Trustee, legal and auditing
expenses and other out-of-pocket organizational
expenses, to the extent not borne by the Sponsor,
shall be paid by the Trust;"
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
<PAGE>
-3-
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 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 3.12 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 3.12 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.
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I. Section 3.06B(3) shall be amended by adding the following:
"and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the following at
the end thereof: "In order to pay the Deferred Sales Charge, the
Trustee shall sell or liquidate an amount of Securities at such time
and from time to time and in such manner as the Depositor shall direct
such that the proceeds of such sale or liquidation shall equal the
amount required to be paid to the Depositor pursuant to the Deferred
Sales Charge program as set forth in the prospectus for a Trust.
K. Section 3.12 shall be added as follows:
Section 3.12. 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
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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.
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 The Competitive Edge Best Ideas Portfolio Series 2000-3 (the
"Competitive Edge 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 Competitive Edge Trust.
E. A Unit is hereby declared initially equal to 1/ th for
the Competitive Edge 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 , .
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J. For purposes of this Series -- Morgan Stanley Dean Witter
Select Equity Trust The Competitive Edge Best Ideas Portfolio Series 2000-3 --
the form of Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the Special Terms and
Conditions of Trust set forth herein as may be appropriate.
K. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $ per 100 Units.
M. For a Unit Holder to receive "in-kind" distribution, such
Unit Holder must tender at least 2,500 Units for redemption, either during the
life of the Trust, or at its termination.
(Signatures and acknowledgments on separate pages)
