<PAGE>
Filer: MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP 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
STRATEGIC GROWTH LARGE-CAP 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 pursu-
ant to Rule 24f-2 promulgated under the Investment Company
Act of 1940, as amended
F. Proposed maximum offering price to the public of the secu-
rities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effec-
tive date until the registrant shall file a further amend-
ment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP 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)
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 Of-
withdrawal or redemption ) fering 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 Termina-
) tion 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 Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion 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 Termina-
of Trust ) tion of the Indenture
(2) Terms and conditions ) Amendment and Termina-
of Trust's Securities ) tion of the Indenture
(3) Provisions of Inden- ) Amendment and Termina-
ture ) tion 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
) Offering 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 Selec-
) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
)
_________________________
* 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 Of-
) fering of Units - Secon-
) dary 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 Termina-
sions of the trust agreement ) tion 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;
positor, trustee, custodian, ) Evaluator - Limitation
etc. ) on Liability
23. Bonding arrangements ) Included on Form
N-8B-2
24. Other material provisions of ) *
the trust agreement )
III. ORGANIZATION PERSONNEL AND
AFFILIATED PERSONS OF DEPOSITOR
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges -
) fees; Public Offering of
) Units - Profit of Spon-
) sor
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;
) Redemption
(b) Schedule as to redemption ) *
price )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
47. Maintenance of position in un- ) See items 10(d), 44 and
derlying securities ) 46
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee )
49. Fees and expenses of Trustee ) Expenses and Charges
50. Trustee's lien ) Expenses and Charges
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 Selec-
from the Trust ) tion; The Trust - Sum-
) mary Description of the
) Portfolio; Sponsor - Re-
) sponsibility
_________________________
* 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 Selec-
the Trust ) tion; Sponsor - Respon-
) sibility
(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 MAY 25, 2000
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-3
A "UNIT INVESTMENT TRUST"
The attached final prospectus for a prior Series of
Morgan Stanley Dean Witter Select Equity Trust Strategic Growth
Large-Cap Portfolio is hereby used as a preliminary prospectus
for Morgan Stanley Dean Witter Select Equity Trust Strategic
Growth Large-Cap 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 dif-
ferent from that included in the attached final prospectus
since each Series has a unique Portfolio. Accordingly, the in-
formation contained herein with regard to the previous Series
should be considered as being included for informational pur-
poses 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
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-2
This prospectus dated April 26, 2000, File No. 333-
33512, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-1
This prospectus dated January 20, 2000, File No. 333-
92127, is hereby incorporated by reference herein.
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-3
This prospectus dated October 14, 1999, File No. 333-
87323, 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 follow-
ing 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
Strategic Growth Large-Cap Portfolio 2000-3. These prior final
prospectuses are incorporated herein by reference.
Morgan Stanley Dean Witter Select Equity Trust
Strategic Growth Large-Cap Portfolio 2000-2
(Registration No. 333-33512)
Morgan Stanley Dean Witter Select Equity Trust
Strategic Growth Large-Cap Portfolio 2000-1
(Registration No. 333-92127)
Morgan Stanley Dean Witter Select Equity Trust
Strategic Growth Large-Cap Portfolio 99-3
(Registration No. 333-87323)
Written consents of the following persons:
. Cahill Gordon & Reindel (included in Exhibit 5)
. Deloitte & Touche LLP
The following Exhibits:
****EX-3(i) Certificate of Incorporation of Dean Witter Rey-
nolds Inc.
****EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated January 22,
1991.
*EX-4.15 Amendment to Exhibit 4.1 dated December 30,
1997.
**EX-4.2 Draft of Reference Trust Agreement.
<PAGE>
***EX-4.3 Amendment dated July 18, 1995 to Trust Indenture
and Agreement dated January 22, 1991.
*****EX-5 Opinion of counsel as to the legality of the se-
curities being registered.
*****EX-23.1 Consent of Independent Auditors.
*****EX-23.2 Consent of Cahill Gordon & Reindel (included in
Exhibit 5).
******EX-24 Powers of Attorney executed by a majority of the
Board of Directors of Dean Witter Reynolds Inc.
****EX-99 Information as to Officers and Directors of Dean
Witter Reynolds Inc. is incorporated by refer-
ence to Schedules A and D of Form BD filed by
Dean Witter Reynolds Inc. pursuant to Rules
15b1-1 and 15b3-1 under the Securities Exchanges
Act of 1934 (1934 Act File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by
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 No. 333-96215 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 Morgan Stanley
Dean Witter Select Equity Trust Select 5 Industrial
Portfolio 2000-2, Registration No. 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 Strategic Growth Large-Cap 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 STRATEGIC
GROWTH LARGE-CAP PORTFOLIO
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*, **,
***, ****, *****
_____________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to the Registration Statement on Form
S-6 for Dean Witter Select Equity Trust, Select 10 Indus-
trial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
Amendment No. 1 to the Registration Statement on Form S-6
for Dean Witter Select Equity Trust, Select 10 Industrial
Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with
the Securities and Exchange Commission in connection with
the Registration Statement on Form S-6 for Dean Witter Se-
lect Equity Trust, Select 10 International Series 95-1, File
No. 33-56389.
<PAGE>
**** 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 Stan-
ley 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 Rey-
nolds Inc.
*EX-4.1 Trust Indenture and Agree-
ment, dated January 22, 1991
*EX-4.15 Amendment to Exhiibt 4.1
dated December 30, 1997.
**EX-4.2 Draft of Reference Trust
Agreement.
***EX-4.3 Amendment dated July 18,
1995 to Trust Indenture and
Agreement dated January 22,
1991.
*****EX-5 Opinion of counsel as to the
legality of the securities
being registered.
*****EX-23.1 Consent of Independent Audi-
tors.
*****EX-23.2 Consent of Cahill Gordon &
Reindel (included in Ex-
hibit 5).
******EX-24 Powers of Attorney executed
by a majority of the Board
of Directors of Dean Witter
Reynolds Inc.
<PAGE>
****EX-99 Information as to Officers
and Directors of Dean Witter
Reynolds Inc. is incorpo-
rated by reference to Sched-
ule A and D of Form BD filed
by Dean Witter Reynolds Inc.
pursuant to Rules 15b1-1 and
15b3-1 under the Securities
Exchange Act of 1934 (1934
Act File No. 8-14172).
___________________________
* The Trust Indenture and Agreement is incorporated by
reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the
Registration Statement of Morgan Stanley Dean Witter Select
Equity Trust Select 5 Industrial Portfolio 2000-2,
Registration No. 333-96215 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 Morgan Stanley
Dean Witter Select Equity Trust Select 5 Industrial
Portfolio 2000-2, Registration No. 333-96215.
***** To be filed by amendment.
****** Previously Filed.
<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 2000
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 incorpo-
rated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though
said provisions had been set forth in full in this instrument ex-
cept 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 follow-
ing:
<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 be-
low, be borne by the Unit Holders, provided, however, that,
to the extent all of such costs are not borne by Unit Hold-
ers, the amount of such costs not borne by Unit Holders
shall be borne by the Depositor and, provided further, how-
ever, 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 Ac-
count or Accounts specified in the Prospectus or, if no Ac-
count 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 De-
positor, 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 distribu-
tion, 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 of-
fering period and shall not be reflected in the computation
of the Unit Value prior thereto. As used herein, the De-
positor's reimbursable expenses of organizing the Trust and
sale of the Trust Units shall include the cost of the ini-
tial preparation and typesetting of the registration state-
ment, prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to the Trust, SEC
and state blue sky registration fees, the cost of the ini-
tial 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 in-
cluding 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 Wit-
ter Select Equity Trust Strategic Growth Large-Cap Portfolio
2000-3 (the "Strategic Growth Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Rey-
nolds Inc.
D. The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is for the Stra-
tegic Growth Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and , and
such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
K. The Trustee's annual fee as defined in Section
6.04 of the Indenture shall be $ per 100 Units if the great-
est number of Units outstanding during the period is 10,000,000
or more; $ per 100 Units if the greatest number of Units
outstanding during the period is between 5,000,000 and 9,999,999;
<PAGE>
and $ per 100 Units if the greatest number of Units out-
standing during the period is 4,999,999 or less.
L. For a Unit Holder to receive "in-kind" distribu-
tion 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)
