<PAGE>
Utility Stock Series 3
File No. 33-16384
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 10
TO 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:
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 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 agent 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
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant
to paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 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; Administra-
Trust Agreement tion of the Trust _ Ter-
mination
7. Changes of name *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
a) Type of Securities Rights of Unit Holders --
(Registered or Bearer) Unit Holders
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b) Type of Securities
(Cumulative or Distribu-
tive) Administration of the
Trust -- Distributions
c) Rights of Holders as to Rights of Unit Holders _
Withdrawal or Redemption Unit Holders; Redemption;
Public Offering of
Units-Secondary Market;
Exchange Option
d) Rights of Holders as to Public Offering of Units
conversion, transfer, etc. _ Secondary Market; Ex-
change Option; Redemp-
tion; Rights of Unit
Holders _ Unit Holders
e) Lapses or defaults with *30
respect to periodic pay-
ment plan certificates
f) Voting rights as to Secu- Rights of Unit Holders -
rities under the Indenture Certain Limitations; Ad-
ministration of the
Trust -- Amendment; --
Termination
g) Notice to Holders as to
change in:
1) Assets of Trust Administration of the
Trust -- Portfolio Super-
vision; The Trust-Summary
Description of the Port-
folio
2) Terms and Conditions Administration of the
of Trust's Securities Trust -- Amendment
3) Provisions of Trust Administration of the
Trust -- Amendment
4) Identity of Depositor Resignation, removal and
and Trustee Liability -- Regarding
the Trustee; -- Regarding
the Sponsor
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
h) Consent of Security Hold-
ers required to change:
1) Composition of assets Administration of the
of Trust Trust -- Amendment
2) Terms and conditions Administration of the
of Trust's Securities Trust -- Amendment
3) Provisions of Inden- Administration of the
ture Trust -- Amendment
4) Identity of Depositor *30
and Trustee
11. Type of securities comprising The Trust _ Summary De-
units scription of the Portfo-
lio; - Objectives and Se-
curities Selection
12. Type of securities comprising *30
periodic payment certificates
13. a) Load, fees, expenses, etc. Public Offering of
Units -- Public Offering
Price; - Volume Discount;
Exchange Option; Expenses
and Charges
b) Certain information re- *30
garding periodic payment
certificates
c) Certain percentages Public Offering of
Units -- Public Offering
Price; -- Profit of Spon-
sor; -- Volume Discount;
Exchange Option
d) Certain other fees, etc. Rights of Unit Holders --
payable by holders Unit Holders
e) Certain profits receivable Public Offering of Units
by depositor, principal _ Profit of Sponsor
underwriters, trustee or
affiliated persons
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
f) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction
15. Receipt and handling of pay- Public Offering of Units
ments from purchasers - Profit of Sponsor
16. Acquisition and disposition of Introduction; Administra-
underlying securities tion of the Trust --
Portfolio Supervision;
The Trust -- Objectives
and Securities Selection
17. Withdrawal or redemption Redemption; Public Offer-
ing of Units -- Secondary
Market; Exchange Option;
Rights of Unit Holders
18. a) Receipt and disposition of Administration of the
income Trust
b) Reinvestment of distribu- The Trust Reinvestment
tions Program
c) Reserves or special fund Administration of the
Trust _ Distributions
d) Schedule of distribution *30
19. Records, accounts and report Administration of the
Trust; Resignation, Re-
moval and Liability
20. Certain miscellaneous provi- Administration of the
sions of the trust agreement Trust -- Amendment;
-- Termination
-- Resignation, Removal
and Liability
-- Regarding the Trustee;
-- Regarding the Sponsor
21. Loans to security holders *30
22. Limitations on liability Resignation, Removal and
Liability
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
trust agreement
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor Miscellaneous -- Sponsor
26. Fees received by Depositor Public Offering of
Units-Profit of Sponsor
27. Business of Depositor Miscellaneous -- Sponsor;
and Included in Form
N-8B-2
28. Certain information as to offi- *30
cials and affiliated persons of
Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor *30
31. Payments by Depositor for cer- *30
tain other services
32. Payments by Depositor for cer- *30
tain other services rendered to
trust
33. Remuneration of employees of *30
Depositor for certain services
rendered to trust
34. Remuneration of other persons *30
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
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
36 Suspension of sales of trust's *30
securities
37. Revocation of authority to dis- *30
tribute
38. a) Method of distribution Public Offering of Units
b) Underwriting agreements
c) Selling agreements
39. a) Organization of principal Miscellaneous -- 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- Miscellaneous -- Sponsor
derwriter
b) Branch officers of princi- *30
pal underwriter
c) Salesman of principal un- *30
derwriter
42. Ownership of trust's securities *30
by certain persons
43. Certain brokerage commissions *30
received by principal under-
writer
44. a) Method of valuation Public Offering of Units
-- Public Offering Price;
-- Secondary Market
b) Schedule as to offering *30
price
c) Variation in offering Public Offering of Units-
price to certain persons -- Volume Discount; Ex-
change Option
45. Suspension of redemption rights *30
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
46 a) Redemption valuation Public Offering of Units
_ Secondary Market; Re-
demption -- Right of Re-
demption;
-- Computation of Redemp-
tion Value
b) Schedule as to redemption *30
price
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 Miscellaneous -- Trustee
Trustee
49. Fees and expenses of Trustee The Trust -- Income and
Distributions; 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- *30
ance Company
b) Type of policies *30
c) Type of risks insured and *30
excluded
d) Coverage of policies *30
e) Beneficiaries of policies *30
f) Terms and manner of can- *30
cellation
g) Method of determining pre- *30
miums
h) Amount of aggregate premi- *30
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
ums paid
i) Who receives any part of
premiums *30
j) Other material provisions *30
of the Trust relating to
insurance
VII. Policy of Registrant
52. a) Method of selecting and Administration of the
eliminating securities Trust -- Portfolio Super-
from the Trust vision; The Trust -- Ob-
jectives and Securities
Selection; - Summary De-
scription of the Portfo-
lio
b) Elimination of securities *30
from the Trust
c) Policy of Trust regarding Administration of the
substitution and elimina- Trust -- Portfolio Super-
tion of securities vision; The Trust -- Ob-
jectives and Securities
Selection; -- Summary De-
scription of the Portfo-
lio
d) Description of any funda- Administration of the
mental policy of the Trust Trust _ Portfolio Super-
vision; the Trust -- Ob-
jectives and Securities
Selection;-- Summary De-
scription of the Portfo-
lio
53. a) Taxable status of the Tax Status of the Trust
Trust
b) Qualification of the Trust *30
as regulated investment
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
company
VIII. Financial and Statistical Information
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan certifi-
cates
56. Certain information regarding *30
periodic payment plan certifi-
cates
57. Certain information regarding *30
periodic payment plan certifi-
cates
58. Certain information regarding *30
periodic payment plan certifi-
cates
59 Financial statements Statement of Financial Condi-
(Instruction 1(c) to Form S-6) tion; Statements of Operations;
Statements of Changes in Net
Assets
____________________
*30 Not applicable, answer negative or not required.
<PAGE>
LOGO
DEAN WITTER SELECT
EQUITY TRUST
UTILITY STOCK SERIES 3
(A Unit Investment Trust)
_______________________________________________________________
This Trust was formed for the purpose of providing current high
income through investment in a fixed portfolio consisting pri-
marily of publicly traded common stocks, and, to a lesser ex-
tent, cumulative preferred stocks, issued by domestic public
utility companies. The value of the Units of the Trust will
fluctuate with the value of the portfolio of underlying Securi-
ties. Minimum Purchase: 1,000 Units.
_______________________________________________________________
The Initial Public Offering of Units in the Trust has been com-
pleted. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by pur-
chase from the Trustee of Units tendered for redemption or in
the Secondary Market.
_______________________________________________________________
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
_______________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________________________________
Read and retain this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or guar-
anteed or endorsed by, any bank, and the Units are not feder-
ally insured by the Federal Deposit Insurance Corporation, Fed-
eral Reserve Board, or any other agency.
Prospectus dated February 5, 1998
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.,
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
TABLE OF CONTENTS
Page
Table of Contents.............................. A-1
Summary of Essential Information............... A-3
Introduction................................... 1
The Trust...................................... 2
Special Considerations.................... 2
Summary Description of the Portfolio...... 3
Certain Risks Affecting Securities
of Utilities Companies.................... 5
Objectives and Securities Selection....... 8
Income and Distributions.................. 10
Tax Status of the Trust........................ 11
Public Offering of Units....................... 15
Public Offering Price..................... 15
Public Distribution....................... 16
Secondary Market.......................... 16
Profit of Sponsor......................... 17
Volume Discount........................... 17
Exchange Option................................ 18
The Trust Reinvestment Program................. 20
Redemption..................................... 22
Right of Redemption....................... 22
Computation of Redemption Value........... 23
Postponement of Redemption................ 25
Rights of Unit Holders......................... 25
Unit Holders.............................. 25
Certain Limitations....................... 25
Expenses and Charges........................... 26
Fees...................................... 26
Other Charges............................. 27
Administration of the Trust.................... 28
Records and Accounts...................... 28
Distributions............................. 28
Portfolio Supervision..................... 29
Reports to Unit Holders................... 31
Amendment................................. 32
Termination............................... 32
Resignation, Removal and Liability............. 33
A-1
<PAGE>
Page
Regarding the Trustee..................... 33
Regarding the Sponsor..................... 34
Miscellaneous.................................. 34
Sponsor................................... 34
Trustee................................... 35
Legal Opinions............................ 35
Auditors....................................... 35
Independent Auditors' Report................... F-1
Sponsor:
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Trustee:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT
CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.
A-2
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
As of November 30, 1997
Number of Units 18,289,026
Fractional Undivided Interest in the Trust Represented by Each Unit 18,289,026th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust $19,381,115
Divided by 18,289,026 Units (times 1,000) $ 1,059.71
Plus Sales Charge<F1> of 4.250% of Public Offering Price (4.439% of net amount invested in
Securities) 47.04
Public Offering Price per 1,000 Units $ 1,106.75
Plus amounts per 1,000 Units of Undistributed Principal and Net Investment Income 9.87
$ 1,116.62
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based on the
value of the underlying Securities, $47.04 less than the Public Offering Price per Unit
plus undistributed principal and net investment income $ 1,069.58
<S> <C> <S> <C>
Evaluation Time Close of trading on the New York Stock Exchange
(currently 4:00PM New York time).
Monthly Record Dates The first day of each month.
Monthly Distribution Dates The fifteenth day of each month.
Minimum Capital Distribution Amount No distribution (other than capital gain
distribution) need be made from the Capital Account
if the balance therein is less than $5.00 per 1,000
Units outstanding.
Mandatory Termination Date July 1, 2012.
Discretionary Liquidation Amount The Trust may be terminated by the Sponsor if the
value of the portfolio of the Trust at any time is
less than $19,124,403.00
Trustee's Fee and expenses $2.04 per 1,000 Units.
Sponsor's Annual Portfolio Supervision Fee
<F1>Volume purchasers of Units are entitled to a reduced sales charge. See "Public Offering of Units - Volume
Discount" in this Prospectus.
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust,
Utility Stock Series 3 (the "Trust") is a unit investment trust
composed primarily of dividend paying publicly traded common
stocks and, to a lesser extent, preferred stocks issued by do-
mestic public utility companies (the "Securities"). The objec-
tive of the Trust is the current receipt of income. The pay-
ment of dividends on the Securities in the Trust is dependent
on the amounts made available by each issuer for distribution
and the decisions of its board of directors. Declaration of
dividends will generally depend upon several factors, including
the financial condition of the issuers and general economic
conditions. Therefore, there is no guarantee that the objec-
tive of the Trust will be achieved. Investors should also be
aware that as a result of the Trust's investment in companies
whose principal business activities fit into one sector of the
market, an investment in the Trust can be expected to experi-
ence greater fluctuations in value than other trusts which in-
vest in a broader range of industries and market segments. Un-
der certain circumstances, the Sponsor may direct the Trustee
to reinvest certain surplus moneys in the Capital Account in
additional Securities.
MONTHLY DISTRIBUTIONS -- Monthly distributions of in-
come (but not capital gains) received by the Trust will be made
on or shortly after the fifteenth day of each month. Alterna-
tively, Unit Holders may elect to have their monthly distribu-
tions reinvested in the Trust Reinvestment Program (see: "The
Trust Reinvestment Program"). Distributions of net realized
capital gains, if any, will be made annually within 30 days of
the end of the Trust's taxable year (see: "Administration of
the Trust -- Distributions").
PUBLIC OFFERING PRICE -- The Public Offering Price
per 1,000 Units is calculated daily, computed on the basis of
the aggregate evaluation of the underlying Securities next com-
puted after receipt of a purchase order divided by the number
of Units outstanding times 1,000, plus a sales charge of 4.25%
of such evaluation per 1,000 Units (the net amount invested);
this results in a sales charge of 4.4386% of the Public Offer-
ing Price. (See: "Public Offering of Units".) The sales
charge is reduced on a graduated scale for sales involving at
least $100,000 (see: "Volume Discount").
MARKET FOR UNITS -- The Sponsor, though not obligated
to do so, intends to maintain a market for the Units. If such
market is not maintained, a Unit Holder will be able to dispose
of its Units through redemption at prices based on the aggre-
A-4
<PAGE>
gate value of the underlying Securities (see: "Redemption").
Market conditions may cause such prices to be greater or less
than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of
the Trust should be made with an understanding of the risks in-
herent in an investment in common stocks, including risks asso-
ciated with the rights of holders of common stock to receive
payments from issuers; such rights are inferior to those of
creditors and holders of debt obligations or preferred stock.
Additionally, holders of common stock have rights to receive
dividends only when, as and if declared by the issuer's board
of directors. Because the common stocks in the Portfolio have
been chosen for their high current income, it is unlikely that
such securities will experience significant dividend growth
during the life of the Trust. Investors should also be aware
that the value of the underlying Securities in the Portfolio
may fluctuate in accordance with changes in the value of common
stocks generally and changes in the value of common stocks of
the public utility industry in particular. The Trust is con-
sidered to be concentrated in gas and electric public utility
stocks (100% of the aggregate market value of the Trust). In
addition, the issuers of all of the Securities in the Portfolio
face construction, regulatory, operating and financial risks
associated with the construction and operation of nuclear gen-
erating facilities. (See: "The Trust -- Special Considera-
tions" and "The Trust -- Summary Description of the Portfo-
lio".)
In addition to the risks inherent in the investment
in any trust containing equity securities such as those dis-
cussed above, there are certain risks involved in investing in
the Trust due to its concentration in stocks of one industry.
The Trust's concentration in securities of a single or several
industry sectors means that the Trust's performance is closely
related to the specific industry conditions as well as general
market conditions experienced in all sectors of the economy as
a whole. As a result, changes in the economic conditions af-
fecting the selected sectors will tend to have a greater impact
on the value of Units of this Trust than on Units of trusts
which invest in a broader based portfolio of stocks. These
factors may result in a potentially greater return, but may
also tend to make the value of the Units more volatile than
other investments. An increase in market interest rates may
result in a decline in value of the Securities in the Portfolio
of the Trust.
SPECIAL CHARACTERISTICS OF THE TRUST -- The Portfolio
of the Trust consists of twenty-one issues of Securities
twenty-one of which are common stocks. All twenty-one issues
of Securities were issued by gas and electric public utilities
A-5
<PAGE>
companies. (See: "The Trust -- Summary Description of the
Portfolio" and "Schedule of Portfolio Securities".)
The Trust will be terminated and liquidated on
July 1, 2012, regardless of market conditions at that time.
On January 21, 1998, the aggregate market value of
the Securities in the Trust was $19,752,944.85, including
$44,972.54 in cash.
MINIMUM PURCHASE -- 1,000 Units.
A-6
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
____________________
INTRODUCTION
The Dean Witter Select Equity Trust, Utility Stock
Series 3 (the "Trust") was created on December 2, 1987 (the
"Date of Deposit"), by deposit of certain securities (the
"Securities") under the laws of the State of New York pursuant
to a Trust Indenture (the "Indenture") and a Standard Terms and
Conditions of Trust (the "Agreement") (collectively, the
"Indenture and Agreement"),a between Dean Witter Reynolds Inc.
(the "Sponsor") and United States Trust Company of New York
(the "Trustee"). The Sponsor is a principal operating subsidi-
ary of Dean Witter, Discover & Co. ("DWDC"), a publicly-held
corporation. (See: "Miscellaneous -- Sponsor", herein.) The
purpose and objective of the Trust is to provide current income
through investment in a fixed portfolio of Securities (the
"Portfolio") consisting of dividend paying publicly traded com-
mon stock and preferred stock issued by domestic public utility
companies. There is no assurance that this objective will be
met because the payment of dividends is dependent upon the
amount each issuer has available for distribution and the deci-
sions of its board of directors.
The Trust was created simultaneously with the deposit
of the Securities by the Sponsor with the Trustee and the exe-
cution of the Indenture and Agreement. The Trustee then imme-
diately delivered to the Sponsor certificates of beneficial in-
terest (the "Certificates") representing the units (the
"Units") comprising the entire ownership of the Trust. Through
this Prospectus, the Sponsor is offering the Units for sale to
the public. The holders of Certificates (the "Unit Holders")
will have the right to have their Units redeemed at a price
based on the market value of the Securities (the "Redemption
Value") if they cannot be sold in the over-the-counter market
which the Sponsor, although not obligated to, proposes to main-
tain.
On January 21, 1998, each Unit represented the frac-
tional undivided interest in the Securities and net income of
a Reference is hereby made to said Indenture and Agreement
and any statements contained herein are qualified in their
entirety by the provisions of said Indenture and Agree-
ment.
-1-
<PAGE>
the Trust, set forth under "Summary of Essential Information".
Thereafter, if any Units are redeemed, the amount of Securities
in the Portfolio will be reduced, and the fractional undivided
interest represented by each remaining Unit in the balance of
the Trust will be increased. However, if additional Units are
issued by the Trust the aggregate value of the Securities in
the Portfolio will be increased by amounts allocable to such
additional Units and the fractional undivided interest in the
balance will be decreased. In both cases, the actual interest
in the Trust represented by each Unit will remain unchanged.
Units will remain outstanding until redeemed upon tender to the
Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture
and Agreement.
Additional Units may be issued after the initial Date
of Deposit in respect of additional Securities deposited in the
Trust by the Sponsor and the reinvestment of distributions of
the Trust (see: "The Trust Reinvestment Program"). Because of
possible market fluctuations, the purchase price to the Trust
of such additional Securities may differ from the original pur-
chase price of the Securities in the Portfolio. If such addi-
tional Securities are purchased at a higher price than the Se-
curities originally deposited, then the amounts includible in
the taxable income of the Trust in proportion to the asset
value of the Trust will be reduced for all Unit Holders, not
just the Unit Holders of such additional Units. Conversely, if
such additional Securities are purchased at a lower price than
the Securities originally deposited, then the amounts includi-
ble in the taxable income of the Trust in proportion to the as-
set value of the Trust will be increased for all Unit Holders
not just the Unit Holders of such additional Units.
From June 1, 1988 to November 3, 1989, the calcula-
tion of the Public Offering Price and the Redemption Value per
Unit was in error. In addition, in the past, certain Unit
Holders may have received distributions from the Income Account
which exceeded the proper amount due them. However, the Trus-
tee has concluded that neither the error nor the
over-distribution had a material effect on the financial condi-
tion of the Trust or the amount of the Public Offering Price or
the Redemption Value per Unit. It is possible that the Trustee
may seek reimbursement from such Unit Holders in the form of a
reduction in the current and future distributions from the In-
come Account.
-2-
<PAGE>
THE TRUST
Special Considerations
An investment in Units of the Trust should be made
with an understanding of the risks which an investment in pub-
licly-traded common and preferred stock issued by domestic
utility companies may entail, including the risk that the value
of the Portfolio and hence of the Units will decline with de-
creases in the market value of the Securities. The Trust will
be terminated and liquidated on the Mandatory Termination Date,
as set forth under "Summary of Essential Information", and the
Securities will be sold, regardless of market conditions at
that time. The Trust may be terminated earlier under certain
conditions (see: "Administration of the Trust -- Termina-
tion").
Summary Description of the Portfolio
As used herein, the terms "Common Stocks" and
"Preferred Stocks" refer to the common stocks and the preferred
stocks, respectively, deposited in the Trust and described un-
der "Schedule of Portfolio Securities". The term "Securities"
refers to the Common Stocks and the Preferred Stocks and any
additional common and preferred stocks subsequently acquired by
the Trust pursuant to the Indenture and Agreement.
An investment in Units of the Trust should be made
with an understanding of the risks inherent in an investment in
equity securities, including risks arising from the fact that
holders of common and preferred stocks have rights to receive
payments from the issuers of those stocks that are generally
inferior to those of creditors of, or holders of debt obliga-
tions issued by, such issuers. Furthermore, the rights of
holders of common stocks generally are inferior to the rights
of holders of preferred stocks. Holders of common stocks of
the type held in the Portfolio have a right to receive divi-
dends only when and if, and in the amounts, declared by the is-
suer's board of directors and to participate in amounts avail-
able for distribution by the issuer only after all other claims
on the issuer have been paid or provided for. By contrast,
holders of preferred stocks have the right to receive dividends
at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis, but do not partici-
pate in other amounts available for distribution by the issuing
corporation. Cumulative preferred stock dividends must be paid
before common stock dividends, and any cumulative preferred
stock dividend omitted is added to future dividends payable to
the holders of such cumulative preferred stock. Preferred
stocks are also entitled to rights on liquidation which are
senior to those of common stocks. For these reasons, preferred
-3-
<PAGE>
stocks entail less risk than common stocks. However, neither
preferred nor common stocks represent an obligation or liabil-
ity of the issuer and therefore do not offer any assurance of
income or provide the degree of protection of capital of debt
securities. The issuance of debt securities (as compared with
both preferred and common stock) and preferred stock (as com-
pared with common stock) will create prior claims for payment
of principal and interest (in the case of debt securities) and
dividends and liquidation preferences (in the case of preferred
stock) which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its common stock
or the rights of holders of common stock with respect to assets
of the issuer upon liquidation or bankruptcy. Further, unlike
debt securities which typically have a stated principal amount
payable at maturity (which value will be subject to market
fluctuations prior thereto), or preferred stocks which typi-
cally have liquidation preference and which may have stated op-
tional or mandatory redemption provisions, common stocks have
neither a fixed principal amount nor a maturity date and have
values which are subject to market fluctuations for as long as
the common stocks remain outstanding. The value of the securi-
ties in the Portfolio thus may be expected to fluctuate over
the entire life of the Trust. The Sponsor may direct the Trus-
tee to dispose of securities and purchase substitute securities
under certain specified circumstances (see: "Administration of
the Trust -- Portfolio Supervision"). However, Securities may
not be disposed of solely as a result of normal fluctuations in
market value.
Payment and Life of the Preferred Stocks in the
Trust. Because certain of the preferred stocks included in the
Portfolio from time to time may be redeemed or may be sold un-
der certain circumstances described herein, no assurance can be
given that the Trust will retain for any length of time its
present size, composition and return. (See: "Redemption" and
"Administration of the Trust -- Portfolio Supervision".) Many
of these preferred stocks may be subject to redemption prior to
their stated final redemption date pursuant to optional refund-
ing or sinking fund redemption provisions or otherwise. In
general, optional refunding redemption provisions are more
likely to be exercised when the value of a preferred stock is
at a premium over par or stated value than when it is at a dis-
count from par or stated value. Generally, the value of a pre-
ferred stock will be at a premium over par or stated value when
market interest rates fall below the rate of return on the
stocks. Certain preferred stocks in the Portfolio may be sub-
ject to redemption pursuant to sinking fund provisions early in
the life of the Trust. These provisions are designed to redeem
a significant portion of an issue gradually over the life of
the issue; obligations to be redeemed are generally chosen by
lot or redeemed proportionately. The "Schedule of Portfolio
-4-
<PAGE>
Securities" contains a listing of the sinking fund and optional
redemption provisions with respect to the preferred stocks.
The Indenture authorizes, but does not require, the Sponsor, as
part of its administrative function, to instruct the Trustee to
reinvest amounts realized from the redemption of any preferred
stock in substitute Securities (see: "Administration of the
Trust -- Portfolio Supervision").
Certain Risks Affecting Securities of Utilities Companies
Revenues of issuers in the utilities industry are
typically derived from power generating facilities, and include
revenues from the sale of electricity generated and distributed
by power agencies using hydroelectric, nuclear, fossil fuel or
other power sources. Certain aspects of the operation of such
facilities, particularly with regard to generation and trans-
mission at the wholesale level, are regulated by the Federal
Energy Regulatory Commission ("FERC"); more extensive regula-
tion (affecting retail rate structures) is provided by state
public service commissions. Special considerations include:
restrictions on operations and increased costs and delays at-
tributable to environmental statutes and regulations; the dif-
ficulties of the utilities in financing or refinancing large
construction programs and of the capital markets in absorbing
utility debt and equity securities; fluctuations in fuel sup-
plies and costs, and costs associated with conversion to alter-
nate fuel sources; uncertainties with regard to demand projec-
tions due to changing economic conditions, implementation of
energy conservation measures and competitive cogeneration proj-
ects; and other technical and cost factors. Issuers relying
upon hydroelectric generation may encounter difficulties when
applying for periodic renewal of licenses from FERC to operate
dams. Issuers relying upon coal as a fuel source may be sub-
ject to significant costs and operating restrictions to comply
with emission standards which have been adopted to alleviate
the problems associated with acid rain. Issuers relying upon
fossil fuel sources and located in air quality regions desig-
nated as nonattainment areas may become subject to pollution
control measures (which could include abandonment of construc-
tion projects in progress, plant shutdowns or relocation of fa-
cilities) ordered pursuant to the Clean Air Act.
Some of the issuers of Securities in the Portfolio
may own, operate or participate on a contractual basis with nu-
clear generating facilities, which are licensed and regulated
by the Nuclear Regulatory Commission (the "NRC"). Issuers of
Securities may incur substantial expenditures as a result of
complying with NRC requirements. Additional considerations in-
clude: the frequency and duration of plant shutdowns and asso-
ciated costs due to maintenance or safety considerations; the
problems and associated costs related to the use and disposal
-5-
<PAGE>
of radioactive materials and wastes in compliance with Federal
and local law; the implementation of emergency evacuation plans
for areas surrounding nuclear facilities; and other issues as-
sociated with construction, licensing, regulation, operation
and eventual decommissioning of such facilities. These Securi-
ties may be subject to industry-wide fluctuations in market
value as a consequence of market perception of certain highly
publicized events, as in the Washington Public Power Supply
System's defaults on its Project 4 and 5 revenue bonds and the
1988 bankruptcy filing by the Public Service Corporation of New
Hampshire. Federal, state or municipal government authorities,
or voters by initiative, may from time to time impose addi-
tional regulations or take such other governmental action which
might cause delays in the licensing, construction or operation
of nuclear power plants, or the suspension or cessation of op-
erations of facilities.
Gas and Electric Public Utility Industry. The Trust
is considered to be "concentrated" in stocks of the gas and
electric public utility industry. In view of this, an invest-
ment in the Trust should be made with an understanding of the
problems inherent in that industry. Utilities are generally
subject to extensive regulation by state utility commissions
which, for example, establish the rates which may be charged
and the appropriate rate of return on an approved asset base,
which must be approved by the state commissions. Certain
utilities have had difficulty from time to time persuading
regulators, who are subject to political pressures, to grant
rate increases necessary to maintain an adequate return on in-
vestment and voters in many states have the ability to impose
limits on rate adjustments (for example, by initiative or ref-
erendum). Any unexpected limitations could negatively affect
the profitability of utilities whose budgets are planned far in
advance. Also, changes in certain accounting standards imple-
mented by the Financial Accounting Standards Board could cause
significant write-downs of assets and reductions in earnings
for many investor-owned utilities. Certain of the issuers of
the Securities in the Portfolio may own or operate nuclear gen-
erating facilities. Governmental authorities may from time to
time review existing, and impose additional, requirements gov-
erning the licensing, construction and operation of nuclear
power plants. In addition, gas pipeline and distribution com-
panies have had difficulties in adjusting to short and surplus
energy supplies, enforcing or being required to comply with
long-term contracts and avoiding litigation from their custom-
ers, on the one hand, or suppliers, on the other. Other prob-
lems include difficulty in financing large construction pro-
grams during inflationary periods, rising costs of transporta-
tion to transport fossil fuels, the uncertainty of transmission
service costs, changes in tax laws which may adversely affect a
utility's ability to operate in a profitable manner, recent re-
-6-
<PAGE>
ductions in estimates for future demand for electricity and gas
in certain regions, uncertain availability and increased cost
of capital, steady rises in fuel costs and costs associated
with converting to alternate sources of fuel for electric gen-
eration, restrictions on operations and increased costs and de-
lays attributable to environmental considerations and regula-
tions, difficulty of raising capital in adequate amounts on
reasonable terms in periods of high inflation and unsettled
capital markets, the greatly increased costs and reduced avail-
ability of certain types of fuel, the occasionally reduced
availability and high cost of natural gas for resale, the ef-
fects of energy conservation, the effects of a national energy
policy and lengthy delays and greatly increased costs. Other
problems include those associated with the design, construc-
tion, licensing, regulation and operation of nuclear facilities
for electric generation (particularly in the aftermath of the
Three Mile Island incident), such as the problems associated
with the use of radioactive materials and the disposal of ra-
dioactive wastes. There are substantial differences between
the regulatory policies and practices of various jurisdictions,
and any given regulatory agency may make major shifts in policy
from time to time. There is no assurance that regulatory
authorities will in the future grant rate increases or that any
such increases will be adequate to permit the payment of divi-
dends on common stocks. Additionally, existing and possible
future regulatory legislation may make it even more difficult
for these utilities to obtain adequate rate relief. The Na-
tional Energy Policy Act (the "Act") is expected to have a sig-
nificant impact on the electric utility industry. The Act pro-
vides increased access to electric transmission systems by in-
dependent power producers and other suppliers and purchasers of
electricity. These changes are expected to increase competi-
tion in the energy supply and generation business. Such in-
creased competition may result in a reduction in the income of
the issuers of the Securities in the portfolio, the value of
such Securities, such issuers ability to pay dividends and a
decline of the economic viability of such issuers.
Each of the problems referred to above could ad-
versely affect the ability and the inclination of public utili-
ties to declare or to pay dividends and the ability of holders
of common stock to realize any value from the assets of the is-
suer upon liquidation or bankruptcy. All of the electric and
gas utilities which are issuers of the Securities in the Trust
Portfolio have been experiencing one or more of these problems
in varying degrees. Moreover, price disparities within se-
lected utility groups and discrepancies in relation to averages
and indices have occurred frequently for reasons not directly
related to the general movement of price levels of utility com-
mon stocks. Causes of these disparities and discrepancies in-
clude changes in the overall demand for or supply of various
-7-
<PAGE>
securities (including the potentially depressing effect of new
stock offerings), and changes in investment objectives, market
expectations or cash requirements of other purchasers and sell-
ers of securities.
The Public Utility Holding Company Act of 1935 (the
"1935 Act") regulates, among other things, certain acquisitions
of voting securities of electric utility companies and gas
utility companies by any one who is an "affiliate" of a public
utility company (a person or organized group of persons that
directly or indirectly owns, controls or holds with power to
vote 5% or more of the outstanding voting securities of a pub-
lic utility company). In addition, the 1935 Act requires a
"holding company" (among other categories, a company which di-
rectly or indirectly owns, controls or holds with power to vote
10% or more of the outstanding voting securities of a public
utility company or a "holding company") to register as such
with the Securities and Exchange Commission and be otherwise
subject to certain restrictions on the acquisition of securi-
ties and other interests in public utility companies. In order
to avoid becoming an "affiliate", the Dean Witter Select Equity
Trust has adopted an investment restriction that it will not
purchase securities of a public utility company if by reason
thereof the Dean Witter Select Equity Trust, including this and
all prior and subsequent series of the Dean Witter Select Eq-
uity Trust, would hold 5% or more of the outstanding voting se-
curities of the issuer. Nevertheless, if the Dean Witter Se-
lect Equity Trust were considered to be a member of an organ-
ized group of persons, the 1935 Act might limit the Dean Witter
Select Equity Trust's acquisitions of the voting securities of
public utility companies by reason of the control by the group
of 5% or more of the voting securities of a public utility com-
pany. The Sponsor believes that even if this and all subse-
quent series of the Dean Witter Select Equity Trust are appro-
priately included in a group, it is unlikely that the holdings
of such group will aggregate as much as 5% of the voting secu-
rities of any public utility company.
Objectives and Securities Selection
The objective of the Trust is the current receipt of
income through an investment in a fixed diversified portfolio
of Securities. There is, of course, no guarantee that the
Trust's objective will be achieved.
In selecting the Common and Preferred Stocks for de-
posit in the Portfolio of the Trust on the Date of Deposit, the
following factors, among others, were considered by the Spon-
sor: (i) the quality of the Common and Preferred Stocks (based
upon the Sponsor's judgment as to the possible risk of dividend
impairment and as to the potential for dividend growth taking
-8-
<PAGE>
into account an appraisal relating to the maintenance and
growth of earnings in the light of the past performance of the
issuer), (ii) the yield and price of the Common and Preferred
Stocks relative to other public utility common stocks of compa-
rable quality and (iii) the variety of the utility stocks in
the Portfolio, taking into account the availability in the mar-
ket of utility issues which meet the Trust's quality, yield and
price criteria.
The yield and price of utility common stocks of the
type deposited in the Trust are dependent on a variety of fac-
tors, including money market conditions, general conditions of
the corporate bond and equity markets, size of a particular of-
fering and capital structure of the issuer. Each issuer of Se-
curities has paid a cash dividend on its common stock continu-
ally for several years. However, as discussed above, continued
payment of, or increase or decrease in, dividends is voluntary
and subject to many factors and thus cannot be assured. (See:
"Schedule of Portfolio Securities" for information with respect
to the percentage of the Portfolio represented by each Common
and Preferred Stock.)
The Trust consists of the Securities listed under
"Schedule of Portfolio Securities", as may continue to be held
from time to time in the Trust, and any additional and substi-
tute Securities acquired and held by the Trust pursuant to the
provisions of the Indenture (including provisions with respect
to the reinvestment of Trust distributions of Unit Holders who
have elected such reinvestment), together with undistributed
income therefrom and undistributed and uninvested cash realized
from the disposition of Securities (see: "Administration of the
Trust"). Neither the Sponsor nor the Trustee shall be liable
in any way for any default, failure or defect in any of the Se-
curities.
Because certain Securities from time to time may be
sold or their percentage reduced under certain circumstances
described herein, no assurance can be given that the Trust will
retain for any length of time its present size and composition
(see: "Administration of the Trust -- Portfolio Supervision").
The Indenture authorizes, but does not require, the Sponsor, as
part of its administrative function, to instruct the Trustee to
reinvest the net proceeds of the sale of Securities in substi-
tute Securities to the extent that such proceeds are not re-
quired for the redemption of Units.
The Trust is organized as a unit investment trust and
not as a management investment company. Therefore, neither the
Trustee nor the Sponsor has the authority to manage the Trust's
assets fully in an attempt to take advantage of various market
conditions to improve the Trust's net asset value and, further,
-9-
<PAGE>
the Securities in the Portfolio may be disposed of only under
limited circumstances. (See: "Administration of the Trust --
Portfolio Supervision".)
Income and Distributions
The net annual income per 1,000 Units is determined
by subtracting from the annual dividend income of the Securi-
ties in the Trust Portfolio the estimated annual expenses
(total estimated annual Trustee's, Sponsor's and administrative
fees and expenses) and dividing by the number of Units out-
standing times 1,000. The net annual income per 1,000 Units
will change as the issuers of the Securities change their
dividend rate, as the Securities are sold, as substitute or ad-
ditional Securities are purchased, or as the expenses of the
Trust change.
There is no assurance that any dividends will be de-
clared or paid in the future on the Securities currently on de-
posit or to be deposited subsequently in the Trust.
Record Dates are the first day of each month and Dis-
tribution Dates are the fifteenth day of each month (or the
next business day thereafter if the fifteenth is not a business
day). The monthly distribution per Unit will be an amount
equal to approximately one-twelfth of the amount of the esti-
mated net annual dividend income per Unit to be received by the
Trust during the ensuing twelve months and will be distributed
on or shortly after each Distribution Date to Unit Holders of
record on the preceding Record Date. Distributions of net re-
alized capital gains, if any, will be made annually, within 30
days after the end of the Trust's taxable year. Under certain
circumstances, the Trustee may make additional distributions in
any calendar year in order to avoid the imposition of Federal
or state excise taxes or to continue or otherwise maintain the
Trust's qualification as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as amended
(see: "Tax Status of the Trust").
Distributions for any Unit Holder of record who has
not elected to participate in the Trust's Reinvestment Program
(see: "The Trust Reinvestment Program") shall automatically be
mailed to such holder. Distributions for the account of bene-
ficial owners of Units registered in "street name" and held by
the Sponsor shall be made to the investment account of such
beneficial owners maintained with the Sponsor. Beneficial own-
ers who wish to receive distributions on Units directly from
the Trustee must have such Units registered in their own names.
Normally, dividends on the Securities in the Trust
are paid on a quarterly basis. Further, because dividends on
-10-
<PAGE>
the Securities are not received by the Trust at a constant rate
throughout the year, any monthly distribution made by the Trus-
tee may be more or less than the amount credited to the Income
Account as of the Record Date. In order to eliminate fluctua-
tions in distributions resulting from such variances, the Trus-
tee is required by the Indenture to advance such amounts as may
be necessary to provide distributions of approximately equal
amounts, subject to monthly adjustments by the Trustee to re-
flect dividends actually being paid. The Trustee will be reim-
bursed, without interest, for any such advances from funds
available from the Income Account on the next ensuing Record
Date. Funds which are available for future distributions are
held by the Trustee in non-interest-bearing accounts and are
therefore available for use by, and will be of benefit to, the
Trustee.
TAX STATUS OF THE TRUST
The following discussion offers only a brief outline
of the federal income tax consequences of investing in the
Trust. Investors should consult their own tax advisors for
more detailed information and for information regarding the im-
pact of state, local or foreign taxes upon such an investment.
The Trust has elected and intends to continue to
qualify to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). Generally, to qualify as a regulated investment
company for a taxable year the Trust must derive at least 90%
of its income from certain specified sources, including inter-
est, dividends, gains from the disposition of securities, and
other income derived with respect to its business of investing
in securities. In addition, the Trust must meet certain diver-
sification criteria regarding Trust investment, and must dis-
tribute annually at least 90% of its investment company taxable
income. For any year in which the Trust qualifies for taxation
as a regulated investment company, (a) the Trust is not taxed
on income distributed to its shareholders in the form of divi-
dends or capital gains distributions and (b) if the Trust is
the record holder of stock on the record date for a dividend
payable with respect to that stock, the dividend must be in-
cluded in the gross income of the Trust as determined for fed-
eral income tax purposes on the later of (1) the date the stock
became ex-dividend with respect to such dividend or (2) the
date the Trust acquired the stock. If, in any taxable year,
the Trust were to fail to qualify as a regulated investment
company under the Code, the Trust would be taxed for that year
in the same manner as an ordinary corporation and distributions
to its shareholders would not be deductible by the Trust in
computing its taxable income. In addition, in the event of a
failure to qualify as a regulated investment company for a tax-
-11-
<PAGE>
able year, that year's Trust distributions, to the extent de-
rived from current or accumulated earnings and profits, would
be taxable to the recipient shareholders as ordinary income
dividends, even if those distributions might otherwise have
been considered distributions of capital gains.
If the Trust fails to distribute in each calendar
year at least (i) 98% of its ordinary income for such calendar
year and (ii) 98% of its capital gain net income (both long-
term and short-term) for the 12 months ended October 31 of such
calendar year (or December 31, if the Trust qualifies to so
elect and does so), the Trust will be subject to a 4% excise
tax on undistributed income if income tax on such income has
not been paid by the Trust. In addition, the Trust will be
subject to such excise tax on any portion (not taxed to the
Trust) of the respective 2% balances which are not distributed
during the succeeding calendar year.
If the Trust fails to qualify as a regulated invest-
ment company for any year, it must pay out its earnings and
profits accumulated in that year (less the interest charge men-
tioned below, if applicable) and may be required to pay an in-
terest charge to the Treasury on 50% of such earnings and prof-
its before it can again qualify as a regulated investment com-
pany.
Generally, distributions paid by the Trust, whether
or not reinvested, are treated as received in the taxable year
of the distribution; however, any amounts designated for dis-
tribution by the Trust with respect to October, November or De-
cember of any calendar year as payable to Unit Holders of rec-
ord on a specified date in such month and which are actually
paid during January of the following year, will be treated as
received on December 31 of the preceding year. The Indenture
and Agreement require current distribution to Unit Holders of
the entire net income and net capital gain, if any, of the
Trust and cash proceeds of redemptions, mergers, liquidations
of issuers or sales representing recovery of cost (to the ex-
tent that the proceeds of sales or other dispositions are not
reinvested or used to redeem Units) of underlying Securities in
the Trust. In kind receipts of the Trust in mergers and liqui-
dations may be either retained or sold and the proceeds, if
sold, will be either (i) distributed to Unit Holders or (ii)
retained by the Trustee with the proceeds of such sale credited
to the Income and/or Capital Accounts and (unless applied for
purchase of securities pursuant to the Indenture) distributed
to Unit Holders in the manner provided in the Indenture. Secu-
rities received in a liquidation or merger will not be retained
if such retention would jeopardize the characterization of the
Trust as a regulated investment company for Federal income tax
purposes.
-12-
<PAGE>
Distributions to Unit Holders (other than capital
gain distributions) will be taxable as ordinary income to such
Unit Holders to the extent paid from interest, dividends, and
net short-term capital gains includible in the Trust's gross
income for the taxable year with respect to which the distribu-
tion is made less the sum of the Trust's allocable deductible
expenses. To the extent that such distributions to a Unit
Holder with respect to any year are not taxable as ordinary in-
come or as capital gain distributions, the amount of such dis-
tributions will be treated as a return of capital and will re-
duce the Unit Holder's basis in his or her Units and, to the
extent that they exceed such Unit Holder's basis, will gener-
ally be taxed as a capital gain.
It is anticipated that part of the distributions of
the Trust will be taxable as ordinary income to Unit Holders
and that substantially all of the distributions which are tax-
able as ordinary income to Unit Holders will, under present
law, constitute dividends for purposes of the 70% deduction al-
lowed to certain corporations with respect to dividends re-
ceived, as discussed below. This deduction is allowed to cor-
porations other than corporations, such as "S" corporations,
which are not eligible for such deduction because of their spe-
cial characteristics. Dividends received by corporations are
not deductible for purposes of special taxes such as the accu-
mulated earnings tax and the personal holding company tax.
Under existing law, only the amount of the Trust's
dividend distributions (exclusive of capital gain dividends)
that are designated as dividends by the Trust and which do not
exceed the aggregate amount of dividends received by the Trust
will qualify for the 70% dividends-received deduction for cor-
porations. Dividends received by the Trust will be considered
dividends for this purpose only if such dividends would qualify
for the 70% dividends-received deduction if such deduction were
available to regulated investment companies.
Individual investors should note that the Code places
a floor of 2% of adjusted gross income on miscellaneous item-
ized deductions, including investment expenses. The Code di-
rects the Secretary of the Treasury to prescribe regulations
prohibiting indirect deduction through a pass-through entity
(such as the Trust) of amounts not allowable as a deduction un-
der this rule if paid or incurred directly by an individual.
Temporary regulations applicable to "nonpublicly of-
fered regulated investment companies" have been issued. Under
these temporary regulations, in general, (i) specified expenses
of the regulated investment company or, at the election of the
regulated investment company, 40% of its expenses, exclusive of
expenses which are specifically excluded from miscellaneous
-13-
<PAGE>
itemized deductions if incurred by an individual, are allocated
among its shareholders who are "affected investors" (i.e., in-
dividuals, estates, trusts and pass-through entities having
such shareholders), and (ii) such investors are treated as hav-
ing received or accrued dividends in an aggregate amount equal
to the investor's share of such expenses and to have incurred
investment expenses in the same aggregate amount. These compu-
tations are made on a calendar year basis and the allocation of
such expenses among affected investors may be done by the regu-
lated investment company on any reasonable basis (which basis,
if utilizing distributions to affected investors, may exclude
some of such distributions).
The Code provides, however, that the 2% floor rule
will not apply to indirect deductions through a publicly of-
fered regulated investment company. The term "publicly offered
regulated investment company" is defined as meaning a regulated
investment company the shares of which are "continuously of-
fered" or regularly traded on an established securities market
or "held by or for no fewer than 500 persons at all times dur-
ing the taxable year." The Sponsor is unable to state whether
or not the Trust will qualify in the future for treatment as a
"publicly offered regulated investment company."
Gain or loss will be realized by each Unit Holder to
the extent that the proceeds of redemption (or distributions
received upon liquidation of his or her Units) exceed or are
less than the Unit Holder's tax cost basis in the Units which
are redeemed (or in respect of which the liquidating distribu-
tions are made). Distributions in kind are taken into account
for this purpose at their fair market value when distributed.
Distributions of net capital gain (designated as such
by the Trust) will be taxable to Unit Holders as long-term
capital gain regardless of the length of time the Units have
been held by a Unit Holder. A redemption of Units will be a
taxable event for a Unit Holder and, depending on the circum-
stances, may give rise to gain or loss. Under the Code, as
amended by the Taxpayer Relief Act of 1997, capital gain of in-
dividuals, estates and trusts from assets held for more than 1
year, but not more than 18 months, is subject to a maximum
nominal tax rate of 28% and for assets held for more than 18
months, the maximum nominal tax rate is 20%. Such net capital
gain may, however, result in a disallowance of itemized deduc-
tions and/or affect a personal exemption phase-out.
The Internal Revenue Service has issued Notice 97-64
which describes temporary regulations to be published and pro-
vides guidance on the treatment of capital gain dividends by
regulated investment companies under the Taxpayer Relief Act of
1997. Under Notice 97-64, a regulated investment company gen-
-14-
<PAGE>
erally may designate its dividends as either a 20 percent rate
gain distribution or a 28% rate gain distribution. In calcu-
lating the amounts, the regulated investment company must as-
sume that it is an individual whose ordinary income is subject
to a marginal tax rate of at least 28 percent and the company
may be subject to certain deferral or bifurcation adjustments
as described in Notice 97-64.
The Code disallows the dividends-received deduction
in full for corporations with respect to stock, including Trust
Units (which are considered as stock for this purpose), held
for less than 46 days during the 90 day period beginning on the
date which is 45 days before the date on which the stock be-
comes ex-dividend with respect to such dividend (less than 91
days during the 180 day period beginning on the date which is
90 days before the stock becomes ex-dividend in the case of
certain preference stock), exclusive of days on which the
holder's risk of loss is diminished. Sections 246 and 246A of
the Code also contain limitations on the eligibility of divi-
dends for the 70% dividends-received deduction (in addition to
the limitation discussed above). These limitations may be ap-
plicable to dividends received by a Unit Holder depending on
the Unit Holder's individual circumstances. Accordingly, Unit
Holders which are corporations should consult their own tax ad-
visors in this regard.
Information with respect to the federal income tax
status of each year's distributions will be supplied to Unit
Holders.
The Trust is required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to
holders of Trust Units who fail to provide the Trust with their
correct taxpayer identification numbers or to make required
certifications, or who have been notified by the Internal Reve-
nue Service that they are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts with-
held may be credited against U.S. federal income tax liability
of a holder of a Trust Unit.
Distributions paid to foreign Unit Holders which do
not constitute income effectively connected with the conduct of
a trade or business within the United States by the distributee
will be subject to United States federal withholding taxes at a
30% rate or a lesser rate established by treaty unless the dis-
tribution is a capital gain dividend. Foreign Unit Holders
should consult their own tax counsel with respect to United
States tax consequences of ownership of Units.
Investors are advised to consult their own tax advi-
sors with respect to the application to their own circumstances
-15-
<PAGE>
of the above-described general taxation rules and with respect
to the state, local or foreign tax consequences to them of an
investment in Trust Units.
Units of the Trust may be suited for purchase by In-
dividual Retirement Accounts and pension plans, profit sharing
and other qualified retirement plans. Investors considering
participation in any such plan should consult their attorneys
or other tax advisors with respect to the establishment and
maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of the Units is computed by
adding to the aggregate market value of the Portfolio Securi-
ties (as determined by the Trustee) next computed after receipt
of a purchase order, divided by the number of Units outstand-
ing, the sales charge shown in "Summary of Essential Informa-
tion". The Public Offering Price per Unit is calculated to
five decimal places and rounded up or down to three decimal
places. A proportionate share of the amount in the Income Ac-
count (other than money required to be distributed to Unit
Holders on a Distribution Date and money required to redeem
tendered Units) on the date of delivery of Units to the pur-
chaser is added to the Public Offering Price. The Public Of-
fering Price on any particular date will vary in accordance
with fluctuations in the market value of the Securities, the
amount of available cash on hand in the Trust and the amount of
certain accrued fees and expenses.
As more fully described in the Indenture, the aggre-
gate market value of the Securities is determined on each
business day by the Trustee based on closing sale prices on the
day the valuation is made or, if there are no such reported
sales, taking into account the same factors referred to under
"Redemption -- Computation of Redemption Value". Determina-
tions are effective for transactions effected subsequent to the
last preceding determination.
Public Distribution
Units acquired by the Sponsor in the secondary market
referred to below may be offered to the public by this Prospec-
tus at the then current Public Offering Price determined as
provided above.
The Sponsor intends to qualify Units in states se-
lected by the Sponsor for sale by the Sponsor and from time to
-16-
<PAGE>
time may offer Units for sale through dealers who are members
of the National Association of Securities Dealers, Inc.
Secondary Market
While not obligated to do so, it is the Sponsor's
present intention to maintain, at its expense, a secondary mar-
ket for Units of this series of the Dean Witter Select Equity
Trust and to continuously offer to repurchase Units from Unit
Holders at the Sponsor's Repurchase Price. The Sponsor's Re-
purchase Price is computed by adding to the aggregate value of
the Securities in the Trust any cash on hand in the Trust in-
cluding dividends receivable on stocks trading ex-dividend
(other than money required to redeem tendered Units and cash
deposited by the Sponsor to purchase Securities or cash held in
the Reserve Account) and deducting therefrom expenses of the
Trustee, the Sponsor, counsel and taxes, if any, and cash held
for distribution to Unit Holders of record as of a date on or
prior to the evaluation; and then dividing the resulting sum by
the number of Units outstanding, as of the date of such compu-
tation. There is no refund of the sales charge, nor is any ad-
ditional sales charge incurred, when a Unit Holder tenders
Units. Any Units repurchased by the Sponsor at the Sponsor's
Repurchase Price may be reoffered to the public by the Sponsor
at the then current Public Offering Price, plus accrued distri-
bution amounts. Any profit or loss resulting from the resale
of such Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any
other business reason), the Sponsor may, at any time, occasion-
ally, from time to time, or permanently, discontinue the repur-
chase of Units of this series at the Sponsor's Repurchase
Price. In such event, although under no obligation to do so,
the Sponsor may, as a service to Unit Holders, offer to repur-
chase Units at the "Redemption Value". Alternatively, Unit
Holders may redeem their Units through the Trustee.
Profit of Sponsor
The Sponsor receives a sales charge on Units sold to
the public and to dealers. Cash, if any, received by the Spon-
sor from the Unit Holders prior to the settlement date for pur-
chase of Units or prior to the payment for Securities upon
their delivery may be used in the Sponsor's business subject to
applicable regulations and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain
losses) while maintaining a secondary market in the Units, in
the amount of any difference between the prices at which the
Sponsor buys Units and the prices at which the Sponsor resells
-17-
<PAGE>
such Units (such prices include a sales charge) or the prices
at which the Sponsor redeems such Units, as the case may be.
Volume Discount
Although under no obligation to do so, the Sponsor
intends to permit volume purchasers of Units to purchase Units
at a reduced sales charge. The volume discount is available
due to the realization of economies of scale in sales effort
and sales-related expenses involved in volume purchases. The
Sponsor may at any time change the amount by which the sales
charge is reduced, or may discontinue the discount altogether.
The sales charge is 4.25% of the Public Offering
Price (4.4386% of the net amount invested). A discount in the
sales charge is available to volume purchasers of Units due to
the realization of economies of scale in sales effort and
sales-related expenses in volume purchases. The sales charge
will be reduced pursuant to the following graduated scale for
sales to any person of at least $100,000:
Percent of Public Percent of Net
Aggregate Value of Units Offering Price Amount Invested
Less than $100,000 ....... 4.25% 4.43%
$ 100,000 to $249,999 ... 4.00% 4.167%
$ 250,000 to $499,999 ... 3.50% 3.627%
$ 500,000 to $999,999 ... 3.00% 3.093%
$1,000,000 or more ....... 2.00% 2.041%
The reduced sales charges, as shown above, will be
available only on purchases of Units of this Trust on any one
day by the same person, partnership or corporation (other than
a dealer). Concurrent purchases of units of any other Dean
Witter Trust will not be aggregated for purposes of meeting the
volume discount requirement.
Units held in the name of the purchaser's spouse or
in the name of a purchaser's child under the age of 21 are
deemed for the purposes hereof to be registered in the name of
the purchaser. The reduced sales charges are also applicable
to a trustee or other fiduciary, including a partnership or
corporation, purchasing Units for a single trust estate or sin-
gle fiduciary account.
EXCHANGE OPTION
Unit Holders of any Dean Witter Trust or any holders
of units of any other unit investment trust (collectively,
"Holders") may elect to exchange any or all of their units of
each series of the Dean Witter Select Equity Trust for units of
-18-
<PAGE>
one or more of any series of the Dean Witter Select Equity
Trust or for units of any additional Dean Witter Trusts, that
may from time to time be made available for such exchange by
the Sponsor (the "Exchange Trusts"). Such Units may be ac-
quired at prices based on reduced sales charges per Unit. The
purpose of such reduced sales charges is to permit the Sponsor
to pass on to the Holder who wishes to exchange Units the cost
savings resulting from such exchange of Units. The cost sav-
ings result from reductions in time and expense related to ad-
vice, financial planning and operational expense required for
the Exchange Option. The following Exchange Trusts are cur-
rently available: the Dean Witter Select Municipal Trust, the
Dean Witter Select Government Trust, the Dean Witter Select Eq-
uity Trust, the Dean Witter Select Investment Trust and the
Dean Witter Select Corporate Trust.
Each Exchange Trust has a different investment objec-
tive; a Holder should read the prospectus for the applicable
Exchange Trust carefully to determine the investment objective
prior to exercise of this option.
This option will be available provided the Sponsor
maintains a secondary market in units of the applicable Ex-
change Trust and provided that units of the applicable Exchange
Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it
is the Sponsor's present intention to maintain a secondary mar-
ket for the units of all such trusts, there is no obligation on
its part to do so. Therefore, there is no assurance that a
market for units will in fact exist on any given date on which
a Holder wishes to sell or exchange Units; thus, there is no
assurance that the Exchange Option will be available to any
Holder. The Sponsor reserves the right to modify, suspend or
terminate this option at any time without further notice to
Unit Holders. In the event the Exchange Option is not avail-
able to a Unit Holder at the time such Unit Holder wishes to
exercise it, the Unit Holder will be immediately notified and
no action will be taken with respect to its Units without fur-
ther instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any
excess proceeds from the surrender of a Unit Holder's Units
will be returned. Alternatively, Unit Holders will be permit-
ted to make up any difference between the amount representing
the Units being submitted for exchange and the amount repre-
senting the Units being acquired up to the next highest number
of whole Units.
An exchange of Units pursuant to the Exchange Option
will constitute a "taxable event" under the Code, i.e., a
Holder will recognize a gain or loss at the time of exchange.
-19-
<PAGE>
A Unit Holder who exchanges Units of one Trust for units of an-
other Trust should consult his or her tax advisor regarding the
extent to which such exchange results in the recognition of a
loss for Federal and/or state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should
notify the Sponsor of its desire to use the proceeds from the
sale of its Units to purchase units of one or more of the Ex-
change Trusts. If units of the applicable outstanding series
of the Exchange Trust are at that time available for sale, the
Holder may select the series or group of series for which such
Units are to be exchanged. The Holder will be provided with a
current prospectus or prospectuses relating to each series in
which interest is indicated.
The exchange transaction will operate in a manner es-
sentially identical to any secondary market transaction, i.e.,
Units will be repurchased at a price equal to the aggregate bid
side evaluation per Unit of the Securities in the Portfolio,
plus accrued interest. Units of the Exchange Trust will be
sold to the Unit Holder at a price equal to the evaluation per
unit of the securities in that portfolio, plus accrued interest
and the applicable sales charge of $25 per Unit (or per 1,000
Units in the case of a unit priced at about $1.00) or 2.5% of
the Public Offering Price where the cost per Unit is signifi-
cantly less than $1.00. If a Unit Holder has held its Units
for less than a five-month period, the sales charge shall be
the greater of (i) $25 or (ii) the difference between the
original sales charge on the Units owned and the sales charge
on the Exchange Trust.
THE TRUST REINVESTMENT PROGRAM
Distributions of income are made to Unit Holders
monthly and distributions of capital gain net income are made
annually. The Unit Holder has the option, however, of either
receiving its monthly income and annual capital gain checks
from the Trustee or participating in the reinvestment program
(the "Program"), described briefly below. Participation in the
reinvestment program is conditioned on such Program's lawful
qualification for sale in the state in which the Unit Holder is
a resident. Upon enrollment in the reinvestment program, the
Trustee will direct monthly income distributions and capital
and net capital gains distributions, if any, as described be-
low.
A Unit Holder (including any Unit Holder which is a
broker or nominee of a bank or other financial institution) may
indicate to the Trustee or by notice to the Unit Holder's ac-
count executive or sales representative, that such Unit Holder
wishes monthly distributions to be automatically invested in
-20-
<PAGE>
additional Units of the Trust. The Unit Holder's completed no-
tice of election to participate in the Program must be received
by the Trustee at least ten days prior to the Record Date ap-
plicable to any distribution in order for the Program to be in
effect as to such distribution. Distributions, to the extent
reinvested in the Trust, will be used by the Trustee at the di-
rection of the Sponsor to credit additional Units to each par-
ticipating Unit Holder's account. Additional Units will be
made available in the following manner: the Trustee will use
the distributions either (1) to purchase existing Units from
the Sponsor, to the extent they are available, or (2) to pur-
chase additional Securities in proportions sufficient to main-
tain, as closely as practicable, the proportionate relationship
between the number of shares of each Security in the Trust im-
mediately prior to the purchase. In the event that contracts
to purchase such additional Securities fail, the Sponsor shall
have the ability to direct the Trustee to purchase substitute
Securities from the list maintained by it with the Trustee.
The additional Securities so purchased will be the basis for
the Trustee to issue new Units to Unit Holders participating in
the Program. Purchases made pursuant to the Program will be at
the applicable Public Offering Price for Units of the Trust,
less the sales charge, on (or as soon as possible after) the
close of business on the Distribution Date. Under the Program,
the Trust will pay the distributions to the Trustee which in
turn will purchase for the Unit Holder full Units of the Trust
at the price and time indicated above. Unit Holders partici-
pating in the Program who have accounts at Dean Witter will re-
ceive information regarding their participation in the Program
directly from Dean Witter rather than from the Trustee. Those
Unit Holders holding definitive Certificates for Units will re-
ceive information regarding their participation in the Program
from the Trustee. Any Unit Holders who do not currently main-
tain an account at Dean Witter and are holding definitive Cer-
tificates may contact a local Dean Witter Reynolds sales office
about establishing an account.
The Trustee will issue Certificates for whole Units
purchased through the Program only if the Unit Holder so re-
quests. Certificates will not be issued for fractional Units
under any circumstances. If, after the maximum number of full
Units have been issued or credited at the applicable price,
there remains a portion of the distribution which is not suffi-
cient to purchase a full Unit at such price, the Trustee shall
hold such cash, without interest, for the benefit of such Unit
Holder and shall apply such cash on the next Distribution Date,
along with any distributions then made, toward the purchase of
additional full Units in accordance with the Program. When
Certificates are not issued directly to the Unit Holder, Dean
Witter will credit each Unit Holder's account with the number
of Units purchased with such Unit Holder's reinvested distribu-
-21-
<PAGE>
tion. Each Unit Holder will receive account statements both
annually and after each Program transaction to provide the Unit
Holder with a record of the total number of Units. Participa-
tion in the Program relieves the Unit Holder of responsibility
for safekeeping of Certificates for Units purchased under the
Program, and, should such Unit Holder sell such Units, elimi-
nates the need to deliver Certificates. The Unit Holder may at
any time request the Trustee (at the Trust's cost) to issue
Certificates for full Units purchased under the Program. The
cost of administering the Program will be borne by each par-
ticipant and such cost will be deducted from such Unit Holder's
distribution amount prior to the purchase of its additional
Units.
In the event that, during the period from (and in-
cluding) a Record Date to (and including) a Distribution Date,
a Unit Holder causes its entire holdings to be issued in cer-
tificate form, or transferred to another's ownership, the pend-
ing distribution, plus any accumulated cash held by the Trustee
pursuant to the Program for the benefit of the Unit Holder,
will be mailed in cash to the Unit Holder on that Distribution
Date. Subsequent distributions will be reinvested in accor-
dance with the Program, except that if ownership has been
transferred, the new holder must request reinvestment as pro-
vided above.
A Unit Holder may elect to terminate participation in
the Trust Reinvestment Program at any time by notifying the
Trustee in a written format acceptable to the Trustee. Should
the Trustee be so notified, it will upon written confirmation
commence making monthly income distributions and annual capital
gain distributions by check to such Unit Holder. Both the
Sponsor and the Trustee reserve the right at any time to sus-
pend, modify or discontinue the offering of the Trust Reinvest-
ment Program, upon 30 days' written notice to all Program par-
ticipants.
REDEMPTION
Right of Redemption
A Unit Holder who wishes to dispose of Units is ad-
vised to inquire through its broker or bank as to current mar-
ket prices for Units in order to determine if there is an
over-the-counter price in excess of the Redemption Value per
Unit or Sponsor's Repurchase Price.
On the seventh calendar day following the tender to
the Trustee of Certificates representing Units to be redeemed
(or if the seventh calendar day is not a business day, on the
first business day prior thereto) the Unit Holder will be enti-
-22-
<PAGE>
tled to receive monies per Unit equal to the Redemption Price
per Unit, as determined as of the Evaluation Time next follow-
ing such tender.
During the period in which the Sponsor maintains a
secondary market for Units, the Sponsor may repurchase any Unit
presented for tender to the Trustee for redemption no later
than the close of business on the second business day following
such presentation.
The Trustee is irrevocably authorized in its discre-
tion, if the Sponsor does not elect to repurchase any Unit ten-
dered for redemption or if the Sponsor itself tenders Units for
redemption, in lieu of redeeming Units presented for tender at
the Redemption Value, to sell such Units in the
over-the-counter market for the account of a tendering Unit
Holder at prices which will return to the Unit Holder monies,
net after brokerage commissions, transfer taxes and other
charges, equal to or in excess of the Redemption Value for such
Units. In the event of any such sale, the Trustee will pay the
net proceeds thereof to the Unit Holder on the day such Unit
Holder would otherwise be entitled to receive payment of the
Redemption Value.
Although more favorable terms may or may not exist in
the secondary market or elsewhere, one or more Units repre-
sented by a Certificate may be redeemed at the Redemption Value
upon tender of such Certificate to the Trustee at its corporate
trust office in the City of New York during business hours on a
business day, properly endorsed or accompanied by a written in-
strument of transfer in form satisfactory to the Trustee (as
set forth in the Certificate), and executed by the Unit Holder
or its authorized attorney. A Unit Holder may tender Units for
redemption at any time after the settlement date for purchase,
whether or not such Unit Holder has received a definitive Cer-
tificate. The Redemption Value per Unit is calculated as set
forth under "Computation of Redemption Value", herein. There
is no sales charge incurred when a Unit Holder tenders Units to
the Trustee for redemption.
Any amounts to be paid on redemption representing in-
come shall be withdrawn from the Income Account to the extent
funds are available. All other amounts paid on redemption
shall be withdrawn from the Capital Account. The Trustee is
authorized by the Agreement to sell Securities in order to pro-
vide funds for redemption. To the extent Securities are sold,
the size and diversity of the Trust will be reduced. Such
sales may be required at a time when Securities would not oth-
erwise be sold and might result in lower prices than might oth-
erwise be realized. Moreover, due to the minimum principal
amount in which Securities may be required to be sold, the pro-
-23-
<PAGE>
ceeds of such sales may exceed the amount necessary for payment
of Units redeemed. Such excess proceeds will be distributed
pro rata to all remaining Unit Holders of record unless rein-
vested in substitute Securities as directed by the Sponsor.
Securities to be sold for purposes of redeeming Units
will be selected from a list or by instructions supplied by the
Sponsor. The Securities to be sold will be selected so as to
maintain, as closely as practicable, the percentage relation-
ship between the number of shares of each Security in the Trust
immediately prior to the sale. Provision is made under the In-
denture for the Sponsor to specify minimum amounts in which
blocks of Securities are to be sold in order to obtain the best
price for the Trust. While such minimum amounts may vary from
time to time in accordance with market conditions, the Sponsor
believes that the minimum amounts which would be specified
would be 100 shares for readily marketable Securities.
Computation of Redemption Value
The Trust Evaluation per Unit is determined as of the
Evaluation Time stated under "Summary of Essential Informa-
tion", above, and (a) semiannually, on June 30 and December 31
of each year (or the last business day prior thereto), (b) on
any business day as of the Evaluation Time next following the
tender of any Unit and (c) on any other business day desired by
the Sponsor or the Trustee:
1. by adding:
a) value of Securities and Contract Obligations in
the Trust, as determined by the Trustee; and
b) on hand in the Trust, including dividends re-
ceivable on stocks trading ex-dividend other than money
deposited to purchase Contract Obligations or money cred-
ited to the Reserve Account; and then,
2. by deducting from the resulting figure: amounts
representing any applicable taxes or governmental charges pay-
able by the Trust for the purpose of making an addition to the
reserve account (as defined in the Agreement, the "Reserve Ac-
count"), amounts representing estimated accrued fees and ex-
penses of the Trust (including legal and auditing expenses),
amounts representing unpaid fees of the Trustee, the Sponsor
and counsel and monies held to redeem tendered Units and for
distribution to Unit Holders of record as of the business day
prior to the Evaluation being made on the days or dates set
forth above; and then,
-24-
<PAGE>
3. by dividing the result of the above computation
by the total number of Units outstanding on the date of such
Evaluation. The resulting figure equals the Redemption Value
for each Unit.
The aggregate value of the Securities shall be deter-
mined by the Trustee in good faith in the following manner: if
the Securities are listed on one or more national securities
exchanges, such evaluation shall generally be based on the
closing sale price on that day (unless the Trustee deems such
price inappropriate as a basis for evaluation) on the exchange
which is the principal market therefor (deemed to be the New
York Stock Exchange if the securities are listed thereon) or,
if there is no such appropriate closing sale price on such ex-
change, at the mean between the closing bid and asked prices
(unless the Trustee deems such price inappropriate as a basis
for valuation). If the Securities are not so listed, or if so
listed and the principal market therefor is other than on such
exchange or there are no such closing bid and asked prices
available, such evaluation shall generally be made by the Trus-
tee in good faith based on the closing price on the
over-the-counter market (unless the Trustee deems such price
inappropriate as a basis for evaluation), or, if there is no
such appropriate closing price, in the following order of pri-
ority: (a) on current bid prices, (b) if bid prices are not
available, on the basis of current bid prices for comparable
securities, or (c) by the Trustee's appraising the value of the
securities in good faith on the bid side of the market.
Postponement of Redemption
The right of redemption may be suspended and payment
of the Redemption Value per Unit postponed for more than seven
calendar days following a tender of Units for redemption
(i) for any period during which the New York Stock Exchange,
Inc. is closed, other than for customary weekend and holiday
closings, or (ii) for any period during which, as determined by
the Securities and Exchange Commission, either trading on the
New York Stock Exchange, Inc. is restricted or an emergency ex-
ists as a result of which disposal or evaluation of the Securi-
ties is not reasonably practicable, or (iii) for such other pe-
riods as the Securities and Exchange Commission may by order
permit. The Trustee is not liable to any person or in any way
for any loss or damage that may result from any such suspension
or postponement.
-25-
<PAGE>
RIGHTS OF UNIT HOLDERS
Unit Holders
Each Unit Holder is deemed to be a beneficiary of the
Trust created by the Indenture and Agreement and each is vested
proportionately with the entire beneficial right, title and in-
terest in the Trust assets. A Unit Holder may at any time ten-
der its Certificate to the Trustee for redemption.
Ownership of Units is evidenced by registered Cer-
tificates of Beneficial Interest issued in denominations of one
or more Units and executed by the Trustee and the Sponsor.
These Certificates are transferable or interchangeable upon
presentation at the corporate trust office of the Trustee,
properly endorsed or accompanied by an instrument of transfer
satisfactory to the Trustee and executed by the Unit Holder or
its authorized attorney, together with the payment of $2.00, if
required by the Trustee, or such other amount as may be deter-
mined by the Trustee and approved by the Sponsor, and any other
tax or governmental charge imposed upon the transfer of Cer-
tificates. The Trustee will replace any mutilated, lost, sto-
len or destroyed Certificate upon proper identification, satis-
factory indemnity and payment of charges incurred. Any muti-
lated Certificate must be presented to the Trustee before any
substitute Certificate will be issued.
Certain Limitations
The death or incapacity of any Unit Holder (or the
dissolution of the Sponsor) will not operate to terminate the
Trust nor entitle the legal representatives or heirs of such
Unit Holder to claim an accounting or to take any other action
or proceeding in any court for a partition or winding up of the
Trust.
No Unit Holder shall have the right to vote except
with respect to removal of the Trustee or amendment and termi-
nation of the Trust. (See: "Administration of the Trust --
Amendment" and "Administration of the Trust -- Termination".)
Unit Holders shall have no right to control the operation or
administration of the Trust in any manner, except upon the vote
of 51% of the Unit Holders outstanding at any time for purposes
of amendment, or termination of the Trust or discharge of the
Trustee, all as provided in the Agreement; however, no Unit
Holder shall ever be under any liability to any third party for
any action taken by the Trustee or the Sponsor.
-26-
<PAGE>
EXPENSES AND CHARGES
Fees
The Sponsor's fee is earned for Portfolio supervisory
services, and is based upon the largest number of Units out-
standing at any time during the year. The Sponsor's fee is not
to exceed 25 cents per 1,000 Units of the Trust and may exceed
the actual costs of providing Portfolio supervisory services
for this Trust, but at no time will the total amount the Spon-
sor receives for Portfolio supervisory services rendered to all
series of the Dean Witter Select Equity Trust in any calendar
year exceed the aggregate cost to it of supplying such services
in such year.
Under the Indenture and Agreement for its services as
Trustee and Evaluator, the Trustee will receive 84 cents per
1,000 Units, computed monthly on the basis of the largest num-
ber of Units outstanding at any time during the preceding
month. Certain regular and recurring expenses of the Trust,
including certain mailing and printing expenses, are borne by
the Trust. In no event will the Trustee be paid less than
$2,000 in any one year.
The Sponsor's fee accrues monthly but is paid annu-
ally, and the Trustee's fees are payable monthly on or before
each Distribution Date from the Income Account, to the extent
funds are available and thereafter from the Capital Account.
Any of such fees may be increased without approval of the Unit
Holders in proportion to increases under the classification
"All Services Less Rent" in the Consumer Price Index published
by the United States Department of Labor. The Trustee also re-
ceives benefits to the extent that it holds funds on deposit in
various non-interest bearing accounts created under the Agree-
ment.
Other Charges
The following additional charges are or may be in-
curred by the Trust as more fully described in the Indenture
and Agreement: (a) fees of the Trustee for extraordinary serv-
ices, (b) expenses of the Trustee (including legal and auditing
expenses of the Trust's reinvestment program) and of counsel
designated by the Sponsor, (c) various governmental charges,
(d) expenses and costs of any action taken by the Trustee to
protect the Trust and the rights and interests of the Unit
Holders, (e) indemnification of the Trustee for any loss, li-
ability or expenses incurred by it in the administration of the
Trust without gross negligence, bad faith, willful malfeasance
or willful misconduct on its part or reckless disregard of its
obligations and duties, (f) indemnification of the Sponsor for
-27-
<PAGE>
any losses, liabilities and expenses incurred in acting as
Sponsor or Depositor under the Agreement without gross negli-
gence, bad faith, willful malfeasance or willful misconduct or
reckless disregard of its obligations and duties,
(g) expenditures incurred in contacting Unit Holders upon ter-
mination of the Trust, and (h) brokerage commissions or charges
incurred in connection with the purchase or sale of additional
or substitute Securities.
The fees and expenses set forth herein are payable
out of the Trust, and when so paid by or owing to the Trustee
are secured by a lien on the Trust. Dividends on the Securi-
ties are expected to be sufficient to pay the estimated ex-
penses of the Trust. If the balances in the Income and Capital
Accounts are insufficient to provide for amounts payable by the
Trust, the Trustee has the power to sell Securities to pay such
amounts. To the extent Securities are sold, the size of the
Trust will be reduced and the proportions of the types of Secu-
rities may change. Such sales might be required at a time when
Securities would not otherwise be sold and might result in
lower prices than might otherwise be realized. Moreover, due
to the minimum principal amount in which Securities may be re-
quired to be sold, the proceeds of such sales may exceed the
amount necessary for the payment of such fees and expenses.
The accounts of the Trust will be audited not less
than annually by independent public accountants selected by the
Sponsor. The expenses of such audit will be an expense of the
Trust; however the Sponsor will bear the cost of any audit ex-
pense which exceeds 50 cents per 1,000 Units during any period
in which the Sponsor maintains a secondary market for Units.
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all
transactions of the Trust at its corporate trust office at
4 New York Plaza, New York, New York 10004. These records and
accounts will be available for inspection by Unit Holders at
reasonable times during normal business hours. The Trustee
will additionally keep on file for inspection by Unit Holders
an executed copy of the Indenture and Agreement together with a
current list of the Securities then held in the Trust. In con-
nection with the storage and handling of certain Securities de-
posited in the Trust, the Trustee is authorized to use the
services of Depository Trust Company. These services would in-
clude safekeeping of the Securities, coupon-clipping, computer
book-entry transfer and institutional delivery services. The
Depository Trust Company is a limited purpose trust company or-
ganized under the Banking Law of the State of New York, a mem-
-28-
<PAGE>
ber of the Federal Reserve System and a clearing agency regis-
tered under the Securities Exchange Act of 1934.
Distributions
Dividends payable to the Trust as a holder of record
of its Securities are credited by the Trustee to an Income Ac-
count, as of the date on which the Trust is entitled to receive
such dividends. Other receipts, including amounts received
upon the sale, pursuant to the Indenture and Agreement, of
rights to purchase other Securities distributed on the Securi-
ties in the Portfolio, are credited to a Capital Account. Any
monthly income distribution for each Unit Holder as of each Re-
cord Date will be made on the next following Distribution Date
or shortly thereafter and shall consist of an amount equal to
approximately one-twelfth of the amount of the estimated annual
dividend income per Unit to be received by the Trust during the
ensuing twelve months, after deducting estimated expenses, plus
such holder's pro rata share of the distributable cash balance
of the Capital Account computed as of the close of business on
the Record Date. The first distribution for persons who pur-
chase Units between a Record Date and a Distribution Date will
be made on the second Distribution Date following their pur-
chase of Units. Proceeds received from the disposition of any
of the Securities which are not used for redemption of Units or
to purchase substitute Securities will be held in the Capital
Account to be distributed on the second succeeding Distribution
Date following receipt of such proceeds. No distribution need
be made from the Capital Account if the balance therein, exclu-
sive of capital gains therein, is less than $5.00 per 1,000
Units outstanding. A Reserve Account may be created by the
Trustee by withdrawing from the Income or Capital Accounts,
from time to time, such amounts as it deems requisite to estab-
lish a reserve for any taxes or other governmental charges that
may be payable out of the Trust. Funds held by the Trustee in
the various accounts created under the Indenture do not bear
interest.
Distributions of net realized capital gains, if any,
will be made annually, within 30 days of the end of the Trust's
taxable year.
Portfolio Supervision
The original proportionate relationship between the
number of shares of each Security in the Trust will be adjusted
to reflect the occurrence of a stock dividend, a stock split or
a similar event which affects the capital structure of the is-
suer of a Security in the Trust but which does not affect the
Trust's percentage ownership of the common stock equity of such
issuer at the time of such event.
-29-
<PAGE>
The Portfolio of the Trust is not "managed" by the
Sponsor or the Trustee; their activities described below are
governed solely by the provisions of the Indenture and Agree-
ment. The Sponsor may direct the Trustee to dispose of Securi-
ties upon failure to declare or pay anticipated cash dividends,
institution of certain materially adverse legal proceedings,
default under certain documents materially and adversely af-
fecting future declaration or payment of dividends, or the oc-
currence of other materially adverse market or credit factors
that in the opinion of the Sponsor would make the retention of
such Securities in the Trust detrimental to the interests of
the Unit Holders, or if the disposition of such Securities is
desirable in order to maintain the qualification of the Trust
as a regulated investment company under the Internal Revenue
Code. If a failure to declare or pay cash dividends on any of
the Securities occurs and if the Sponsor does not, within
30 days after notification, instruct the Trustee to sell or
hold such Securities, the Indenture provides that the Trustee
shall promptly sell such Securities.
The Sponsor is also authorized to instruct the Trus-
tee to reinvest the proceeds of the redemption or sale of any
of the Securities, exclusive of any capital gains, in substi-
tute Securities; provided, however, that proceeds of any sale
of Securities for materially adverse market factors may not be
so reinvested but will be distributed pro rata to Unit Holders
on the next Distribution Date. Proceeds received from Securi-
ties sold for purposes of redemption of Units and in excess of
the amount needed for such purposes may not be reinvested in
any year during the term of the Trust in an amount exceeding
10% of the aggregate value of the Securities in the Trust upon
completion of the Deposit Period. The substitute Securities
must satisfy certain conditions specified in the Indenture in-
cluding, among other conditions, requirements that the substi-
tute Securities shall be selected by the Sponsor from a list of
securities maintained by them, and updated from time to time,
and that the Securities shall be publicly-traded common and
preferred stocks issued by domestic public utility corpora-
tions; shall be issued by an issuer subject to or exempt from
the reporting requirements under Section 13 or 15(d) of the Se-
curities Exchange Act of 1934 (or similar provisions of law);
and shall have, in the opinion of the Sponsor, characteristics
sufficiently similar to the characteristics of the other Secu-
rities in the Trust as to be acceptable for acquisition by the
Trust. Such conditions also require that the purchase of the
substitute Securities will not (i) disqualify the Trust as a
"regulated investment company" under the Internal Revenue Code,
(ii) result in more than 25% of the Portfolio of the Trust con-
sisting of Securities of a single issuer (or of two or more
issuers which are affiliated persons as such term is defined in
the Investment Company Act of 1940) which are not registered
-30-
<PAGE>
and are not being registered under the Securities Act of 1933,
or (iii) result in the Trust owning more than 50% of any single
issue which has been registered under the Securities Act of
1933 or more than 5% of the outstanding voting securities of
any issuer.
The Trustee will follow a policy that it will place
securities transactions with a broker or dealer only if it ex-
pects to obtain the most favorable prices and executions of or-
ders. Transactions in securities of the nature held in the
Trust are generally carried out in brokerage transactions (as
distinguished from principal transactions), and the Sponsor or
any of its affiliates may act as brokers therein if the Trustee
expects thereby to obtain the most favorable prices and execu-
tion. The furnishing of statistical and research information
to the Trustee by any of the securities dealers through which
transactions are executed will not be considered in placing se-
curities transactions.
During the life of the Trust, the Sponsor, as part of
its administrative responsibilities, may make additions and de-
letions to the list of substitute Securities and shall conduct
regular quarterly reviews to determine whether or not to recom-
mend the disposition of Securities pursuant to the procedures
under the Indenture and Agreement summarized above. In addi-
tion, the Sponsor shall undertake to perform such other reviews
and procedures as it may deem necessary for it to make the re-
investment recommendations and to give the consents and direc-
tions, including directions as to voting on the underlying Se-
curities, required by the Indenture and Agreement. For the ad-
ministrative services in making such recommendations and giving
such consents and directions, and in making the reviews called
for in connection therewith, the Sponsor shall receive the
Portfolio supervisory fee referred to under "Expenses and
Charges -- Fees".
Reports to Unit Holders
With each distribution, the Trustee will furnish to
the Unit Holders a statement of the amount of income and other
receipts, if any, distributed, expressed in each case as a dol-
lar amount per Unit and a change of address card.
Within two months after the end of each calendar
year, the Trustee will furnish to each person who at any time
during such calendar year was a Unit Holder of record a state-
ment setting forth:
1. As to the Income and Capital Accounts:
a) the amount of income received on the Securities;
-31-
<PAGE>
b) the amount paid for any purchase of substitute
Securities or for any Certificates redeemed;
c) the deductions for applicable taxes or other
governmental charges, if any, and fees and expenses of the
Sponsor, the Trustee and counsel;
d) the amounts reserved for the purchase of Con-
tract Securities; and
e) the net amount remaining after such payments and
deductions expressed both as a total dollar amount and as
a dollar amount per Unit outstanding on the last business
day of such calendar year.
2. The following information:
a) list of the Securities disposed of or acquired
during the calendar year, and a list of the Securities as
of the last business day of such calendar year;
b) the number of Units outstanding on the last
business day of such calendar year;
c) the Unit Value (as defined in the Agreement)
based on the last Trust Evaluation made during such calen-
dar year; and
d) the amounts actually distributed during such
calendar year from the Income and Capital Accounts, sepa-
rately stated, expressed both as total dollar amounts and
as dollar amounts per Unit outstanding on the Record Dates
for such distributions.
Required United States federal income tax information
will also be filed and distributed.
Amendment
The Indenture and Agreement may be amended by the
Trustee and the Sponsor without the consent of Unit Holders
(a) to cure any ambiguity or to correct or supplement any pro-
vision thereof which may be defective or inconsistent, (b) to
change any provision thereof as may be required by the Securi-
ties and Exchange Commission or any successor governmental
agency, (c) to add or change any provision as may be necessary
or advisable for the continuing qualification of the Trust as a
regulated investment company under the Code, or (d) to make
such other provisions as shall not adversely affect the inter-
est of the Unit Holders; provided, however, that the Indenture
and Agreement may also be amended by the Sponsor and the Trus-
-32-
<PAGE>
tee (or the performance of any of the provisions of the Agree-
ment may be waived) with the consent of Unit Holders evidencing
51% of the Units at the time outstanding for the purposes of
adding any provisions to or changing in any manner or eliminat-
ing any of the provisions of the Agreement or of modifying in
any manner the rights of Unit Holders. However, the Indenture
and Agreement may not be amended, without the consent of all
Unit Holders then outstanding, so as (1) to permit, except in
accordance with the terms and conditions of the Agreement, the
acquisition of any Securities other than those specified in the
Indenture and Agreement, or (2) to reduce the aforesaid per-
centage of Units the holders of which are required to consent
to certain of such amendments and may not be amended so as to
reduce the interest in the Trust represented by Units evidenced
by any Certificate without the consent of the holder of such
Certificate. The Trustee shall promptly notify Unit Holders of
the substance of any such amendment.
Termination
The Indenture and Agreement provides that the Trust
will be terminated and liquidated on the Mandatory Termination
Date, as set forth under "Summary of Essential Information",
herein. Additionally, if the value of the Trust as shown by
any evaluation is less than thirty percent (30%) of the value
of the Securities deposited into the Trust during the Deposit
Period, the Trustee will, if directed by the Sponsor in writ-
ing, terminate the Trust. The Trust may also be terminated at
any time by the written consent of 51% of the Unit Holders.
Upon termination, the Trustee will sell the Securi-
ties then held in the Trust and credit the moneys derived from
such sale to the Capital and Income Accounts. The Trustee will
then, after deduction of any fees and expenses of the Trust and
payment into the Reserve Account of any amount required for
taxes or other governmental charges that may be payable by the
Trust, distribute to each Unit Holder, upon surrender for can-
cellation of his Certificate after due notice of such termina-
tion, such Unit Holder's pro rata share in the Income and Capi-
tal Accounts. The sale of Securities in the Trust upon termi-
nation may result in a lower amount than might otherwise be re-
alized if such sale were not required at such time. For this
reason, among others, the amount realized by a Unit Holder upon
termination may be less than the amount paid by such Unit
Holder for Units.
-33-
<PAGE>
RESIGNATION, REMOVAL AND LIABILITY
Regarding the Trustee
The Trustee shall be under no liability for any ac-
tion taken in good faith in reliance on prima facie properly
executed documents, or for the disposition of monies or Securi-
ties in the Trust, or otherwise except for willful malfeasance,
willful misconduct, bad faith or gross negligence in the per-
formance of its duties or by reason of its reckless disregard
of its obligations and duties under the Indenture and Agree-
ment. Nor shall the Trustee be liable or responsible in any
way for depreciation or loss incurred by reason of the disposi-
tion of any Securities by the Trustee required in order to pay
compensation of the Trustee or expenses and disbursements under
the Agreement. In the event of a failure of the Sponsor to
act, the Trustee may act under the Indenture and Agreement and
shall not be liable for any action taken by it in good faith.
The Trustee shall not be personally liable for any taxes or
other governmental charges imposed upon the Trust or in respect
of the Securities or the interest thereon. The Agreement also
contains other customary provisions limiting the liability of
the Trustee and providing for the indemnification of the Trus-
tee for any loss or claim accruing to it without gross negli-
gence, bad faith, willful misconduct, willful malfeasance or
reckless disregard of its duties and obligations under the
Agreement on its part.
The Trustee or any successor may resign by executing
an instrument in writing, filing the same with the Sponsor and
mailing a copy of such notice or resignation to all Unit Hold-
ers then of record. Upon receiving such notice the Sponsor
will use its best efforts to appoint a successor Trustee
promptly. If the Trustee becomes incapable of acting or be-
comes bankrupt or its affairs are taken over by public authori-
ties, the Sponsor may remove the Trustee and appoint a succes-
sor as provided in the Agreement. If within 30 days of the
resignation of a Trustee no successor has been appointed or, if
appointed, has not accepted the appointment, the retiring Trus-
tee may apply to a court of competent jurisdiction for the ap-
pointment of a successor. The resignation or removal of a
Trustee becomes effective only when the successor Trustee ac-
cepts its appointment as such or when a court of competent ju-
risdiction appoints a successor Trustee.
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust
or to Unit Holders for taking any action or for refraining from
any action in good faith or for errors in judgment, nor shall
the Sponsor be liable or responsible in any way for deprecia-
-34-
<PAGE>
tion or loss incurred by reason of the disposition of any Secu-
rity. The Sponsor will, however, be liable for its own willful
malfeasance, willful misconduct, bad faith, gross negligence or
reckless disregard of its duties and obligations under the
Agreement.
If at any time the Sponsor shall resign under the
Agreement or shall fail or be incapable of performing its du-
ties thereunder or shall become bankrupt or its affairs are
taken over by public authorities, the Agreement directs the
Trustee to either (1) appoint a successor Sponsor or Sponsors
at rates of compensation deemed reasonable by the Trustee, not
exceeding amounts prescribed by the Securities and Exchange
Commission, or (2) act as Sponsor itself without terminating
the Indenture and Agreement. The Trustee will promptly notify
Unit Holders of any such action.
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a corpo-
ration organized under the laws of the State of Delaware and is
a principal operating subsidiary of Morgan Stanley, Dean Wit-
ter, Discover & Co.("MSDWD"), a publicly-traded corporation. On
May 31, 1997, Dean Witter, Discover & Co., Dean Witter's former
parent company, and Morgan Stanley Group Inc. merged to form
MSDWD. Dean Witter is a financial services company that pro-
vides to its individual, corporate, and institutional clients
services as a broker in securities and commodities, a dealer in
corporate, municipal, and government securities, an investment
banker, an investment adviser, and an agent in the sale of life
insurance and various other products and services. Dean Witter
is a member firm of the New York Stock Exchange, the American
Stock Exchange, the Chicago Board Options Exchange, other major
securities exchanges and the National Association of Securities
Dealers, and is a clearing member of the Chicago Board of
Trade, the Chicago Mercantile Exchange, the Commodity Exchange
Inc., and other major commodities exchanges. Dean Witter is
currently servicing its clients through a network of approxi-
mately 350 domestic and international offices with approxi-
mately 9,000 account executives servicing individual and insti-
tutional client accounts.
Trustee
The Trustee is The Chase Manhattan Bank, with its
principal place of business at 270 Park Avenue, New York, New
York 10017 and its corporate trust office at 4 New York Plaza,
New York, New York 10004. The Trustee is organized under the
laws of the State of New York, is a member of the New York
-35-
<PAGE>
Clearing House Association and is subject to supervision and
examination by the Superintendent of Banks of the State of New
York, the Federal Deposit Insurance Corporation and the Board
of Governors of the Federal Reserve System. Unit Holders
should direct inquiries regarding distributions, address
changes and other matters relating to the administration of the
Trust to the Trustee at 1-800-428-8890.
Legal Opinions
Certain legal matters in connection with the Units
offered hereby have been passed upon by Cahill Gordon & Rein-
del, a partnership including a professional corporation, 80
Pine Street, New York, New York 10005, as special counsel for
the Sponsor.
AUDITORS
The Financial Statements and Schedule of Portfolio
Securities of this series of the Dean Witter Select Equity
Trust included in this Prospectus have been examined by De-
loitte & Touche LLP, certified public accountants, as stated in
their report as set forth in this Prospectus, and are included
in reliance upon such report given upon the authority of that
firm as experts in accounting and auditing.
-36-
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Equity Trust Utility Stock
Series 3 as of November 30, 1997, and the related statements of operations
and changes in net assets for each of the three years in the period then
ended. These financial statements are the responsibility of the Trustee
(see Footnote (a)(1)). Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of
November 30, 1997 as shown in the statement of financial condition and
schedule of portfolio securities by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting
principles used and the significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Equity Trust Utility Stock Series 3 as of November 30, 1997, and the results
of its operations and the changes in its net assets for each of the three
years in the period then ended in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
January 21, 1998
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
November 30, 1997
TRUST PROPERTY
Investments in securities at market value (cost
$13,225,407 (Note (a) and Schedule of Portfolio
Securities Notes (3) and (4)) $19,381,115
Accrued dividends receivable 159,440
Cash 26,475
Due from Trustee 57,950
Total 19,624,980
LIABILITY AND NET ASSETS
Less Liability:
Accrued Sponsor's fees 5,390
Net Assets:
Balance applicable to 18,289,026 Units
(Note (c)):
Capital, plus net unrealized market
appreciation of $6,155,708 $19,381,115
Undistributed principal and net investment
income (Note (b)) 238,475
Net assets $19,619,590
Net asset value per Unit ($19,619,590 divided
by 18,289,026 Units) $ 1.0728
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
For the years ended November 30,
1997 1996 1995
Dividend income (Note (a)) $1,378,229 $1,440,266 $1,916,644
Other Income - - 14,801
Total Income 1,378,229 1,440,266 1,931,445
Less Expenses:
Trustee's fees and expenses 50,070 55,364 50,868
Sponsor's fees 5,390 6,777 6,604
Total expenses 55,460 62,141 57,472
Investment income - net 1,322,769 1,378,125 1,873,973
Net gain (loss) on investments:
Realized gain on securities sold
or redeemed (Note (d)) 1,135,217 1,544,292 1,157,601
Unrealized market appreciation
(depreciation) of investments 1,052,366 (2,096,029) 3,512,957
Net gain (loss) on
investments 2,187,583 (551,737) 4,670,558
Net increase in net assets
resulting from operations $3,510,352 $ 826,388 $6,544,531
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
For the years ended November 30,
1997 1996 1995
Operations:
Investment income - net $ 1,322,769 $ 1,378,125 $ 1,873,973
Realized gain on securities
sold or redeemed 1,135,217 1,544,292 1,157,601
Unrealized market appreciation
(depreciation) of investments 1,052,366 (2,096,029) 3,512,957
Net increase in net
assets resulting
from operations 3,510,352 826,388 6,544,531
Distributions to Unit Holders
(Note (b)):
Principal (1,479,683) (1,403,201) (1,950,213)
Investment income - net (1,178,184) (1,496,016) (1,877,382)
Total distributions (2,657,867) (2,899,217) (3,827,595)
Capital Share Transactions:
Creation of 579,432 Units and
479,437 Units, respectively 558,179 500,728 -
Redemption of 3,721,873 Units,
4,429,532 Units and
3,070,438 Units, respectively (3,511,044) (4,588,328) (3,109,816)
Accrued income on redemption (29,201) (37,185) (23,706)
Total capital share
transactions (2,982,066) (4,124,785) (3,133,522)
Net decrease in net assets (2,129,581) (6,197,614) (416,586)
Net assets - beginning of year 21,749,171 27,946,785 28,363,371
Net assets - end of year (includ-
ing undistributed principal and
net investment income of
$238,475, 118,466 and $275,741,
respectively) $19,619,590 $21,749,171 $27,946,785
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
November 30, 1997
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Portfolio of Securities
on the basis set forth in this Prospectus, "Public Offering of
Units - Public Offering Price". Under the Securities Act of 1933
("the Act"), as amended, the Sponsor is deemed to be an issuer of
the Trust Units. As such, the Sponsor has the responsibility of an
issuer under the Act with respect to financial statements of the
Trust included in the Trust's Registration Statement under the Act
and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the Trustee,
based on the closing sale price on the New York Stock Exchange, on
the last day of trading during the period. The value on the date
of initial deposit (December 2, 1987) represents the cost of
investments to the Trust based on the closing sale prices on the
New York Stock Exchange on the day prior to the date of initial
deposit. The cost of investments purchased subsequent to the date
of initial deposit is based on the closing sale prices on the New
York Stock Exchange on date of purchase.
(3) Income Taxes
No provision for Federal income taxes has been made in the
accompanying financial statements because the Trust has elected and
intends to continue to qualify for the tax treatment applicable to
"Regulated Investment Companies" under the Internal Revenue Code.
Under existing law, if the Trust so qualifies, it will not be
subject to Federal income tax on net income and capital gains that
are distributed to Unit Holders.
(4) Expenses
The Trust pays annual Trustee's fees, including estimated expenses,
and annual Sponsor's portfolio supervision fees and may incur
additional charges as explained under "Expenses and Charges - Fees"
and "- Other Charges" in this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
November 30, 1997
(b) DISTRIBUTIONS
Distributions of dividend income and principal, if any, received by the
Trust are made to Unit Holders on a monthly basis and distributions of
net realized capital gains, if any, will be made annually, within 30
days after the end of the Trust's taxable year to Unit Holders of
record. Record dates are the first day of each calendar month and
Distribution dates are the fifteenth day of each month (or the next
business day thereafter if the fifteenth is not a business day). Upon
termination of the Trust, the Trustee will distribute, upon surrender of
Units for cancellation, to each Unit Holder his pro rata share of the
Trust's assets, less expenses, in the manner set forth under
"Distributions to Unit Holders" herein. (See "Administration of the
Trust - Distributions" in this Prospectus.)
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the respective dates of deposit, computed on the
basis set forth under "Public Offering of Units - Public Offering Price"
in this Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of November 29, 1997, the last trading
date during the year, follows:
Cost of 65,250,000 Units at date of deposit $65,643,014
Less: Gross underwriting commissions (sales charge) (2,953,911)
Net cost to investors 62,689,103
Cost to investors of Units created
during deposit period 1,058,908
Cost of securities sold or redeemed (65,473,708)
Cost of substituted securities 14,951,104
Net unrealized market appreciation of investments 6,155,708
Net amount applicable to investors $19,381,115
(d) SUBSTITUTION OF SECURITIES
On September 1, 1995, Pacific Gas & Electric Company, 7.84% 1st
Preferred was fully called.
Under the term of the indenture and agreement, 13,123 shares of Central
South West Corporation, 9,304 shares of New England Electric System and
11,206 shares of Pacific Gas & Electric Company were substituted on
September 1, 1995. (See "Administration of the Trust - Portfolio
Supervision" in this Prospectus.)
On January 31, 1996, July 31, 1996 and October 31, 1996, on instructions
of the Sponsor, the Trustee sold 2,900 shares of Boston Edison Co.,
1,825 shares of Energy Corp., 4,700 shares of Union Electric and 2,340
shares of Washington Water Power, respectively. Under the terms of the
indenture and agreement, 8,126 shares of DPL Inc. and 1,027 shares of
DTE Energy Corp. were substituted. (See "Administration of the Trust -
Portfolio Supervision" in this Prospectus.)
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
November 30, 1997
On February 4, 1997 and October 31, 1997, the Trustee sold 5,000 shares
of Cinergy Corp. and 500 shares of American Electric Power Company Inc.,
respectively. under the terms of the indenture and agreement 4,761
shares of Central & Southwest Corp. and 558 shares of DPL inc. were
substituted (see Administration of the Trust portfolio Supervision" in
this Prospectus.)
(e) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
For the years ended November 30,
1997 1996 1995
Principal distributions during
year $ .0721 $ .0586 $ .0698
Net investment income distribu-
tions during year $ .0592 $ .0631 $ .0684
Net asset value at end of year $1.0728 $1.0148 $1.1011
Trust Units outstanding at end
of year $18,289,026 21,431,467 25,381,562
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
NOVEMBER 30, 1997
Current
Annual Market Percentage of Market
Dividend Price Aggregate Value of
Portfolio No. and Name Number of Per Yield per Market Value Shares to
of Issuer of Securities Shares Share<F2> <F3> Share of Trust Trust
<F4><F5>
<S> <C> <C> <C> <C> <C> <C> <C>
1. American Electric Power
Company Inc. 19,045 $2.40 4.842% $49.5625 4.87% $ 943,918
2. Atlantic Energy Inc. 31,191 1.54 7.652 20.1250 3.24 627,719
3. Boston Edison Company 30,579 1.88 5.371 35.0000 5.52 1,070,265
4. DPL, Incorporated 32,902 1.36 5.181 26.2500 4.46 863,677
5. Houston Industries
Incorporated 34,809 1.50 6.332 23.6875 4.25 824,538
6. First Energy Corp. <F6> 78,270 1.50 5.556 27.0000 10.90 2,113,290
7. Union Electric Company 37,728 2.54 6.380 39.8125 7.75 1,502,046
8. Rochester Gas & Electric
Corporation 33,001 1.80 6.545 27.5000 4.68 907,527
9. Southern Company 132,888 1.30 5.417 24.0000 16.46 3,189,312
10. Texas Utilities Company 35,477 2.10 5.500 40.0000 7.32 1,419,080
11. Washington Power Company 42,789 1.24 5.801 21.3750 4.72 914,615
12. New York State Electric
& Gas Corp. 24,663 1.40 4.553 30.7500 3.91 758,387
13. Western Resource Inc. 23,132 2.10 5.376 39.0625 4.66 903,594
14. Central Maine Power
Company 27,940 .90 6.372 14.1250 2.04 394,653
15. Cipsco, Inc. 5,404 2.12 5.292 40.0625 1.12 216,498
16. DTE Energy Co. 23,642 2.06 6.278 32.8125 4.00 775,753
17. Cinergy Corp. 25,231 1.80 5.053 35.6250 4.64 898,854
18. Central & SouthWest 12,166 1.74 6.960 25.0000 1.57 304,150
19. New England Electric 5,770 2.36 5.721 41.2500 1.23 238,013
20. MidAmerican Holdings Co.<F7> 15,993 1.20 6.019 19.9375 1.65 318,860
21. PG&E Corp. <F8> 6,951 1.20 4.248 28.2500 1.01 196,366
$19,381,115
See notes to schedule of portfolio securities
F-8
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES 3
November 30, 1997
<F2> Based on the latest quarterly or semiannual declaration.
<F3> The yield represents the Current Annual Dividend per Share divided
by the Market Price per Share.
<F4> Valuation of Securities by the Trustee as of November 30, 1997 was
made on the basis of the closing sale prices on the New York Stock
Exchange.
<F5> At November 30, 1997, the net unrealized market appreciation of
Securities was comprised of the following:
Gross unrealized market appreciation $6,400,558
Gross unrealized market depreciation (244,850)
Net unrealized market appreciation $6,155,708
The aggregate cost of the Securities for Federal income tax purposes
was $13,225,407 at November 30, 1997.
<F6> Effective November 10, 1997, Ohio Edison Company merged with
Centerior Energy to form First Energy Corp. Each common share of
Ohio Edison Company was exchanged for one share of Firstenergy
Corp.
<F7> Effective December 1, 1996 MidAmerican Energy Co., merged into
MidAmerican Holdings Co. Each common share of MidAmerican Energy
Co. was exchange for one share of MidAmerican Holdings Co.
<F8> Effective January 1, 1997 one common share of Pacific Gas & Electric
Corp. was exchanged for one share of PG&E Corp. common.
F-9
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consent of Independent Auditors; all other consents
were previously filed.
The following exhibits:
23. 1b. Consent of Independent Auditors.
27. Financial Data Schedule.
FINANCIAL STATEMENTS
1. Statement of Financial Condition, Statement of Operations
and Statement of Changes in Net Assets of the Trust, as
shown in the Prospectus.
<PAGE>
CONSENT OF COUNSEL
The consent of Counsel to the use of its name in the
Prospectus included in this Registration Statement is contained
in its opinion filed as Exhibit 1.b. to this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Utility
Stock Series 3, certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 10 to the Registration
Statement to be signed on its behalf by the undersigned, there-
unto duly authorized, all in The City of New York and State of
New York on the 4th day of February, 1998.
DEAN WITTER SELECT EQUITY TRUST,
UTILITY STOCK SERIES 3
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 10 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds
Inc., the Depositor, by the following persons in the following
capacities and by the following persons who constitute a major-
ity of the Depositor's Board of Directors in The City of New
York and State of New York on this 4th day of February, 1998.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Directora )
By:
Thomas Hines
Thomas Hines
Attorney-in-fact*
a Executed copies of the Powers of Attorney filed by a ma-
jority of the Board of Directors of Dean Witter Reynolds
Inc. have been previously filed.
<PAGE>
Name Office
Richard M. DeMartini Director***
Robert J. Dwyer Director***
Christine A. Edwards Director***
James F. Higgins Director***
Charles A. Fiumefreddo Director**
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F. Powers III Director*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
_____________________
* 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>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1a. Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc.
1b. Consent of Deloitte & Touche LLP
27. Financial Data Schedule
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 21, 1998, accompanying the
financial statements of the Dean Witter Select Equity Trust Utility Stock
Series 3 included herein and to the reference to our Firm as experts under
the heading "Auditors" in the prospectus which is a part of this
registration statement.
DELOITTE & TOUCHE LLP
February 5, 1998
New York, New York
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
EQUITY TRUST UTILITY STOCK
SERIES 3 AND IS QUALIFIED IN
ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT EQUITY TRUST
UTILITY STOCK SERIES
<NUMBER> 3
<MULTIPLIER> 1
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-1-1996
<PERIOD-END> NOV-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 13,225,407
<INVESTMENTS-AT-VALUE> 19,381,115
<RECEIVABLES> 159,440
<ASSETS-OTHER> 26,475
<OTHER-ITEMS-ASSETS> 57,950
<TOTAL-ASSETS> 19,624,980
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,390
<TOTAL-LIABILITIES> 5,390
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,220,989
<SHARES-COMMON-STOCK> 18,289,026
<SHARES-COMMON-PRIOR> 21,431,467
<ACCUMULATED-NII-CURRENT> 243,366
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,155,708
<NET-ASSETS> 19,619,590
<DIVIDEND-INCOME> 1,378,229
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 55,460
<NET-INVESTMENT-INCOME> 1,322,769
<REALIZED-GAINS-CURRENT> 1,135,217
<APPREC-INCREASE-CURRENT> 1,052,366
<NET-CHANGE-FROM-OPS> 3,510,352
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,178,184
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 1,479,683
<NUMBER-OF-SHARES-SOLD> 579,432
<NUMBER-OF-SHARES-REDEEMED> 3,721,873
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (2,129,581)
<ACCUMULATED-NII-PRIOR> 108,950
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
