<PAGE>
Pacific Northwest Portfolio Series 2
File No. 33-48261
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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
PACIFIC NORTHWEST PORTFOLIO SERIES 2
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
The Registrant has registered an indefinite number of
Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940,
as amended. On February 23, 1994, the Registrant
filed the Rule 24f-2 Notice for its most recent
fiscal year.
<PAGE>
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
PACIFIC NORTHWEST PORTFOLIO SERIES 2
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;
Trust Agreement Administration of the
Trust -- Termination
7. Changes of name <F30>
8. Fiscal Year Included in Form N-8B-2
9. Litigation <F30>
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 --
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(Registered or Bearer) Unit Holders
b. Type of Securities Administration of the
(Cumulative or Trust -- Distributions
Distributive)
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
conversion, transfer, etc. Units -- Secondary
Market; Exchange Option;
Redemption; Rights of
Unit Holders-Unit Holders
e. Lapses or defaults with <F30>
respect to periodic payment
plan certificates
f. Voting rights as to Rights of Unit Holders-
Securities under the Certain Limitations;
Indenture Administration of the
Trust -- Amendment; --
Termination
g. Notice to Holders as to
change in:
1. Assets of Trust Administration of the
Trust -- Portfolio
Supervision; The
Trust-Summary Description
of the Portfolio
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;
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
-- Regarding the Sponsor
h. Consent of Security Holders
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 Indenture Administration of the
Trust -- Amendment
4. Identity of Depositor <F30>
and Trustee
11. Type of securities comprising The Trust-Summary
units Description of the
Portfolio; - Objectives
and Securities Selection
12. Type of securities comprising <F30>
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 <F30>
regarding periodic payment
certificates
c. Certain percentages Public Offering of
Units -- Public Offering
Price;
-- Profit of Sponsor;
-- 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
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
by depositor, principal -- Profit of Sponsor
underwriters, trustee or
affiliated persons
f. Ratio of annual charges <F30>
to income
14. Issuance of trust's securities Introduction
15. Receipt and handling of Public Offering of Units-
payments from purchasers Profit of Sponsor
16. Acquisition and disposition Introduction; Administra-
of 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 Administration of the
of income Trust
b. Reinvestment of The Trust Reinvestment
distributions Program
c. Reserves or special fund Administration of the
Trust-Distributions
d. Schedule of distribution <F30>
19. Records, accounts and report Administration of the
Trust; Resignation,
Removal and Liability
20. Certain miscellaneous Administration of the
provisions of the trust Trust -- Amendment;
agreement -- Termination
-- Resignation, Removal
and Liability
-- Regarding the Trustee;
-- Regarding the Sponsor
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
21. Loans to security holders <F30>
22. Limitations on liability Resignation, Removal and
Liability
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of <F30>
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 <F30>
officials and affiliated
persons of Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor <F30>
31. Payments by Depositor for <F30>
certain other services
32. Payments by Depositor for <F30>
certain other services
rendered to trust
33. Remuneration of employees of <F30>
Depositor for certain services
rendered to trust
34. Remuneration of other <F30>
persons for certain services
rendered to trust
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
IV. Distribution and Redemption of Securities
35. Distribution of trust's Public Offering of Units-
securities by states Public Distribution
36. Suspension of sales of <F30>
trust's securities
37. Revocation of authority to <F30>
distribute
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 Public Offering of Units-
principal underwriter Profit of Sponsor
41. a. Business of principal Miscellaneous -- Sponsor
underwriter
b. Branch officers of principal <F30>
underwriter
c. Salesman of principal <F30>
underwriter
42. Ownership of trust's securities <F30>
by certain persons
43. Certain brokerage commissions <F30>
received by principal underwriter
44. a. Method of valuation Public Offering of Units
-- Public Offering Price;
-- Secondary Market
b. Schedule as to offering <F30>
price
c. Variation in offering Public Offering of Units-
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
price to certain persons -- Volume Discount;
Exchange Option
45. Suspension of redemption rights <F30>
46. a. Redemption valuation Public Offering of Units-
Secondary Market;
Redemption
-- Right of Redemption;
-- Computation of
Redemption Value
b. Schedule as to redemption <F30>
price
47. Maintenance of position in See items 10(d), 44 and
underlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation Miscellaneous -- Trustee
of 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 <F30>
Insurance Company
b. Type of policies <F30>
c. Type of risks insured and <F30>
excluded
d. Coverage of policies <F30>
e. Beneficiaries of policies <F30>
f. Terms and manner of <F30>
cancellation
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
g. Method of determining <F30>
premiums
h. Amount of aggregate <F30>
premiums paid
i. Who receives any part of <F30>
premiums
j. Other material provisions <F30>
of the Trust relating to
insurance
VII. Policy of Registrant
52. a. Method of selecting and Administration of
eliminating securities the Trust -- Portfolio
from the Trust Supervision; The Trust --
Objectives and Securities
Selection;
- Summary Description of
the Portfolio
b. Elimination of securities <F30>
from the Trust
c. Policy of Trust regarding Administration of the
substitution and Trust -- Portfolio
elimination of securities Supervision; The Trust --
Objectives and Securities
Selection; -- Summary
Description of the
Portfolio
d. Description of any Administration of the
fundamental policy of the Trust -- Portfolio
Trust Supervision; the Trust --
Objectives and Securities
Selection;
-- Summary Description of
the Portfolio
53. a) Taxable status of the Tax Status of the Trust
Trust
b) Qualification of the <F30>
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
Trust as regulated
investment company
VIII. Financial and Statistical Information
54. Information regarding the <F30>
Trust's past ten fiscal years
55. Certain information regarding <F30>
periodic payment plan
certificates
56. Certain information regarding <F30>
periodic payment plan
certificates
57. Certain information regarding <F30>
periodic payment plan
certificates
58. Certain information regarding <F30>
periodic payment plan
certificates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition; Statements of
Operations; Statements of
Changes in Net Assets
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
The Initial Public Offering of Units in the Trust has been
completed. The Units offered hereby are issued and outstanding
Units which have been acquired by the Sponsor either by
purchase from the Trustee of Units tendered for redemption or
in the Secondary Market.
_______________________________________________________________
LOGO
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
(A Unit Investment Trust)
_______________________________________________________________
This Trust was formed for the purpose of providing capital
appreciation through investment in a fixed portfolio consisting
of publicly traded common stocks issued by companies
headquartered in the Pacific Northwest region of the United
States. The value of the Units of the Trust will fluctuate
with the value of the Portfolio of underlying Securities.
Minimum Purchase: $1,000.
_______________________________________________________________
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
guaranteed or endorsed by, any bank, and the Units are not
federally insured by the Federal Deposit Insurance Corporation,
Federal Reserve Board, or any other agency.
Prospectus dated August 26, 1994
<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
PACIFIC NORTHWEST PORTFOLIO SERIES 2
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 .................... 2
Objective and Securities Selection ...................... 4
Distributions ........................................... 5
Tax Status of the Trust ....................................... 5
Public Offering of Units ...................................... 10
Public Offering Price ................................... 10
Public Distribution ..................................... 10
Secondary Market ........................................ 11
Profit of Sponsor ....................................... 11
Exchange Option ............................................... 11
Reinvestment Program .......................................... 13
Redemption .................................................... 14
Right of Redemption ..................................... 14
Computation of Redemption Price ......................... 16
Postponement of Redemption .............................. 17
Rights of Unit Holders ........................................ 18
Unit Holders ............................................ 18
Certain Limitations ..................................... 18
Expenses and Charges .......................................... 19
Fees .................................................... 19
Other Charges ........................................... 19
Administration of the Trust ................................... 20
Records and Accounts .................................... 20
Distribution ............................................ 21
Portfolio Supervision ................................... 21
Voting of the Portfolio Securities ...................... 22
Reports to Unit Holders ................................. 23
Amendment ............................................... 24
Termination ............................................. 24
Resignation, Removal and Liability ............................ 26
Regarding the Trustee ................................... 26
Regarding the Sponsor ................................... 27
A-1
<PAGE>
Page
Miscellaneous ................................................. 27
Sponsor ................................................. 27
Trustee ................................................. 28
Legal Opinions .......................................... 28
Auditors ...................................................... 28
Independent Auditor's Report .................................. F-1
Sponsor:
Dean Witter Reynolds Inc.
2 World Trade Center
New York, New York 10048
Trustee:
United States Trust Company of New York
114 West 47th Street
New York, New York 10036
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
PACIFIC NORTHWEST PORTFOLIO SERIES 2
As of May 31, 1994
<S> <C>
Number of Units 212,500
Fractional Undivided Interest in the Trust Represented by Each Unit 1/212,500th
Public Offering Price Per 100 Units:
Aggregate Value of Securities in the Trust $2,201,360.00
Divided by 212,500 Units (times 100) $ 1,035.93
Plus Sales Charge of 3.250% of Public Offering Price (3.359% of net amount invested
in Securities) 34.80
Public Offering Price per 100 Units 1,070.73
Plus amount per 100 Units of undistributed principal and net investment income 6.87
Total $ 1,077.60
Sponsor's Repurchase Price per Unit and Redemption Price per 100 Units (based on the value of
the underlying Securities, $34.80 less than the Public Offering Price per Unit plus undis-
tributed principal and net investment income $ 1,042.80
Evaluation Time Close of trading on the New York Stock Exchange
(currently 4:00 PM New York time).
Record Dates March 1, June 1, September 1 and December 1.
Distribution Dates March 15, June 15, September 15 and December 15 of
each year.
Minimum Principal Distribution No distribution need be made from the Principal
Account if the balance therein is less than $1.00
per 100 Units outstanding.
In-kind Distribution Date June 27, 1997
Liquidation Period Not to exceed 10 business days after the In-Kind
Distribution Date.<F2>
Mandatory Termination Date July 14, 1997
Discretionary Liquidation Amount The Indenture may be terminated by the Sponsor if
the value of the Trust at any time is less than
$94,635.<F2>
Trustee's Fee<F1> $1.15 per 100 Units.
Sponsor's Annual Portfolio Supervision Fee<F1> Maximum of $.25 per 100 Units.
<FN>
<F1> See "Expenses and Charges" in this Prospectus. The fee accrues daily and is payable on each
Distribution Date. Estimated dividends from the Securities, based on the last dividends actually paid
are expected by the Sponsor to be sufficient to pay the estimated expenses of the Trust.
<F2> The final distribution will be made within 5 business days following receipt of proceeds from the
sale of all Portfolio Securities. (See "Administration of the Trust - Termination", in this Prospectus).
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust,
Pacific Northwest Portfolio Series 2 (the "Trust") is a unit
investment trust composed of publicly traded common stocks (the
"Securities"). The objective of the Trust is to provide
capital appreciation potential through an investment for
approximately five years from the initial Date of Deposit in a
fixed portfolio consisting of 25 publicly traded common stocks
of companies headquartered in the Pacific Northwest region of
the United States. The Securities may appreciate or depreciate
in value (or pay dividends) depending on the full range of
economic and market influences affecting corporate
profitability, the financial condition of issuers, the prices
of equity securities in general and the Securities in
particular and with changes in economic and political
conditions in the region. Investors should also note that as a
result of the Trust's investment in companies many of whose
principal business activities are located in one geographic
region of the country, an investment in the Trust can be
expected to experience greater fluctuations in value than other
trusts which invest in a broad range of geographic locations.
Therefore, there is no guarantee that the objectives of the
Trust will be achieved.
TERMINATION -- The Trust will terminate approximately
five years after the initial Date of Deposit regardless of
market conditions at that time. Prior to termination of the
Trust, the Trustee will begin to sell the Securities held in
the Trust over a period not to exceed 10 consecutive business
days (the "Liquidation Period"). Monies received upon such
sale of Securities will be held uninvested in non-interest
bearing accounts created by the Indenture until distributed pro
rata to Unit Holders on or about July 28, 1997 and will be of
benefit to the Trustee during such period. During the life of
the Trust, Securities will not be disposed of solely as a
result of normal fluctuations in market value. Because the
Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited
circumstances described herein, the proceeds received from the
sale of Securities may be less than could be obtained if the
sale had taken place at a different time. Depending on the
volume of Securities sold and prices of and demand for
Securities at the time of such sale, the sales of Securities
from the Trust may tend to depress the market prices of such
Securities and hence the value of the Units, thus reducing
termination proceeds available to Unit Holders. In order to
mitigate potential adverse price consequences of heavy volume
trading in the Securities taking place over a short period of
time and to provide an average market price for the Securities,
A-4
<PAGE>
the Trustee will follow procedures set forth in the Indenture
to sell the Securities in an orderly fashion over a period not
to exceed the Liquidation Period. The Sponsor can give no
assurance, however, that such procedures will mitigate negative
price consequences or provide a better price for such
Securities. The Trust may terminate earlier than on the
Mandatory Termination Date if the value of the Trust is less
than the Discretionary Liquidation Amount set forth herein.
(See: "Administration of the Trust -- Termination".)
DISTRIBUTIONS -- The Trustee will distribute any
dividends and any proceeds from the disposition of Securities
not used for redemption of Units or purchase of substitute
securities received by the Trust on each Distribution Date to
holders of record on the next preceding Record Date. Upon
termination of the Trust, the Trustee will distribute to each
Unit Holder of record his pro rata share of the Trust's assets,
less expenses. The sale of Securities in the Trust in the
period prior to termination and upon termination may result in
a lower amount than might otherwise be realized if such sale
were not required at such time due to impending or actual
termination of the Trust. 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. (See:
"Administration of the Trust -- Distribution".)
The Sponsor anticipates that, based upon the last
dividends actually paid by the companies listed in the
"Schedule of Portfolio Securities", dividends from the
Securities will be sufficient (i) to pay expenses of the Trust
and (ii) after such payment, to make distributions to Unit
Holders as described herein. (See: "Expenses and Charges" and
"Administration of the Trust -- Distribution".)
PUBLIC OFFERING PRICE -- The Public Offering Price
per Unit is computed on the basis of the aggregate evaluation
of the underlying Securities next computed after receipt of a
purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding, plus a sales charge of 3.359% of
such evaluation per Unit (the net amount invested); this
results in a sales charge of 3.25% of the Public Offering
Price. The sales charge of 3.25% will decline over the life of
the Trust in the manner described below. On July 2, 1995 the
sales charge will decline to 2.25% (2.302% of the net amount
invested).
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 his Units through redemption at prices based on the
aggregate value of the underlying Securities. (See:
A-5
<PAGE>
"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
inherent in an investment in common stocks, including risks
associated with the limited 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. Also, holders of common stock have the right to receive
dividends only when, as and if such dividends are declared by
the issuer's board of directors. 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, changes in the financial condition
of the issuers of the Securities, changes in the industries
represented in the Portfolio and changes in economic and
political conditions in the Pacific Northwest.
Although all of the Securities in the Trust portfolio
were issued by issuers headquartered in the states of Alaska,
Idaho, Montana, Oregon and Washington, approximately one-half
of the Securities were issued by companies whose primary
business activities extend beyond those states. Nonetheless,
the Trust is considered to be "concentrated" in stocks of one
region of the country. In addition to the risks inherent in
the investment in any trust containing equity securities, there
are certain risks involved in investing in the Trust due to its
concentration in stocks of companies located in one geographic
area of the United States. The Trust's concentration in
securities of such companies means that the Trust's performance
is closely related to the specific local economic trends and
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 affecting the
selected Securities 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 Trust Units more volatile than other
investments.
Alaska, Idaho, Montana, Oregon and Washington (the
"Pacific Northwest" or the "Region") are dependent upon trading
with East Asian countries. The performance of the export
sector of the Region's economy is related to the value of the
U.S. dollar and, particularly, its relationship to foreign
currencies, the international demand for and foreign
competition with the Region's principal exports, and changes in
trading policy. Boeing and its suppliers remain the largest
single component of the manufacturing sector, and provide a
disproportionate share of personal income and the value of
A-6
<PAGE>
manufacturing goods. Other high technology industries may also
be affected by changes in the number and value of Federal
defense contracts. The aluminum industry, another major
manufacturing component, has become a swing supplier dependent
upon worldwide commodity prices and is vulnerable to increased
energy costs. The Region continues to be dependent upon its
traditional industries, including lumber and paper, agriculture
and mining. Certain risks affect these industries, including
environmental constraints and regulations governing the
harvesting of timber, nationwide levels of building
construction and housing starts, natural hazards (including
drought, forest fires and seismic risks) and investor interest
in precious metals (as affected by inflation, higher interest
rates and the foreign exchange value of the dollar).
SPECIAL CHARACTERISTICS OF THE TRUST -- Securities
Selection. The stocks included in this series of the Dean
Witter Select Equity Trust were chosen by the Sponsor's Unit
Trust Research Department after screening them in a two-tier
selection process described below.
The first step in the selection process involves
narrowing the group of publicly traded companies identified as
headquartered in the Region by reviewing them against a set of
general guidelines. To be included in the Trust portfolio each
company must: 1) be headquartered within the Region; 2) have
recorded gross annual sales of at least $100 million; 3) have
total shareholder equity of at least $100 million and 4) have a
minimum of 10 million shares of common stock outstanding.
In the second step, the Unit Trust Research
Department analyzed the following fundamental factors for each
company: 1) its line(s) of business and competitive industry
position; 2) its historical financial trend and prospects; and
3) other pertinent credit factors that could have implications
to the company's performance. In addition, unproven, evolving
companies and companies facing industry challenges, potential
dividend reductions or significant litigation or legal problems
were avoided.
The Sponsor may deposit additional Securities which
were originally selected through this process following the
initial Date of Deposit. The Trust will continue to hold
Securities so selected during the life of the Trust unless
disposed of for the reasons set forth in "Administration of the
Trust -- Portfolio Supervision", and the Sponsor may continue
to sell Units of the Trust even though Dean Witter's evaluation
of the attractiveness of the Securities may have changed
subsequent to the Date of Deposit.
A-7
<PAGE>
PORTFOLIO CHARACTERISTICS -- The Portfolio of the
Trust consists of 25 issues of Securities, all of which are
common stocks. The Trust contains the following categories of
Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
Categories of Securities (as of August 17, 1994)
Electric and Gas ........................... 15.293%
Banking, Thrift ............................ 18.119%
Forestry, Paper Products ................... 14.792%
Computer Systems, Software ................. 8.934%
Retail Food and Drug Stores ................ 4.226%
Aircraft Manufacturing ..................... 3.627%
Oil and Gas Production ..................... 3.027%
General Membership Merchandising ........... 1.747%
Electronics Design ......................... 4.108%
Construction, Engineering .................. 3.608%
Athletic Shoes, Sports Apparel ............. 5.150%
Apparel Retailer ........................... 5.396%
Steel Plate, Pipe .......................... 2.968%
Trucks, Construction Equipment ............. 4.386%
Insurance, Real Estate ..................... 4.315%
Cash ....................................... .048%
On August 17, 1994, the aggregate market value of the
Securities in the Trust was $2,131,497.45.
UNDERWRITING -- None of the Securities in the Trust
was acquired through the Sponsor's participation as sole
underwriter or manager or as a member of the underwriting
syndicate for such Securities. An underwriter typically
purchases securities, such as the Securities in the Trust, from
the issuer on a negotiated or competitive bid basis in order to
market such securities to investors at a profit.
MINIMUM PURCHASE -- $1,000.
A-8
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DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
INTRODUCTION
This series of the Dean Witter Select Equity Trust
(the "Trust") was created on June 24, 1992 (the "Date of
Deposit") under the laws of the State of New York pursuant to a
Trust Indenture and Agreement (the "Indenture") and a related
Reference Trust Agreement (the "Agreement") (collectively, the
"Indenture and Agreement")<F31> between Dean Witter Reynolds Inc.
(the "Sponsor") and United States Trust Company of New York
(the "Trustee"). The Sponsor is a principal operating
subsidiary of Dean Witter, Discover & Co. ("DWDC"), a
publicly-held corporation. (See: "Miscellaneous -- Sponsor",
herein.) The objective of the Trust is to provide capital
appreciation potential through an investment for approximately
five years from the initial Date of Deposit in a fixed
portfolio consisting of 25 publicly traded common stocks of
companies headquartered in the Pacific Northwest region of the
United States. There is, of course, no assurance that this
objective will be met.
The Trust was created simultaneously with the deposit
of the Securities with the Trustee and the execution of the
Indenture and Agreement. The Trustee then immediately
delivered to the Sponsor a certificate of beneficial interest
(the "Certificate") representing the units (the "Units")
comprising the entire ownership of the Trust. Through this
prospectus (the "Prospectus"), the Sponsor is offering the
Units, including Units created after the Date of Deposit, 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 Price") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes
to maintain. In addition, the Sponsor may offer for sale,
through this Prospectus, Units which the Sponsor may have
repurchased in the secondary market or upon the tender of such
Units for redemption. The Trustee has not participated in the
selection of Securities for the Trust, and neither the Sponsor
nor the Trustee will be liable in any way for any default,
failure or defect in any Securities.
_________________________
<F31> 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 Agreement.
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On May 31, 1994, each Unit represented the fractional
undivided interest in the Securities and net income of the
Trust as set forth under "Summary of Essential Information".
Thereafter, if any Units are redeemed, the amount of Securities
in the Trust will be reduced, and the fractional undivided
interest represented by each remaining Unit in the balance of
the Trust will be increased. The interest in the Securities
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.
THE TRUST
Special Considerations
An investment in Units of the Trust should be made
with an understanding of the risks which an investment in
publicly traded common stock may entail, including the risk
that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities.
The Trust will be terminated and liquidated no later than the
Mandatory Termination Date set forth in the "Summary of
Essential Information" and the Securities will be sold or
distributed in kind, regardless of market conditions at that
time. The Trust may be terminated earlier under certain
conditions (see: "Administration of the Trust -- Termination",
herein).
Summary Description of the Portfolio
As used herein, the term "Common Stocks" refers to
the common stocks deposited in the Trust and described under
"Schedule of Portfolio Securities". The term "Securities"
refers to the Common Stocks and contracts to purchase
additional common 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 that the value of the underlying
Securities, and therefore the value of Units, will fluctuate
depending upon the full range of economic and market influences
which may affect the market value of such Securities. Certain
risks are inherent in an investment in equity securities,
including the risk that the financial condition of one or more
of the issuers of the Securities may worsen or the general
condition of the common stock market may weaken. In such case,
the value of the Portfolio Securities and hence the value of
Units may decline. Common stocks are susceptible to general
stock market movements and to volatile and unpredictable
increases and decreases in value as market confidence in and
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perceptions of the issuers change from time to time. Such
perceptions are based upon varying reactions to such factors as
expectations regarding domestic and foreign economic, monetary
and fiscal policies, inflation and interest rates, currency
exchange rates, economic expansion or contraction, and global
or regional political, economic or banking crises. In
addition, investors should understand that there are certain
payment risks involved in owning common stocks, 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 obligations issued by, such issuers.
Furthermore the rights of holders of common stocks 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 dividends only when, as and if, and in the amounts,
declared by the issuer's board of directors and to participate
in amounts available 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 ordinarily participate 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 stocks entail less risk
than common stocks. However, neither preferred nor common
stocks represent an obligation or liability 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 compared with common
stock) will create prior claims for payment of principal and
interest (in the case of debt securities) and dividends (in the
case of preferred securities) 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 typically have
liquidation preference and which may have stated optional 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. Additionally, market timing
and volume trading will also affect the underlying value of
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Securities and the Trust's selling of Securities during the
Liquidation Period. The value of the Securities in the
Portfolio thus may be expected to fluctuate over the entire
life of the Trust to values higher or lower than those
prevailing on May 31, 1994. The Sponsor may direct the Trustee
to dispose of Securities under certain specified circumstances
(see: "Administration of the Trust -- Portfolio Supervision").
However, Securities will not be disposed of solely as a result
of normal fluctuations in market value.
There can be no assurance that a market will be made
for any of the Securities, that any market for the Securities
will be maintained or of the liquidity of the Securities in any
markets made. In addition, the Trust may be restricted under
the Investment Company Act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to
meet redemptions and the value of the Trust will be adversely
affected if trading markets for the Securities are limited or
absent.
Objective and Securities Selection
The objective of the Trust is to provide capital
appreciation potential through an investment in a fixed
diversified portfolio of Securities chosen in the manner
described in the "Summary of Essential Information". There is,
of course, no guarantee that the Trust's objective will be
achieved.
The Trust consists of such of the Securities listed
under "Schedule of Portfolio Securities" as may continue to be
held from time to time in the Trust and any substitute
Securities acquired and held by the Trust pursuant to the
provisions of the Indenture and Agreement 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 Securities.
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 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,
the Trust's Securities may be disposed of only under limited
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circumstances. (See: "Administration of the Trust --
Portfolio Supervision".)
There is no assurance that any dividends will be
declared or paid in the future on the Securities initially
deposited or to be deposited subsequently in the Trust.
Distributions
Record Dates and Distribution Dates are set forth
under "Summary of Essential Information". The distributions
will be an amount equal to such Unit Holder's pro rata portion
of the amount of dividend income received by the Trust and
proceeds of the sale of Portfolio Securities, including capital
gains, not used for the redemption of Units or purchase of
substitute securities, if any (less the Trustee's fees,
Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units
registered in "Street Name" and held by the Sponsor will be
made to the investment account of such beneficial owners
maintained with the Sponsor. 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").
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
impact 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
interest, 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 derive
less than 30% of its gross income from the disposition of
securities held for less than three months, must meet certain
diversification criteria regarding Trust investment, and must
distribute 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
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not taxed on income distributed to its shareholders in the form
of dividends 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 included in the gross income of the Trust as determined for
federal 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 taxable year, that year's Trust distributions, to the
extent derived 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
investment company for any year, it must pay out its earnings
and profits accumulated in that year (less the interest charge
mentioned below, if applicable) and may be required to pay an
interest charge to the Treasury on 50% of such earnings and
profits before it can again qualify as a regulated investment
company.
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
distribution by the Trust with respect to October, November or
December of any calendar year as payable to Unit Holders of
record 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
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extent 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
liquidations 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 Principal Accounts and (unless applied for
purchase of securities pursuant to the Indenture) distributed
to Unit Holders in the manner provided in the Indenture.
Securities 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.
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
distribution 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 income or as capital gain distributions, the amount of
such distributions will be treated as a return of capital and
will reduce the Unit Holder's basis in his or her Units and, to
the extent that they exceed such Unit Holder's basis, will
generally 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
taxable as ordinary income to Unit Holders will, under present
law, constitute dividends for purposes of the 70% deduction
allowed to certain corporations with respect to dividends
received, as discussed below. This deduction is allowed to
corporations other than corporations, such as "S" corporations,
which are not eligible for such deduction because of their
special characteristics. Dividends received by corporations
are not deductible for purposes of special taxes such as the
accumulated 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
corporations. 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.
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Individual investors should note that the Code places
a floor of 2% of adjusted gross income on miscellaneous
itemized deductions, including investment expenses. The Code
directs 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
under this rule if paid or incurred directly by an individual.
Temporary regulations applicable to "nonpublicly
offered 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 itemized deductions if incurred by an
individual, are allocated among its shareholders who are
"affected investors" (i.e., individuals, estates, trusts and
pass-through entities having such shareholders), and (ii) such
investors are treated as having 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 computations are made on a calendar
year basis and the allocation of such expenses among affected
investors may be done by the regulated 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
offered regulated investment company. The term "publicly
offered regulated investment company" is defined as meaning a
regulated investment company the shares of which are
"continuously offered" or regularly traded on an established
securities market or "held by or for no fewer than 500 persons
at all times during 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
distributions 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
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taxable event for a Unit Holder and, depending on the
circumstances, may give rise to gain or loss. Under the Code,
net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) of individuals, estates
and trusts is subject to a maximum nominal tax rate of 28%.
Such net capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption
phase-out.
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 45 days or less (90 days or less 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 dividends for the 70%
dividends-received deduction (in addition to the limitation
discussed above). These limitations may be applicable 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 advisors 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
Revenue Service that they are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts
withheld 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
distribution 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
advisors with respect to the application to their own
circumstances 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.
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PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of the Units is calculated
daily, and is computed by adding to the aggregate market value
of the Portfolio Securities (as determined by the Trustee) next
computed after receipt of a purchase order, divided by the
number of Units outstanding, the sales charge shown in "Summary
of Essential Information". A proportionate share of amounts in
the Income and Principal Accounts or amounts receivable in
respect of stocks trading ex-dividend (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 purchase of Units is added to the Public Offering Price.
The sales charge will decline over the life of the Trust in the
manner described in "Summary of Essential Information -- Public
Offering Price". The Public Offering Price per Unit is
calculated to five decimal places and rounded up or down to
four decimal places. The Public Offering Price on any
particular date will vary from the Public Offering Price on
May 31, 1994 (set forth under "Summary of Essential
Information") in accordance with fluctuations in the aggregate
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 and
Agreement, the aggregate market value of the Securities is
determined on each business day by the Trustee based on closing
prices on the day the valuation is made or, if there are no
such reported prices, by taking into account the same factors
referred to under "Redemption -- Computation of Redemption
Price". Determinations are effective for transactions effected
subsequent to the last preceding determination.
Public Distribution
Unsold Units or Units acquired by the Sponsor in the
secondary market referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price
determined as provided above.
The Sponsor intends to qualify Units in states
selected by the Sponsor for sale by the Sponsor and through
dealers who are members of the National Association of
Securities Dealers, Inc. Sales to dealers will be made at the
full public offering price, subject to change from time to
time. The Sponsor reserves the right to reject, in whole or in
part, any order for the purchase of Units.
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Secondary Market
While not obligated to do so, it is the Sponsor's
present intention to maintain, at its expense, a secondary
market 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
Repurchase Price is computed by adding to the aggregate value
of the Securities in the Trust, any cash on hand in the Trust
including 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, 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
computation. There is no sales charge incurred when a Unit
Holder sells Units back to the Sponsor. 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. 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,
occasionally, from time to time, or permanently, discontinue
the repurchase 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 repurchase Units at the "Redemption Price". 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. The Sponsor may 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 such Units (such prices include a sales charge)
or the prices at which the Sponsor redeems such Units, as the
case may be.
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
one or more of any series of the Dean Witter Select Equity
Trust or for units of any additional Dean Witter Trusts, that
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may from time to time be made available for such exchange by
the Sponsor (the "Exchange Trusts"). Such Units may be
acquired at prices based on reduced sales charges per Unit.
The purpose of such reduced sales charge 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 savings result from reductions in time and expense related
to advice, financial planning and operational expense required
for the Exchange Option. The following Exchange Trusts are
currently available: series of the Dean Witter Select
Municipal Trust, the Dean Witter Select Government Trust, the
Dean Witter Select Equity Trust, the Dean Witter Select
Corporate Trust and the Dean Witter Select Investment Trust.
Each Exchange Trust has different investment
objectives; 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
Exchange 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 market 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 its
Units; thus there is no assurance that the Exchange Option will
be available to any Unit 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 available 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 further 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
permitted to make up any difference between the amount
representing the Units being submitted for exchange and the
amount representing the Units being acquired up to the next
highest number of whole Units.
An exchange of Units pursuant to the Exchange Option
will normally constitute a "taxable event" under the Code,
i.e., a Holder will recognize gain or loss at the time of the
exchange. However, an exchange of Units of this series of the
Dean Witter Select Equity Trust for units of any other similar
series of the Exchange Trusts will not constitute a taxable
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event to the extent that the units exchanged do not differ
materially either in kind or in extent. If a Unit Holder
exercises the Exchange Option before the 91st day after the
exchanged Units were acquired, the sales charge incurred in
acquiring the Units transferred in the exchange (up to the
amount of the reduction in the sales charge with respect to the
units received in the exchange) is not taken into account in
determining the amount of gain or loss on the exchange. The
sales charge amount so disregarded will increase the gain or
reduce the loss on the exchange, but will be treated as
incurred in acquiring the units received in the exchange. Unit
Holders are advised to consult their own tax advisors as to the
tax consequences of exchanging Units in their particular cases.
In particular, Unit Holders who exchange Units of this Trust
for units of any other Exchange Trust within 91 days of
acquisition of the Units should consult their tax advisor as to
the possible application of Section 852(f) of the Code to the
exchange.
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
Exchange Trusts. If units of the applicable outstanding series
of the Exchange Trust are at that time available for sale, the
Unit Holder may select the series or group of series for which
such Units are to be exchanged. The Unit Holder will be
provided with a current prospectus or prospectuses relating to
each series in which he indicates interest.
The exchange transaction will operate in a manner
essentially identical to any secondary market transaction,
i.e., Units will be repurchased at a price based upon the
aggregate evaluation per Unit of the Securities in the
Portfolio. 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 100 Units in
the case of a unit priced at about $10.00 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 significantly 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.
REINVESTMENT PROGRAM
Distributions, if any, are made to Unit Holders
quarterly. The Unit Holder has the option, however, of either
receiving his quarterly check from the Trustee or participating
in the reinvestment program offered by the Sponsor under which
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the distributions are invested in units of the Dean Witter U.S.
Government Money Market Trust. The Dean Witter U.S. Government
Money Market Trust is composed primarily of high-yielding
short-term government securities that are managed by the
InterCapital Division of the Sponsor. 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. For more information concerning this program,
including a copy of the prospectus, the Unit Holder should
contact an account executive of the Sponsor. A Unit Holder's
election to participate in the reinvestment program will apply
to all Units of this series of the Trust owned by such Unit
Holder. The Unit Holder should read the prospectus for the
reinvestment program carefully before deciding to participate.
Once a Reinvestment Election has been chosen by the Unit
Holder, such election will remain in effect until changed by
the Unit Holder.
Any Unit Holder may, by filing with the Trustee a
written notice of election at least ten days before the Record
Date for the first distribution to which it is to apply, elect
to have distributions of income and capital gain, if any,
reinvested in the Dean Witter U.S. Government Money Market
Trust. Elections may be modified or revoked upon similar
notice.
REDEMPTION
Right of Redemption
One or more Units represented by a Certificate may be
redeemed at the Redemption Price upon tender of such
Certificate to the Trustee at its corporate trust office in the
City of New York, properly endorsed or accompanied by a written
instrument 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 its Units
for redemption at any time after the settlement date for
purchase, whether or not it has received a definitive
Certificate. The Redemption Price per Unit is calculated as
set forth under "Computation of Redemption Price", herein.
There is no sales charge incurred when a Unit Holder tenders
its Units to the Trustee for redemption.
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
entitled to receive monies per Unit equal to the Redemption
Price per Unit as determined by the Trustee as of the
Evaluation Time on the date of tender.
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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 next Business Day following
such presentation.
Units will be redeemed by the Trustee solely in cash
for any one Unit Holder tendering less than 2,500 Units. With
respect to redemption requests regarding at least 2,500 Units,
the Sponsor may determine, in its discretion, to direct the
Trustee to redeem Units "in kind" by distributing Portfolio
Securities to the redeeming Unit Holder. The Sponsor may
direct the Trustee to redeem Units "in kind" even if it is then
maintaining a secondary market in Units of the Trust. Unit
Holders redeeming "in kind" will receive an amount and value of
Trust Securities per Unit equal to the Redemption Price Per
Unit as determined as of the Evaluation Time next following the
tender as set forth herein under "Computation of Redemption
Price", below. The distribution "in kind" for redemption of
Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the
tendering Unit Holder. The tendering Unit Holder will be
entitled to receive whole shares of each of the underlying
Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal
Accounts and cash from the Principal Account equal to the
fractional shares to which such tendering Unit Holder is
entitled. The Trustee, in connection with implementing the
redemption "in kind" procedures outlined above, may make any
adjustments necessary to reflect differences between the
Redemption Price of Units and the value of the Securities
distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover
the required cash distribution to the tendering Unit Holder,
the Trustee is empowered to sell Securities in the Trust
Portfolio in the manner discussed below. A Unit Holder
receiving redemption distributions of Securities "in kind" may
incur brokerage costs in converting Securities so received into
cash.
The portion of the Redemption Price which represents
the Unit Holder's interest in the Income Account shall be
withdrawn from the Income Account to the extent available. The
balance paid on any redemption, including dividends receivable
on stocks trading ex-dividend, if any, shall be drawn from the
Principal Account to the extent that funds are available for
such purpose. The Trustee is authorized by the Indenture and
Agreement to sell Securities in order to provide 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 the time when Securities would not otherwise be
sold and might result in lower prices than might otherwise be
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realized. The Redemption Price received by a tendering Unit
Holder may be more or less than the purchase price originally
paid by such Unit Holder, depending on the value of the
Securities in the Portfolio at the time of redemption.
Moreover, due to the minimum lot size in which Securities may
be required to be sold, the proceeds 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 on the Distribution Date.
Securities to be sold for purposes of redeeming Units
will be selected from a list supplied by the Sponsor. If not
so instructed by the Sponsor, the Trustee will select the
Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number
of shares of each Security in the Trust.
Computation of Redemption Price
The Trust Evaluation per Unit is determined as of the
Evaluation Time stated under "Summary of Essential
Information", above, and (a) semiannually, on the last Business
Day of each of the months of June and December, (b) on the day
on which any Unit of the Trust is tendered for redemption
(unless tender is made after the Evaluation Time on such day,
in which case Tender shall be deemed to have been made on the
next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day
desired by the Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as
determined by the Trustee;
b. Cash on hand in the Trust, including dividends
receivable on stocks trading ex-dividend, other than
money deposited to purchase Securities or money
credited to the Reserve Account; and
c. All other assets of the Trust;
(2) and then, by deducting from the resulting figure:
amounts representing any applicable taxes or governmental
charges payable by the Trust for the purpose of making an
addition to the reserve account (as defined in the Agreement,
the "Reserve Account"), amounts representing estimated accrued
fees and expenses 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;
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(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 Price
for each Unit.
The aggregate value of the Securities shall be
determined by the Trustee in good faith in the following
manner: If the Securities are listed on one or more national
securities exchanges, such valuation shall be based on the
closing price on such Exchange which is the principal market
thereof deemed to be the New York Stock Exchange if the
Securities are listed thereon (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 such exchange or there
is no closing price on such exchange, such valuation shall be
based on the closing price in the over-the-counter market
(unless the Trustee deems such price inappropriate as a basis
for valuation) or if there is no such closing price, by any of
the following methods which the Trustee deems appropriate: (i)
on the basis of current bid prices of such Securities as
obtained from investment dealers or brokers (including the
Depositor) who customarily deal in securities comparable to
those held by the Trust, or (ii) if bid prices are not
available for any of such Securities, on the basis of bid
prices for comparable securities, or (iii) by appraisal of the
value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (iv) by any
combination of the above.
Postponement of Redemption
The right of redemption may be suspended and payment
of the Redemption Price 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
exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) for such
other periods 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.
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RIGHTS OF UNIT HOLDERS
Unit Holders
A Unit Holder is deemed to be a beneficiary of the
Trust created by the Indenture and Agreement and vested with
all right, title and interest in the Trust created therein. A
Unit Holder may at any time tender its Certificate to the
Trustee for redemption.
Ownership of Units is evidenced by registered
Certificates 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
determined by the Trustee and approved by the Sponsor, and any
other tax or governmental charge imposed upon the transfer of
Certificates. The Trustee will replace any mutilated, lost,
stolen or destroyed Certificate upon proper identification,
satisfactory indemnity and payment of charges incurred. Any
mutilated Certificate must be presented to the Trustee before
any substitute Certificate will be issued.
Under the terms and conditions and at such times as
are permitted by the Trustee, Units may also be held in
uncertificated form. The rights of any holder of Units held in
uncertificated form shall be the same as those of any other
Unit Holder.
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
termination of the Trust (see: "Administration of the Trust --
Amendment" and "Administration of the Trust -- Termination",
herein). 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
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any third party for any action taken by the Trustee or Sponsor.
Unit Holders will be unable to dispose of any of the Securities
in the Portfolio, as such, and will not be able to vote the
Securities. The Trustee, as holder of the Securities, will
have the right to vote all of the voting Securities held in the
Trust, and will vote such Securities in accordance with the
instructions of the Sponsor, if given; otherwise the Trustee
shall vote as it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
Fees
The Sponsor's fee, earned for portfolio supervisory
services, is based upon the largest number of Units outstanding
during the quarterly computation period. The Sponsor's fee, as
set forth under "Summary of Essential Information", may exceed
the actual costs of providing portfolio supervisory services
for this Trust, but at no time will the total amount the
Sponsor 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, the Trustee receives the fee set forth under "Summary
of Essential Information". Certain regular expenses of the
Trust, including certain mailing and printing expenses, are
borne by the Trust.
The Sponsor's fee and the Trustee's fees accrue daily
but are payable only on or before each Distribution Date from
the Income Account, to the extent funds are available and
thereafter from the Principal 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 or, if no longer published, a similar
index. The Trustee, pursuant to normal banking procedures,
also receives benefits to the extent that it holds funds on
deposit in various non-interest bearing accounts created under
the Agreement.
Other Charges
The following additional charges are or may be
incurred by the Trust as more fully described in the Indenture
and Agreement: (a) fees of the Trustee for extraordinary
services, (b) expenses of the Trustee (including legal and
auditing expenses) 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
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and interests of the Unit Holders, (e) indemnification of the
Trustee for any loss, liability or expenses incurred by it in
the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or
reckless disregard of its obligations and duties, (f)
indemnification of the Sponsor for any losses, liabilities and
expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful
malfeasance or wilful misconduct or reckless disregard of its
obligations and duties, (g) expenditures incurred in contacting
Unit Holders upon termination of the Trust, (h) brokerage
commissions or charges incurred in connection with the purchase
or sale of Securities and (i) to the extent lawful, expenses
(including legal, auditing and printing expenses) of
maintaining registration or qualification of the Units and/or
the Trust under Federal or state securities laws so long as the
Sponsor is maintaining a market for the Units.
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
Securities are expected to be sufficient to pay the estimated
expenses of the Trust. If the balances in the Income and
Principal 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 Securities 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 lot size in which
Securities may be required to be sold, the proceeds of such
sales may exceed the amount necessary for the payment of such
fees and expenses.
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 770
Broadway, New York, New York 10003. 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
connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the
services of Depository Trust Company. These services would
include safekeeping of the Securities, computer book-entry
transfer and institutional delivery services. The Depository
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Trust Company is a limited purpose trust company organized
under the Banking Law of the State of New York, a member of the
Federal Reserve System and a clearing agency registered under
the Securities Exchange Act of 1934.
Distribution
Dividends payable to the Trust as a holder of record
of its Securities are credited by the Trustee to an Income
Account, as of the date on which the Trust is entitled to
receive such dividends. Other receipts such as return of
principal and gain and including amounts received upon the
sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the
Securities in the Portfolio, are credited to a Principal
Account. A distribution to a Unit Holder as of a Record Date
will be made on the following Distribution Date or shortly
thereafter and shall consist of such Holder's pro rata share of
the distributable cash balance of the Income Account and
Principal Account. Proceeds received from the disposition of
any of the Securities which are not used for redemption of
Units or for the purchase of substitute securities will be held
in the Principal Account to be distributed on the Distribution
Date following receipt of such proceeds. No distribution need
be made from the Principal Account if the balance therein is
less than $1.00 per 100 Units outstanding. A Reserve Account
may be created by the Trustee by withdrawing from the Income or
Principal Accounts, from time to time, such amounts as it deems
requisite to establish 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 are non-interest bearing to Unit Holders.
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,
merger, reorganization or a similar event which affects the
capital structure of the issuer 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.
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
Agreement. The Sponsor may direct the Trustee to dispose of
Securities upon failure of the issuer of a Security in the
Trust to declare or pay anticipated cash dividends, institution
of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future
declaration or payment of dividends, the occurrence of other
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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 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 authorized to instruct the Trustee to
reinvest the proceeds of the redemption or sale of any of the
Securities in substitute Securities. Moneys held in the Trust
to cover the purchase of Securities pursuant to contracts which
have failed, may be also reinvested in substitute Securities.
The substitute Securities must satisfy certain conditions
specified in the Indenture including, requirements that the
substitute securities shall be selected by the Sponsor from a
list of securities maintained by it, and updated from time to
time, and that the Securities shall have, in the opinion of the
Sponsor, characteristics sufficiently similar to the
characteristics of the other Securities in the Trust as to be
acceptable for acquisition by the Trust. The purchase price
thereof may not exceed the amount of funds reserved for the
purchase of Securities by the Trustee.
During the life of the Trust, the Sponsor, as part of
its administrative responsibilities, shall conduct reviews to
determine whether or not to recommend the disposition of
Securities. In addition, the Sponsor shall undertake to
perform such other reviews and procedures as it may deem
necessary in order for it to give the consents and directions,
including directions as to voting on the underlying Securities,
required by the Indenture and Agreement. For the
administrative services performed 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 "Summary of Essential Information".
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting
rights with respect to the Portfolio Securities will be
exercised by the Trustee in accordance with the directions
given by the Sponsor.
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Reports to Unit Holders
With each distribution, the Trustee will furnish to
Unit Holders a statement of the amount of income and other
receipts distributed, including the proceeds of the sale of the
Securities, expressed in each case as a dollar amount per Unit.
Within a reasonable period of time after the last
Business Day in each calendar year, but not later than
February 15, the Trustee will furnish to each person who at any
time during such calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Accounts:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(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 distributed from the Income Account;
(e) any other amount credited or deducted from the Income
Account; and
(f) 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) a list of the Securities as of the last Business Day
of such calendar year;
(b) the number of Units outstanding as of the last
Business Day of such calendar year;
(c) the Unit Value (as defined in the Agreement) based on
the last Evaluation made during such calendar year;
and
(d) the amounts actually distributed during such calendar
year from the Income and Principal Accounts,
separately stated, expressed both as total dollar
amounts and as dollar amounts per Unit outstanding on
the Record Dates for such distributions.
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Amendment
The Indenture and Agreement may be amended from time
to time by the Trustee and the Sponsor or their respective
successors, without the consent of any of the Unit Holders (a)
to cure any ambiguity or to correct or supplement any provision
contained therein which may be defective or inconsistent with
any other provision contained therein; (b) to change any
provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency
exercising similar authority; (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 to prevent the applicability of the 4% excise
tax imposed by Section 4982 of the Code; or (d) to make such
other provision in regard to matters or questions arising
thereunder as shall not adversely affect the interest of the
Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or
the performance of any of the provisions of this Indenture may
be waived) with the expressed written consent of Unit Holders
evidencing 51% of the Units at the time outstanding under the
Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the
rights of the Unit Holders; provided, further however, that the
Indenture and Agreement may not be amended (nor may any
provision thereof be waived) so as to (1) increase the number
of Units issuable in respect of the Trust above the aggregate
number specified in Part II of the Agreement or such lesser
amount as may be outstanding at any time during the term of the
Indenture, except as the result of the deposit of additional
Securities, as therein provided, or reduce the relative
interest in the Trust of any Unit Holder without his consent,
or (2) permit the deposit or acquisition thereunder of
securities or other property either in addition to or in
substitution for any of the Securities except in the manner
permitted by the Trust Indenture as in effect on the date of
the first deposit of Securities or permit the Trustee to engage
in business or investment activities not specifically
authorized in the Indenture and Agreement as originally
adopted.
Termination
The Indenture and Agreement provides that the Trust
will be liquidated during the Liquidation Period as set forth
under "Summary of Essential Information", herein, and
terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than
forty percent (40%) of the value of the Securities deposited in
the Trust on the Date of Deposit and thereafter, the Trustee
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will, if directed by the Sponsor in writing, terminate the
Trust. The Trust may also be terminated at any time by the
written consent of Unit Holders owning 51% or more of the Units
then outstanding. Unit Holders will receive their final
distributions (that is, their pro rata distributions realized
from the sale of Portfolio Securities plus any other Trust
assets, less Trust expenses) according to their Election
Instructions. The Election Instructions will provide for the
following distribution options: (1) cash distributions; or (2)
distributions "in kind" available only to any Unit Holder
owning at least 2,500 Units. Unit Holders who do not tender
properly completed Election Instructions to the Trustee will be
deemed to have elected a cash distribution.
Cash or "In Kind" Distributions. Unit Holders
holding less than 2,500 Units will receive distributions in
respect of their Units at termination solely in cash. Unit
Holders holding at least 2,500 Units may indicate to the
Trustee that they wish to receive termination distributions "in
kind", by returning to the Trustee properly completed Election
Instructions distributed by the Trustee to such Unit Holders of
record 45 days prior to the Termination Date. The Trustee will
duly honor such election instructions received on or before the
Mandatory Termination Date. Such Unit Holder will be entitled
to receive whole shares of each of the underlying Portfolio
Securities and cash from the Principal Account equal to the
fractional shares to which such tendering Unit Holder is
entitled. A Unit Holder receiving distributions of Securities
"in kind" may incur brokerage costs in converting Securities so
received into cash. The Trustee will transfer the Securities
to be delivered in kind to the account of, and for disposition
in accordance with the instructions of, the Unit Holder.
Method of Securities Disposal. The Trustee will
begin to sell the remaining Securities held in the Trust on the
next business day following the In-Kind Date. Since the Trust
is not managed, Securities in the Portfolio must be sold in
accordance with the Indenture, which provides for sales over a
period of days or on any one day during the Liquidation Period
set forth in the "Summary of Essential Information". Daily
proceeds of such sales will be deposited into the Trust, will
be held in a non-interest bearing account until distributed and
will be of benefit to the Trustee. The sales of Portfolio
Securities may tend to depress the market prices for such
Securities and thus reduce the proceeds available to Unit
Holders. The Sponsor believes that gradual liquidation of
Securities during the Liquidation Period may mitigate negative
market price consequences stemming from the trading of large
volumes of Securities over a short period of time. There can
be no assurance, however, that such procedures will effectively
mitigate any adverse price consequences of heavy volume trading
or that such procedures will produce a better price for Unit
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Holders than might have been obtained had all the Securities
been sold on one particular day during the Liquidation Period.
The Trustee will, after deduction of brokerage
charges and costs incurred in connection with the sale of
Securities, 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 cancellation
of its Certificate after due notice of such termination, such
Unit Holder's pro rata share in the Income and Principal
Accounts. The sale of Securities in the Trust upon termination
may result in a lower amount than might otherwise be realized
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.
RESIGNATION, REMOVAL AND LIABILITY
Regarding the Trustee
The Trustee shall be under no liability for any
action taken in good faith in reliance on prima facie properly
executed documents or for the disposition of monies or
Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by
reason of the disposition of any Securities by the Trustee.
However, the Trustee shall be liable for wilful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under the Indenture and 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 such
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 Indenture and Agreement also contains
other customary provisions limiting the liability of the
Trustee and providing for the indemnification of the Trustee
for any loss or claim accruing to it without gross negligence,
bad faith, wilful misconduct, wilful misfeasance 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 of resignation to all Unit
Holders 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
becomes bankrupt or its affairs are taken over by public
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authorities, or if the Trustee has materially failed to perform
its duties under the Indenture and Agreement and the interest
of the Unit Holders has been impaired as a result, the Sponsor
may remove the Trustee and appoint a successor 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 Trustee may apply to
a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a Trustee becomes
effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction
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
depreciation or loss incurred by reason of the disposition of
any Security. The Sponsor will, however, be liable for its own
wilful misfeasance, wilful 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
duties 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) terminate the Trust Indenture and Agreement
and the Trust and liquidate the Trust. The Trustee will
promptly notify Unit Holders of any such action.
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a
corporation organized under the laws of the State of Delaware
and is a principal operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-traded corporation. Dean
Witter is a financial services company that provides 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
-27-
<PAGE>
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
approximately 375 domestic and international offices with
approximately 7,500 account executives servicing individual and
institutional client accounts.
Trustee
The Trustee is United States Trust Company of
New York, with its principal place of business at 114 West 47th
Street, New York, New York 10036 and its corporate trust office
at 770 Broadway, New York, New York 10003. The Trustee is
organized under the laws of the State of New York, is a member
of the New York 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
The legality of the Units offered hereby has been
passed upon by Cahill Gordon & Reindel, a partnership including
a professional corporation, 80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.
AUDITORS
The Statement of Financial Condition and Schedule of
Portfolio Securities of this series of the Dean Witter Select
Equity Trust included in this Prospectus have been examined by
Deloitte & 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.
-28-
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Equity Trust Pacific
Northwest Portfolio Series 2 as of May 31, 1994, and the related statements
of operations and changes in net assets for the year ended May 31, 1994 and
for the period from June 24, 1992 (date of deposit) to May 31, 1993. 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 May 31,
1994 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with United States Trust Company of
New York, 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 Pacific Northwest Portfolio Series 2 as of May 31, 1994, and
the results of its operations and the changes in its net assets for the year
ended May 31, 1994 and for the period from June 24, 1992 (date of deposit)
to May 31, 1993, in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
August 8, 1994
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
May 31, 1994
TRUST PROPERTY
Investments in securities at market value (cost $2,116,221)
(Note (a) and Schedule of Portfolio Securities Notes (1)
and (2)) $2,201,360
Accrued dividend receivable 5,172
Cash 9,942
Total 2,216,474
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trustee's fees and expenses 507
Net Assets:
Balance applicable to 212,500 Units (Note (c)):
Capital, plus net unrealized market apprecia-
tion of $85,139 $2,201,360
Undistributed principal and net investment
income (Note (b)) 14,607
Net assets $2,215,967
Net asset value per Unit ($2,215,967 divided by 212,500 Units) $ 10.4281
See notes to financial statements
F-2
<PAGE>
STATEMENT OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
For the period from
June 24, 1992
For the year ended (date of deposit)
May 31, 1994 to May 31, 1993
Investment income -- dividends $ 65,834 $ 49,204
Less Expenses:
Trustee's fees and expenses 7,666 1,073
Sponsor's fees 555 292
Total expenses 8,221 1,365
Investment income -- net 57,613 47,839
Net (loss) gain on investments:
Realized gain on securities sold or
redeemed 7,832 138
Net unrealized market (depreciation)
appreciation (91,765) 176,904
Net (loss) gain on investments (83,933) 177,042
Net (decrease) increase in net assets
resulting from operations $(26,320) $224,881
See notes to financial statements
F-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
For the period from
June 24, 1992
For the year ended (date of deposit)
May 31, 1994 to May 31, 1993
Operations:
Investment income -- net $ 57,613 $ 47,839
Realized gain on securities sold
or redeemed 7,832 138
Net unrealized market (depreciation)
appreciation (91,765) 176,904
Net (decrease) increase in net
assets resulting from
operations (26,320) 224,881
Less Distribution to Unit Holders:
Investment income -- net (58,275) (29,212)
Total distributions (58,275) (29,212)
Less Capital Share Transactions:
Creation of 200,000 Units - 2,002,135
Redemption of 12,500 Units (133,193) -
Accrued dividend on redemption (637) -
Total capital share transactions (133,830) 2,002,135
Net (decrease) increase in net assets (218,425) 2,197,804
Net assets:
Beginning of period (Note (c)) 2,434,392 236,588
End of period (including undistributed
principal and net investment income
of $14,607 and $16,801, respectively) $2,215,967 $2,434,392
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
May 31, 1994
(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. 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 price on the New York Stock
Exchange, on the last day of trading during the period. The value
on the date of initial deposit (June 24, 1992) represents the cost
of investments to the Trust based on the closing sale price on the
New York Stock Exchange or the closing sale price on the over-the-
counter market. The cost of investments purchased subsequent to
the date of initial deposit is based on the closing sale price on
the New York Stock Exchange or the over-the-counter market 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
PACIFIC NORTHWEST PORTFOLIO SERIES 2
May 31, 1994
(b) DISTRIBUTIONS
Distributions of dividend income and principal, if any, received by the
Trust are made to Unit Holders on a quarterly 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 March, June, September and
December and Distribution Dates are the fifteenth day of such months
(or shortly thereafter). Upon termination of the Trust, the Trustee
will distribute to each Unit Holder his pro rata share of the Trust's
assets, less expenses. (See: "Administration of the Trust --
Termination" 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 May 31, 1994 follows:
Cost of 25,000 units at date of initial deposit $247,090
Less: Gross underwriting commissions (sales charge) (10,502)
Net cost to investors at initial deposit 236,588
Cost to investors of Units created during deposit period
(net of sales charge) 2,002,135
Cost of replacement securities 3,089
Cost of securities sold or redeemed (125,591)
Net unrealized market appreciation 85,139
Net amount applicable to investors $2,201,360
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the period
from
June 24, 1992
For the year ended (date of deposit)
May 31, 1994 to May 31, 1993
Net investment income
distributions during period $ .26314 $ .20102
Net asset value at end of
period $10.4281 $10.8195
Trust Units outstanding at
end of period 212,500 225,000
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
May 31, 1994
Market
Current Market Percentage Value of
Port- Number Annual Price Aggregate Shares to
folio of Dividend per Market Value Trust
No. Name of Issuer Shares Per Share Yield Share of Trust <F3><F5>
<C> <S> <C> <C> <C> <C> <C> <C>
1. Albertson's Inc. <F7> 3,400 $ .44 1.564% $28.1250 4.344% $ 95,625
2. Boeing Company (The) 1,700 1.00 2.156 46.3750 3.581 78,837
3. Burlington Resources, Inc. 1,700 .55 1.321 41.6250 3.214 70,763
4. Price/Costco (formerly Costco
Wholesale Corporation) <F6><F9> 2,550 - - 13.2500 1.535 33,787
5. Longview Fibre Company 5,950 .52 2.633 19.7500 5.338 117,512
6. Louisiana-Pacific Corporation <F7> 3,400 .50 1.476 33.8750 5.232 115,175
7. Mentor Graphics Corporation <F6> 9,350 - - 10.7500 4.566 100,513
8. Microsoft Corporation <F6><F7> 1,700 - - 53.7500 4.151 91,375
9. Montana Power Company 3,400 1.60 6.809 23.5000 3.630 79,900
10. Morrison Knudsen Corporation 4,675 .80 3.832 20.8750 4.433 97,590
11. Nike, Inc. 1,700 .80 1.356 59.0000 4.556 100,300
12. Nordstrom, Inc. <F6> 2,550 .40 .907 44.1250 5.111 112,519
13. Oregon Steel Mills, Inc. 3,400 .56 2.635 21.2500 3.282 72,250
14. Paccar, Inc. <F8> 1,955 1.00 2.020 49.5000 4.396 96,773
15. Pacificorp 3,400 1.08 6.128 17.6250 2.722 59,925
16. Puget Sound Power & Light Company 2,550 1.84 10.152 18.1250 2.100 46,219
17. SAFECO Corporation <F6> 1,700 1.80 3.265 55.1250 4.257 93,712
18. Sequent Computer Systems, Inc. 5,950 - - 14.0000 3.784 83,300
19. U.S. Bancorp (Portland, OR) <F6> 3,400 .88 3.157 27.8750 4.305 94,775
20. Washington Energy Company <F4><F6> 4,250 1.00 6.202 16.1250 3.113 68,531
21. Washington Federal Savings <F8> 4,114 .80 3.575 22.3750 4.182 92,051
22. Washington Mutual Savings
Bank <F6><F7> 5,100 .68 3.287 20.6880 4.793 105,509
23. Washington Water Company <F7> 5,100 1.24 7.873 15.7500 3.649 80,325
24. West One Bancorp <F7> 3,400 .72 2.268 31.7500 4.904 107,950
25. Weyerhaeuser Company 2,550 1.20 2.883 41.6250 4.822 106,144
88,944 100.000% $2,201,360
F-7
</TABLE>
<PAGE>
NOTES TO PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
PACIFIC NORTHWEST PORTFOLIO SERIES 2
May 31, 1994
[FN]
<F3> Valuation of Securities by the Trustee was made on the basis of the
closing price on the New York Stock Exchange or on the over-the-
counter market at May 31, 1994.
<F4> Dean Witter Reynolds Inc. was manager or co-manager of an offering
of Securities of this company within the past three years.
<F5> At May 31, 1994, the net unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $ 238,834
Gross unrealized market depreciation (153,695)
Net unrealized market appreciation $ 85,139
The aggregate cost of the Securities for Federal income tax
purposes was $2,116,221 at May 31, 1994.
<F6> Dean Witter Reynolds Inc. makes a market in this over-the-counter
Security.
<F7> A two for one stock split for Louisiana-Pacific Corporation was
declared May 4, 1993 for stockholders of record on May 18, 1993
received on June 8, 1993.
A two for one stock split for West One Bancorp was declared
July 16, 1993 for stockholders of record on July 23, 1993 received
on August 13, 1993.
A two for one stock split for Albertson's Inc. was declared
August 30, 1993 for stockholders of record on September 17, 1993
received on October 4, 1993.
A two for one stock split for Washington Water Power Co. was
declared July 30, 1993 for stockholders of record on October 25,
1993 received on November 9, 1993.
A three for two stock split for Washington Mutual Savings Bank was
declared July 20, 1993 for stockholders of record on July 30, 1993
received on August 13, 1993.
A two for one stock split for Microsoft Corporation was declared
April 25, 1994 for stockholders of record on May 6, 1994 received
on May 20, 1994.
<F8> A 15% stock dividend for Paccar Inc. was declared on December 14,
1993 for stockholders of record on January 10, 1994 received on
February 15, 1994.
A 10% stock dividend for Washington Federal Savings was declared on
January 20, 1994 for stockholders of record on February 1, 1994
received on February 18, 1994.
<F9> On October 25 1993, Costco Wholesale Corporation merged share for
share with Price Co.
F-8
<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 exhibit:
23. 1b. Consent of Independent Auditors.
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 3. to this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Pacific
Northwest Portfolio Series 2, 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. 2 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York and State of New York on the 26th day of August, 1994.
DEAN WITTER SELECT EQUITY TRUST,
PACIFIC NORTHWEST PORTFOLIO SERIES 2
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Michael D. Browne
Michael D. Browne
Authorized Signatory
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 2 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
majority of the Depositor's Board of Directors in The City of
New York and State of New York on this 26th day of August,
1994.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer<F32> )
Thomas C. Schneider Executive Vice )
President and
Chief Financial )
Officer<F32> ) By:
Michael D. Browne
Michael D. Browne
Attorney-in-fact<F32>
_________________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-32860.
<PAGE>
Name Office
Richard M. DeMartini Director<F32>
Nancy S. Donovan Director<F32>
Charles A. Fiumefreddo Director<F32>
James F. Higgins Director<F32>
Stephen R. Miller Director<F32>
Richard F. Powers Director<F32>
Philip J. Purcell Director<F32>
Thomas C. Schneider Director<F32>
William B. Smith Director<F32>
Robert E. Wood, II Director<F32>
_________________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-32860.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1b. Consent of Deloitte & Touche LLP
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated August 8, 1994, accompanying the
financial statements of the Dean Witter Select Equity Trust Pacific
Northwest Portfolio Series 2 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
August 26, 1994
New York, New York
