<PAGE>
Telecommunications Portfolio Series 1
File No. 33-49737
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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
TELECOMMUNICATIONS PORTFOLIO SERIES 1
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 August 26, 1994, the Registrant filed
the Rule 24f-2 Notice for its most recent fiscal
year.
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
TELECOMMUNICATIONS PORTFOLIO SERIES 1
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
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
a. Type of Securities Rights of Unit Holders-
(Registered or Bearer) Unit Holders
b. Type of Securities Administration of the
(Cumulative or Trust-Distribution
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, Units-Secondary Market;
partial redemption and Exchange Option;
similar matters 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. Composition of Assets Administration of the
of Trust Trust-Reports to Unit
Holders; -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
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
4. Identity of Depositor Miscellaneous-
and Trustee Sponsor; -Trustee
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; -Special
Considerations;
-Objectives and
Securities Selection
12. Type of securities comprising <F30>
periodic payment certificates
13. a. Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering of Units-Public
Offering Price; -Profit
of Sponsor; -Volume
Discount; Exchange
Option; Expenses and
Charges
b. Certain information <F30>
regarding periodic payment
certificates
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
c. Certain percentages Summary of Essential
Information; Public
Offering of Units-Public
Offering Price;-Profit of
Sponsor;-Volume Discount;
Exchange Option
d. Price differentials Public Offering of Units-
Public Offering Price
e. Certain other loads, Rights of Unit Holders-
fees, expenses, etc. Unit Holders
payable by holders
f. Certain profits receivable Public Offering of Units-
by depositor, principal Profit of Sponsor
underwriters, trustee or
affiliated persons
g. Ratio of annual charges <F30>
to income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders-Unit Holders
15. Receipt and handling of Public Offering of Units-
payments from purchasers Profit of Sponsor
16. Acquisition and disposition Introduction;
of underlying securities Administration of the
Trust-Amendment;
-Termination; The
Trust-Summary Description
of the Portfolio;
-Objectives and
Securities Selection
17. Withdrawal or redemption Redemption; Public
Offering of
Units-Secondary Market;
Exchange Option; Rights
of Unit Holders
18. a. Receipt and disposition Administration of the
of income Trust; Reinvestment
Program
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Reinvestment of Reinvestment Program
distributions
c. Reserves or special fund Administration of the
Trust-Distribution
d. Schedule of distribution <F30>
19. Records, accounts and report Administration of the
Trust-Records and
Accounts; -Reports to
Unit Holders
20. Certain miscellaneous Administration of the
provisions of the trust Trust-Amendment;
agreement -Termination;
Resignation, Removal and
Liability-Regarding the
Trustee;-Regarding the
Sponsor
21. Loans to security holders <F30>
22. Limitations on liability of Resignation, Removal and
depositor, trustee, custodian Liability
etc.
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 Expenses and
Charges-Fees; Public
Offering of Units-Profit
of Sponsor
27. Business of Depositor Miscellaneous-Sponsor;
and Included in Form
N-8B-2
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
28. Certain information as to Included in Form N-8B-2
officials and affiliated
persons of Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor <F30>
31. Compensation of Officers and <F30>
Directors of Depositor
32. Compensation of Directors of <F30>
Depositor
33. Compensation of employees of <F30>
Depositor
34. Remuneration of other <F30>
persons for certain services
rendered to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's Public Offering of Units-
securities by states Public Distribution
36. Suspension of sales of <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
___________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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-
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 Expenses and Charges
50. Trustee's lien Expenses and Charges
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
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
g. Method of determining <F30>
premiums
h. Amount of aggregate <F30>
premiums paid
i. Persons receiving any part <F30>
of premiums
j. Other material provisions <F30>
of the Trust relating to
insurance
VII. Policy of Registrant
52. a. Method of selecting and Introduction; The Trust-
eliminating securities Objectives and Securities
from the Trust Selection; -Summary
Description of the
Portfolio; Administration
of the Trust-Portfolio
Supervision
b. Elimination of securities <F30>
from the Trust
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
c. Substitution and elimination Introduction; The Trust-
of Securities from the Objectives and Securities
Trust Selection; -Summary
Description of the
Portfolio; Administration
of the Trust-Portfolio
Supervision
d. Description of any <F30>
fundamental policy of the
Trust
53. a) Taxable status of the Tax Status of the Trust
Trust
b) Qualification of the <F30>
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
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
LOGO
DEAN WITTER SELECT EQUITY TRUST
Telecommunications Portfolio Series 1
(A Unit Investment Trust)
________________________________________________________________________
This Trust was formed July 22, 1993 for the purpose of
providing capital appreciation and current income through
investment for approximately seven years from that date in a
fixed portfolio consisting primarily of publicly traded common
stocks and American Depositary Receipts ("ADRs") issued by or
representing shares of domestic and international companies
engaged in a broad range of communications services and
activities. 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 October 14, 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
TELECOMMUNICATIONS PORTFOLIO SERIES 1
TABLE OF CONTENTS
Page
Table of Contents................................................. A-1
Summary of Essential Information.................................. A-3
Introduction...................................................... 1
The Trust......................................................... 3
Special Considerations...................................... 3
Summary Description of the Portfolio........................ 3
Objective and Securities Selection.......................... 9
Distributions............................................... 10
Tax Status of the Trust........................................... 10
Public Offering of Units.......................................... 15
Public Offering Price....................................... 15
Public Distribution......................................... 16
Secondary Market............................................ 17
Profit of Sponsor........................................... 17
Volume Discount............................................. 18
Exchange Option................................................... 19
Reinvestment Program.............................................. 21
Redemption........................................................ 22
Right of Redemption......................................... 22
Computation of Redemption Price............................. 24
Postponement of Redemption.................................. 25
Rights of Unit Holders............................................ 26
Unit Holders................................................ 26
Certain Limitations......................................... 26
Expenses and Charges.............................................. 27
Fees........................................................ 27
Other Charges............................................... 27
Administration of the Trust....................................... 28
Records and Accounts........................................ 28
Distribution................................................ 29
Portfolio Supervision....................................... 29
Voting of the Portfolio Securities.......................... 31
Reports to Unit Holders..................................... 31
Amendment................................................... 32
Termination................................................. 33
A-1
<PAGE>
Page
Resignation, Removal and Liability................................ 34
Regarding the Trustee....................................... 34
Regarding the Sponsor....................................... 35
Miscellaneous..................................................... 36
Sponsor..................................................... 36
Trustee..................................................... 36
Legal Opinions.............................................. 36
Auditors.......................................................... 36
Independent Auditor's Report...................................... F-1
Sponsor:
Dean Witter Reynolds Inc.
2 World Trade Center
New York, New York 10048
Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
1-800-545-7255
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
TELECOMMUNICATIONS PORTFOLIO SERIES 1
As of June 30, 1994
<S> <C>
Number of Units 236,249,990<F4>
Fractional Undivided Interest in the Trust Represented by Each Unit 1/236,249,990th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust $227,613,747.00
Divided by 236,249,990 Units (times 1,000) $ 963.44
Plus Sales Charge of 4.25% of Public Offering Price<F1> (4.439% of net amount invested
in Securities) 42.77
Public Offering Price per 1,000 Units 1,006.21
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income 6.19
Total $ 1,012.40
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based
on the value of the underlying Securities, $42.77 less than the Public Offering Price
per 1,000 Units plus undistributed principal and net investment income $ 969.43
Evaluation Time Close of trading on the New York Stock Exchange
(currently 4:00 PM New York time).
Record Dates Quarterly: March 1, June 1, September 1 and
December 1 of each year.
Distribution Dates Quarterly: 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 1,000 Units outstanding.
In-kind Distribution Date July 18, 2000
Liquidation Period Not to exceed 10 business days after the In-Kind
Distribution Date.<F3>
Mandatory Termination Date August 1, 2000
Discretionary Liquidation Amount The Indenture may be terminated by the Sponsor if
the value of the Trust at any time is less than 40%
of the market value of the Securities deposited in
the Trust.<F3>
Trustee's Fee<F2> $1.00 per 1,000 Units.
Sponsor's Annual Portfolio Supervision Fee<F2> Maximum of $.25 per 1,000 Units.
<FN>
<F1> Volume purchasers of Units are entitled to a reduced sales charge. See: "Public Offering of
Units - Volume Discount" in this Prospectus.
<F2> 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.
<F3> The final distribution will be made within 5 business days following the receipt of proceeds from
the sale of all Portfolio Securities. (See "Administration of the Trust - Termination" in this
Prospectus).
<F4> The number of Units will be increased as the Sponsor deposits additional Securities into the
Trust. (See "Introduction" in this Prospectus.)
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust,
Telecommunications Portfolio Series 1 (the "Trust") is a unit
investment trust composed of publicly traded common stocks and
American Depositary Receipts ("ADRs") or contracts to purchase
such stocks or ADRs (the "Securities"). The objectives of the
Trust are to provide capital appreciation potential and current
income through an investment for approximately seven years from
the initial date of deposit in a fixed portfolio consisting of
43 publicly traded common stocks issued by domestic companies
and ADRs representing securities issued by foreign companies
engaged in a broad range of communications services and
activities. 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 both domestic and international
economic and political conditions. Therefore, there is no
guarantee that the objectives of the Trust will be achieved.
After the initial Date of Deposit, the Sponsor may, under the
Indenture and Agreement (as hereinafter defined), deposit
additional Securities which may result in a corresponding
increase in the number of Units outstanding.
TERMINATION -- The Trust will terminate approximately
seven 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 August 1, 2000 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 the 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
A-4
<PAGE>
time and to provide an average market price for the Securities,
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 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 its 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 to (i) 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 4.439% of
such evaluation per Unit (the net amount invested); this
results in a sales charge of 4.25% of the Public Offering
Price. The sales charge of 4.25% will decline over the life of
the Trust in the manner described below. On July 23, 1997, the
sales charge will decline to 3.00% (3.093% of the net amount
invested); on July 23, 1998, it will decline to 2.50% (2.564%
of the net amount invested); and on July 23, 1999 it will
decline to 1.50% (1.533% of the net amount invested). The
sales charge is reduced on a graduated scale for sales
involving at least $25,000. (See: "Public Offering of Units
- -- Volume Discount".)
A-5
<PAGE>
MARKET FOR UNITS -- The Sponsor, though not obligated
to do so, intends to maintain a market for the Units. If such
market is not maintained, a Unit Holder will be able to dispose
of its Units through redemption at prices based on the
aggregate market value of the underlying Securities. (See:
"Redemption".) Market conditions may cause such prices to be
greater or less than the amount paid for Units.
SPECIAL CONSIDERATIONS -- An investment in Units of
the Trust should be made with an understanding of the risks
inherent in an investment in common stocks and ADRs, including
risks associated with the limited rights of holders of equity
securities to receive payments from issuers; such rights are
inferior to those of creditors and holders of debt obligations.
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. 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.
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 affecting the issuers of the
Securities.
In addition, an investment in the Trust involves
investment risks which differ from those associated with an
investment in a portfolio consisting entirely of domestic
issuers, including potential political and economic instability
of certain countries, risks of expropriation or
nationalization, withholding taxes and exchange controls or
similar restrictions which may adversely affect the payment or
receipt of payment of dividends on the stocks underlying the
ADRs. In addition, it may be more difficult to obtain and
enforce a judgment against a foreign issuer. (See: "Summary
Description of the Portfolio".)
SPECIAL CHARACTERISTICS OF THE TRUST
Securities Selection. The Securities included in
this series of the Dean Witter Select Equity Trust were chosen
by the Sponsor's Unit Trust Research Department after
analyzing, among other factors, each company's economic and
business fundamentals, historical operations and performance,
growth potential, market share and competitive industry
position. Generally, companies whose securities are included
in this Portfolio are companies that are involved in the major
sectors of the telecommunications industry; Regional Bell
A-6
<PAGE>
Holding Companies, independent telephone companies,
international telecommunications companies, long distance
carriers, telecommunications equipment makers and cellular
telecommunications companies. In addition, cable and
television companies, as well as computer and other
communications companies engaged in telecommunications
activities, were considered.
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 through Dean Witter's
evaluation of the attractiveness of the Securities may have
changed subsequent to the Date of Deposit.
Portfolio Characteristics. The Portfolio of the
Trust consists of 43 issues of Securities, 32 of which are
common stocks and 11 of which are ADRs (all of the ADRs are
sponsored ADRs). The Trust contains the following categories
of Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
Category of Issuer (as of September 15, 1994)
Telecommunication equipment......... 5.91%
Telecommunication service........... 89.70%
Computer, Microprocessor
Manufacturer...................... 1.51%
Media/Entertainment................. 2.84%
ADRs................................ 25.50%
On September 15, 1994, the aggregate market value of
the Securities in the Trust was $242,936,849.94.
UNDERWRITING -- None of the Securities in the Trust
were 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-7
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
_________________________
INTRODUCTION
This series of the Dean Witter Select Equity Trust
(the "Trust") was created on July 22, 1993 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 The Bank 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 objectives of the Trust are capital
appreciation and current income through an investment for
approximately seven years from the initial Date of Deposit in a
portfolio consisting of publicly traded common stocks and ADRs
of companies engaged in a broad range of communications
services and activities. There is, of course, no assurance
that these objectives will be met.
On the date of creation of the Trust (the "Date of
Deposit"), the Sponsor deposited with the Trustee certain
securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the
purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as
determined by the Trustee as of the Date of Deposit. (See:
"Schedule of Portfolio Securities", herein.) 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
Additional Units, as defined below, 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,
___________________
<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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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.
With the deposit of the Securities in the Trust on
the Date of Deposit, the Sponsor established a proportionate
relationship between the number of shares of each Security in
the Portfolio of the Trust (the "Portfolio"). The Sponsor is
permitted under the Indenture and Agreement to deposit
additional Securities during the life of the Trust, resulting
in an increase in the number of Units outstanding (the
"Additional Units"). Such Additional Units may be continuously
offered for sale to the public by means of this Prospectus.
Any additional Securities deposited in the Trust in connection
with the sale of these Additional Units will maintain, to the
extent practicable, the proportionate relationship between the
number of shares of each Security in the Portfolio on the day
of deposit of such additional Securities and any cash not held
for distribution to Unit Holders prior to the deposit. The
original proportionate relationships are subject to adjustment
under certain limited circumstances. (See: "Administration of
the Trust -- Portfolio Supervision", herein.) Each Additional
Unit issued after a permitted change in the shares held in the
Trust will represent the same number and type of shares that
were represented by a Unit immediately prior to the issuance of
the Additional Unit. The number and identity of shares in the
Trust will be adjusted to reflect the disposition of Securities
and/or the receipt of a stock dividend, a stock split or other
distribution with respect to shares or the reinvestment of the
proceeds of certain dispositions of Securities. It may not be
possible to maintain the original proportionate relationship
among the Securities on the initial date of deposit, due to,
among other reasons, inability to purchase Securities,
unavailability of Securities and/or restrictions on the
purchase of shares. If a Security is unavailable for purchase
and deposit in the Trust, additional shares of other Securities
then in the Portfolio of the Trust may be deposited to create
Additional Units. The Sponsor may deposit cash with the
Trustee with instructions to the Trustee to purchase such
unavailable Securities when available. The Sponsor may acquire
large volumes of additional Securities for deposit into the
Trust over a short period of time. Such acquisitions may tend
to raise the market prices of these Securities. The Sponsor
cannot currently predict the actual market impact of the
Sponsor's purchases of additional Securities, because the
actual volume of Securities to be purchased and the supply and
price of such Securities is not known. The additional
Securities so received will, however, have a tax cost basis to
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the Trust equal to their values on the date of transfer to the
Trust. Such tax cost basis will likely differ from the tax
cost basis of Securities transferred to the Trust at other
times such as the Date of Deposit. The amount of gain or loss
realized on sale of a particular Security by the Trust depends
upon the tax cost basis of the particular Security sold.
Hence, the amount of capital gain or loss realized by the Trust
and passed through to Unit Holders will not be the same as the
capital gain or loss which would have been realized by a
particular Unit Holder if such Unit Holder had purchased and
sold the Securities involved without the intervention of the
Trust.
On June 30, 1994, each Unit represented the
fractional undivided interest in the Securities and net income
of the Trust 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. However,
if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by
amounts allocable to such Additional Units and the fractional
undivided interest in the balance will be decreased. In both
cases, the 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 and ADRs 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", herein, 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".)
Summary Description of the Portfolio
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
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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 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 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 equity securities, including risks
arising from the fact that holders of common and preferred
stocks have rights to receive payments from the issuers of
those stocks that are generally inferior to those of creditors
of, or holders of debt 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.
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
stock) which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its preferred
and/or common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or
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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),
preferred stocks typically have only a liquidation preference
which may have stated optional or mandatory redemption
provisions while 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 Securities, including
the Sponsor's buying of additional 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 the Date of Deposit. 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.
Payment and Life of the Preferred Stocks in the
Trust. Because certain of the preferred stocks included in the
Portfolio from time to time may be redeemed or may be sold
under certain circumstances described herein, no assurance can
be given that the Trust will retain for any length of time its
present size, composition and return. (See: "Redemption" and
"Administration of the Trust -- Portfolio Supervision".) Many
of these preferred stocks may be subject to redemption prior to
their stated final redemption date pursuant to optional
refunding or sinking fund redemption provisions or otherwise.
In general, optional refunding redemption provisions are more
likely to be exercised when the value of a preferred stock is
at a premium over par or stated value than when it is at a
discount from par or stated value. Generally, the value of a
preferred stock will be at a premium over par or stated value
when market interest rates fall below the rate of return on the
stocks. Certain preferred stocks in the Portfolio may be
subject to redemption pursuant to sinking fund provisions early
in the life of the Trust. These provisions are designed to
redeem a significant portion of an issue gradually over the
life of the issue; obligations to be redeemed are generally
chosen by lot or redeemed proportionately. The Indenture
authorizes, but does not require, the Sponsor, as part of its
administrative function, to instruct the Trustee to reinvest
amounts realized from the redemption of any preferred stock in
substitute Securities (see: "Administration of the Trust --
Portfolio Supervision").
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ADRs. The Portfolio of the Trust contains 11 ADRs.
An ADR is a negotiable certificate that enables an investor to
buy, sell or hold foreign securities without taking physical
possession of the stocks. Issued by a U.S. bank referred to as
the depositary, ADRs represent an ownership interest in a
specified number of equity securities of a non-U.S. company
that have been deposited with a depositary. Some ADRs
represent a single foreign share or a fraction of a share while
others represent multiple shares.
ADRs may be sponsored or unsponsored. In an
unsponsored facility, the depositary initiates and arranges the
facility at the request of market makers and acts as agent for
the ADR holder, while the company itself is not involved in the
transaction. In a sponsored facility, the issuing company
initiates the facility and agrees to pay certain administrative
and shareholder-related expenses. Sponsored facilities use a
single depositary and entail a contractual relationship between
the issuer, the shareholder and the depositary; unsponsored
facilities involve several depositaries with no contractual
relationship to the company. A higher degree of risk is
involved in owning unsponsored ADRs because the financial
reporting obligations and dividend collection and securities
clearing functions are not clearly defined. Sponsored ADRs are
normally listed on the U.S. exchanges or traded
over-the-counter, which makes them subject to rules and
regulations of the Securities and Exchange Commission and/or
the National Association of Securities Dealers. ADRs that are
unsponsored are generally not listed on a national securities
exchange.
Certain Risks Affecting Securities of Foreign
Issuers. Since the Portfolio of the Trust includes 11 ADRs, an
investment in the Trust involves investment risks that are
different in some respects from an investment in a trust that
invests entirely in securities of domestic issuers. Those
investment risks include the potential political and economic
instability of certain countries, risks of expropriation or
nationalization, withholding taxes, exchange controls or other
restrictions which might adversely affect the payment or
receipt of payment of dividends on the foreign stocks
underlying the Securities, and the effect on security prices of
fluctuations in exchange rates. In addition, it may be more
difficult to obtain and enforce a judgment against a foreign
issuer.
The Securities of foreign issuers are traded in ADR
form in the United States. ADRs do not eliminate all the risk
inherent in investing in the securities of foreign issuers.
However, by investing in ADRs rather than directly in a foreign
issuer's stock, the Trust can avoid the currency risks which
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might occur during the settlement period for either purchases
or sales.
While the prices of ADRs are quoted in U.S. dollars
and they trade and distribute dividends in U.S. dollars,
currency fluctuations have an indirect impact (which may be
either positive or negative) on the value of the ADRs and the
overall investment results. Because the ADRs which represent a
fixed number of underlying foreign shares are quoted in U.S.
dollars and for other reasons, they may perform better or worse
than the underlying foreign shares in the home market.
Foreign stocks underlying the Securities in the
Portfolio have been issued by companies which pay distributions
in foreign currencies. Most foreign currencies have fluctuated
widely in value against the United States dollar for many
reasons, including supply and demand of the respective
currency, monetary policies, the soundness of the world economy
and the strength of a particular foreign economy as compared to
the economies of the United States and other countries.
Therefore, even though the foreign issuer's distribution
remains constant in foreign currency, the United States dollar
value of the distribution will vary with fluctuations in the
United States dollar foreign exchange rate for the relevant
currency.
On the basis of the best information available to the
Sponsor at the present time none of the foreign stocks
underlying the Securities is subject to exchange control
restrictions under existing law which would materially
interfere with payment to the Trust of distributions on the
Securities, either because the particular jurisdictions have
not adopted any currency regulations of this type or because
the issues qualify for an exemption. However, there can be no
assurance that exchange control regulations might not be
adopted in the future which might adversely affect payments to
the Trust.
The Portfolio of the Trust will be composed of
securities issued by domestic and international companies
engaged in a broad range of communication services and
activities. Generally, companies whose Securities may be
included in the Portfolio of the Trust are involved in the
major sectors of the telecommunications industry: Regional
Bell Holding Companies, independent telephone companies,
international telephone companies, international
telecommunications companies, long distance carriers,
telecommunications equipment makers and cellular
telecommunications companies. Also, Securities of cable and
television companies, as well as computer and other
communications companies engaged in telecommunications
activities may be included in the Portfolio of the Trust.
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Certain Risks Affecting Securities of
Telecommunications Issuers. The Trust's assets are
concentrated in Securities of issuers in the telecommunications
and communications industries and, as a result, the value of
the Units of the Trust will be susceptible to factors affecting
such industries. The telecommunications and communications
industries are subject to governmental regulation and the
products and services of companies in such industries may be
subject to rapid obsolescence. These factors could affect the
value of the Units. Telephone companies in the United States,
for example, are subject to both state and federal regulations
affecting permitted rates of returns and the kinds of services
that may be offered. In addition, federal communications laws
regarding the cable television industry have recently been
amended to eliminate government regulation of cable television
rates where competition is present and allow rates to be
dictated by market conditions. In the absence of competition,
however, rates shall be regulated by federal and state
governments to protect the interest of subscribers. Certain
types of companies represented in the Portfolio are engaged in
fierce competition for a share of the market of their products.
As a result, competitive pressures are intense and such
companies' securities are subject to rapid price volatility.
While the Portfolio of the Trust will concentrate on the
securities of established suppliers of traditional
telecommunications and communication products and services, the
Trust may invest in smaller telecommunications and
communications companies which may benefit from the development
of new products and services. These smaller companies may
present greater opportunities for capital appreciation, and may
also involve greater risk than large, established issuers.
Such smaller companies may have limited product lines, market
or financial resources, and their securities may trade less
frequently and in more limited volume than the securities of
larger, more established companies. As a result, the prices of
the securities of such smaller companies may fluctuate to a
greater degree than the prices of securities of other issuers.
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.
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Objective and Securities Selection
The objectives of the Trust are to provide capital
appreciation potential and current income during the seven
years after the Date of Deposit through an investment in a
fixed diversified portfolio of Securities chosen in the manner
described in the "Summary of Essential Information", herein.
There is, of course, no guarantee that the Trust's objectives
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 additional
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. However, should any contract
deposited hereunder fail and no substitute Security be acquired
pursuant to the provisions of the Indenture and Agreement, the
Sponsor shall cause to be refunded the sales charge relating to
such Security, plus the pro rata portion of the cost to the
Sponsor of the failed contract listed under "Schedule of
Portfolio Securities". (See: "Administration of the Trust --
Portfolio Supervision".)
Because certain Securities from time to time may be
sold or their percentage reduced under certain circumstances
described herein, and because additional Securities may be
deposited into the Trust from time to time, 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", herein).
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
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.
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Distributions
Record Dates and the 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 Securities, including capital gains,
not used for the redemption of Units (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 intends to qualify as and elect to be 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 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
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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 1994 and each
calendar year thereafter, 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 the undistributed income if
income tax is not imposed on such income in the hands of 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 a 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 extent that the proceeds of sales or other dispositions
are not reinvested or used to redeem Units) of underlying
Securities in the Trust. (See: "Sponsor -- Responsibility".)
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
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and/or Principal Accounts and (unless applied for the purchase
of securities pursuant to the Indenture and Agreement)
distributed to Unit Holders in the manner provided in the
Indenture and Agreement. 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
gains distributions) will be taxable as ordinary income to such
Unit Holders to the extent paid from interest, dividends and
net short-term capital gain 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 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 its Units and, to the
extent that they exceed its basis, will generally be taxed as a
capital gain.
Income received by the Trust may be subject to
withholding and other taxes imposed by foreign jurisdictions.
In some instances, these taxes are limited by treaty between
the United States and the relevant foreign jurisdiction.
Treaty benefits may be available to the Trust to the same
extent as they would be to individual U.S. shareholders.
However, in some situations the Trust will be eligible for such
benefits only if it can establish that a minimum specified
percentage of the capital of the Trust is owned directly or
indirectly by individual residents or citizens of the United
States.
It is anticipated that part of the distributions of
the Trust will be taxable as ordinary income to Unit Holders
and that, under present law, distributions attributable to
dividends from domestic corporations 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. Distributions attributable to
dividends on ADRs will not qualify for the 70%
dividends-received deduction.
Under existing law, only that amount of the Trust's
dividend distributions (exclusive of capital gain dividends)
that are designated as dividends by the Trust and which do not
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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
are received from domestic corporations and would qualify for
the 70% dividends-received deduction if such deduction were
available to regulated investment companies.
Individual investors should note that the Code places
a floor of 2% of adjusted gross income on miscellaneous
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 those of 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 its Units) exceed or are less than
the Unit Holder's tax cost basis of its Units which are
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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 gains regardless of the length of time the Units have
been held by a Unit Holder. A redemption of Units will be a
taxable event for a Unit Holder and, depending on the
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 Trust expects to purchase and sell ADRs by paying
and receiving U.S. dollars. Dividends received by the Trust
will also be received in U.S. dollars which are expected to
have been converted from local currency into U.S. dollars on
the same day as received by the ADR custodian. Consequently,
the Trust does not expect to realize foreign currency exchange
rate gains or losses.
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.
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Federal withholding taxes at a 30% rate or a lesser
rate established by treaty will generally apply to
distributions (other than distributions designated by the Trust
as capital gain dividends) made to Unit Holders that are
nonresident aliens or foreign partnerships, trusts or
corporations unless the distributions constitute income
effectively connected with the conduct of a trade or business
within the United States by the distributee.
The value of Units held by an individual non-resident
alien, even though he is a non-resident at his death, will be
includible in his gross estate for U.S. federal estate tax
purposes.
Investors are advised to consult their own tax
advisers 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.
Units of the Trust may be suited for purchase by
Individual Retirement Accounts and pension plans, profit
sharing and other qualified retirement plans. Investors
considering participation in any such plan should consult their
attorneys or other tax advisors with respect to the
establishment and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of the Units is 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". After the initial Date of Deposit,
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. In the event a stock is
trading ex-dividend at the time of deposit of additional
Securities, an amount not to exceed the dividend that would be
received if such stock were to receive a dividend will be 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
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Offering Price on June 30, 1994 (set forth in the "Summary of
Essential Information", herein) 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.
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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
Units issued on the Date of Deposit and Additional
Units issued in respect of additional deposits of Securities
will be distributed to the public by the Sponsor and through
dealers at the Public Offering Price determined as provided
above. 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. In addition, sales of Units may be
made pursuant to distribution arrangements with certain banks
and/or other entities subject to regulation by the Office of
the Comptroller of the Currency (including NationsSecurities, a
partnership created pursuant to a joint venture between
NationsBank of North Carolina, N.A. and an affiliate of the
Sponsor) which are acting as agents for their customers. These
banks and/or entities are making Units of the Trust available
to their customers on an agency basis. A portion of the sales
charge paid by these customers is retained by or remitted to
such banks or entities in an amount equal to the fee
customarily received by an agent for acting in such capacity in
connection with the purchase of Units. The Glass-Steagall Act
prohibits banks from underwriting certain securities, including
Units of the Trust; however, this Act does permit certain
agency transactions, and banking regulators have not indicated
that these particular agency transactions are impermissible
under this Act. In Texas, as well as certain other states, any
bank making Units available must be registered as a
broker-dealer in that State. 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 have also realized
a profit (or sustained a loss) on the deposit of the Securities
in the Trust representing the difference between the cost of
the Securities to the Sponsor and the cost of the Securities to
the Trust (for a description of such profit (or loss) and the
amount of such difference on June 30, 1994, see: "Schedule of
Portfolio Securities", herein). The Sponsor may realize a
similar profit (or loss) in connection with each additional
deposit of Securities. In addition, the Sponsor may have acted
as broker in transactions relating to the purchase of
Securities for deposit in the Trust. During the initial public
offering period the Sponsor may realize additional profit (or
sustain a loss) due to daily fluctuations in the prices of the
Securities in the Trust and thus in the Public Offering Price
of Units received by the Sponsor. Cash, if any, received by
the Sponsor from the Unit Holders prior to the settlement date
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for purchase of Units or prior to the payment for Securities
upon their delivery may be used in the Sponsor's business and
may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain
losses) while maintaining a secondary market in the Units, in
the amount of any difference between the prices at which the
Sponsor buys Units and the prices at which the Sponsor resells
such Units (such prices include a sales charge) or the prices
at which the Sponsor redeems such Units, as the case may be.
Volume Discount
Although under no obligation to do so, the Sponsor
intends to permit volume purchasers of Units to purchase Units
at a reduced sales charge. The Sponsor may at any time change
the amount by which the sales charge is reduced, or may
discontinue the discount altogether.
The sales charge of 4.25% of the Public Offering
Price will be reduced pursuant to the following graduated scale
for sales to any person of at least $25,000.
Primary and Secondary Markets
Percent of Percent of
Public Offering Net Amount Dealer
Aggregate Value of Units Price Invested Concession
Less than $25,000............... 4.25% 4.439% 2.76%
$25,000 to $49,999.............. 4.00% 4.167% 2.60%
$50,000 to $99,999.............. 3.75% 3.896% 2.44%
$100,000 to $249,999............ 3.25% 3.359% 2.11%
$250,000 to $499,999............ 2.75% 2.828% 1.79%
$500,000 to $749,999............ 2.50% 2.564% 1.63%
$750,000 to $999,999............ 2.25% 2.302% 1.46%
$1,000,000 to $2,499,999........ 1.75% 1.781% 1.14%
$2,500,000 to $4,999,999........ 1.25% 1.266% 0.81%
$5,000,000 or more.............. 0.75% 0.756% 0.49%
The reduced sales charges as shown on the chart above
will apply to all purchases of Units of this Trust only on any
one day by the same person, partnership or corporation (other
than a dealer), in the amounts stated herein.
Units held in the name of the purchaser's spouse or
in the name of a purchaser's child under the age of 21 years
are deemed for the purposes hereof to be registered in the name
of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a
partnership or corporation, purchasing Units for a single trust
estate or single fiduciary account.
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Sales to Dealers will be made at prices which include
a concession as shown on the chart above. Dealers purchasing
certain dollar amounts of Units during the life of the Trust
will be entitled to additional concession benefits. The dealer
concession for secondary market sales may differ from the
concessions set forth in the above schedule. The Sponsor
reserves the right, at any time, to change the level of dealer
concessions.
EXCHANGE OPTION
Unit Holders of any Dean Witter sponsored unit
investment 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 Select Trusts, that 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 a different investment
objective; 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
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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
for Units of an Exchange Trust will normally constitute a
"taxable event" under the Code, i.e., a Holder will recognize
gain or loss at the time of 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 event to the extent that the units do
not differ materially either in kind or in extent. Unit
Holders are urged to consult their own tax advisors as to the
tax consequences to them of exchanging Units in particular
cases.
If a Unit Holder utilizes the Exchange Option with
respect to an Exchange Trust which is a regulated investment
company for U.S. federal income tax purposes 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 securities received in the exchange) is not taken into
account in determining the amount of gain or loss on the
exchange but any sales charge disallowed is added to the basis
of the Units acquired. A taxpayer who acquires Trust Units (or
stock in another regulated investment company) in a transaction
in which gain or loss is not recognized succeeds to the
treatment applicable to his or her transferor under this rule,
if the rule would apply to the transferor.
To exercise the Exchange Option, a Unit Holder should
notify the Sponsor of its desire to use the proceeds from the
sale of such Unit Holder's 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 such Unit Holder
indicates interest.
The exchange transaction will operate in a manner
essentially identical to any secondary market transaction,
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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. During the five month period beginning on the date
of deposit of a trust being exchanged, 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
the distributions are automatically reinvested in Additional
Units of the Trust without a sales charge. 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. 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. Once the
reinvestment election has been chosen by the Unit Holder, such
election will remain in effect until changed by the Unit
Holder. The Sponsor may suspend or terminate the reinvestment
program at its discretion. Thereafter, distributions received
by the Trust would be distributed quarterly to all Unit
Holders.
Such distributions, to the extent reinvested in the
Units of the Trust, will be used by the Trustee at the
direction of the Sponsor in one or both of the following
manners. (i) The distributions may be used by the Trustee to
purchase Units of this Series of the Trust held in the
Sponsor's inventory. The purchase price payable by the Trustee
for each of such Units will be equal to the applicable Trust
evaluation per Unit on (or as soon as possible after) the close
of business on the Distribution Date. The Units so purchased
by the Trustee will be issued or credited to the accounts of
Unit Holders participating in the Program. (ii) If there are
no Units in the Sponsor's inventory, the Sponsor may purchase
additional Securities in order to maintain, as closely as
practical, the proportionate relationship between the
Securities in the Trust at the time of creation of the
additional Units. The additional securities will be deposited
by the Sponsor with the Trustee in exchange for new Units. The
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distributions may then be used by the Trustee to purchase the
new Units from the Sponsor. The price for such new Units will
be the applicable Trust evaluation per Unit on (or as soon as
possible after) the close of business on the Distribution Date.
(See: "Public Offering -- Public Offering Price".) The Units
so purchased by the Trustee will be issued or credited to the
accounts of Unit Holders participating in the Program.
No fractional Units will be issued under any
circumstances. If, after the maximum number of full Units have
been issued or credited at the applicable price, there remains
a portion of the distribution which is not sufficient to
purchase a full Unit as such price, the Trustee shall hold such
cash for the benefit of such Unit Holder and shall apply such
cash on the next Distribution Date, along with any
distributions then made, toward the purchase of additional full
Units in accordance with the Program. The cost of
administering the program will be borne by the Trust and thus
will be borne indirectly by all Unit Holders.
A Unit Holder may, by contacting such Unit Holder's
broker or 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, if any, reinvested in Additional Units of the
Trust. An election may be 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. The date of tender is
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deemed to be the date on which Units are received by the
Trustee, except that as regards Units received after the
Evaluation Time, the date of tender is the first day after such
date on which the New York Stock Exchange is open for trading,
and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price
compounded on that day.
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 25,000 Untis. With
respect to redemption requests regarding at least 25,000 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
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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
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 next 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;
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 Indenture
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and 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 a date prior to the determination and then;
(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
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any way for any loss or damage that may result from any such
suspension or postponement.
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
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time for purposes of amendment, or termination of the Trust or
discharge of the Trustee, all as provided in the Agreement;
however, no Unit Holder shall ever be under any liability to
any third party for any action taken by the Trustee or 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 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 Indenture and 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
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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
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 accounts of
the Trust shall be audited not less frequently than annually by
independent certified public accountants designated by the
Sponsor, and the report of such accountants will be furnished
by the Trustee to Unit Holders upon request. The cost of such
audit shall be an expense of the Trust.
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 101
Barclay Street, New York, New York 10286. These records and
accounts will be available for inspection by Unit Holders at
reasonable times during normal business hours. The Trustee
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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
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, including return of
investment and gain and 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 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 1,000 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.
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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, or the occurrence of other
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".
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<PAGE>
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting
rights with respect to the Portfolio Securities and Replacement
Securities, if any, will be exercised by the Trustee in
accordance with the directions given by the Sponsor.
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;
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<PAGE>
(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.
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 Reference Trust 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
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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
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 50% 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 owing
at least 25,000 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 25,000 Units will receive distributions in
respect of their Units at termination solely in cash. Unit
Holders holding at least 25,000 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
In-Kind Distribution 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 Distribution 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
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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 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 contain
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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
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.
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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
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 The Bank of New York. 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 Unit
Investment Trust Division, P.O. Box 974, Wall Street Station,
New York, New York 10268-0974.
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.
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<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Equity Trust
Telecommunications Portfolio Series 1 as of June 30, 1994, and the related
statements of operations and changes in net assets for the period from
July 22, 1993 (date of deposit) to June 30, 1994. 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 audit.
We conducted our audit 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 June 30,
1994 as shown in the statement of financial condition and schedule of
portfolio securities by correspondence with The Bank 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 audit
provides 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 Telecommunications Portfolio Series 1 as of June 30, 1994, and
the results of its operations and the changes in its net assets for the
period from July 22, 1993 (date of deposit) to June 30, 1994 in conformity
with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
October 11, 1994
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1994
TRUST PROPERTY
Investments in securities at market value (cost
$244,026,918) (Note (a) and Schedule of Portfolio
Securities Notes (3) and (4)) $227,613,747
Accrued dividend receivable 1,240,833
Receivable from Broker 957,590
Cash 306,105
Total 230,118,275
LIABILITIES AND NET ASSETS
Less Liabilities:
Payable to Unitholders 967,780
Accrued Trust fees and expenses 73,291
Total 1,041,071
Net Assets:
Balance applicable to 236,249,990 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, less net unrealized market
depreciation of $16,413,171 $227,613,747
Undistributed principal and net
investment income (Note (b)) 1,463,457
Net assets $229,077,204
Net asset value per Unit ($229,077,204 divided
by 236,249,990 Units) $ .9696
See notes to financial statements
F-2
<PAGE>
STATEMENT OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
For the period from
July 22, 1993
(date of deposit) to
June 30, 1994
Investment income - dividends $ 6,982,936
Less Expenses:
Trust fees and expenses 227,681
Total expenses 227,681
Investment income - net 6,755,255
Net loss on investments:
Realized gain on securities sold
or redeemed 514,367
Unrealized market depreciation (16,413,171)
Net loss on investments (15,898,804)
Net decrease in net assets resulting
from operations $(9,143,549)
See notes to financial statements
F-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
For the period from
July 22, 1993
(date of deposit) to
June 30, 1994
Operations:
Investment income - net $ 6,755,255
Realized gain on securities sold or redeemed 514,367
Unrealized market depreciation (16,413,171)
Net decrease in net assets resulting from
operations (9,143,549)
Less Distributions to Unit Holders:
Principal (5,289,227)
Investment income - net (186,045)
Total distributions (5,475,272)
Capital Share Transactions:
Creation of 238,750,000 Units 246,134,248
Redemption of 3,000,010 Units (2,886,869)
Accrued dividend on redemption (24,555)
Total capital share transactions 243,222,824
Net increase in net assets 228,604,003
Net assets:
Beginning of period (Note (c)) 473,201
End of period (including undistributed principal
and net investment income of $1,463,457) $229,077,204
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 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 or the
closing sale price on the over-the-counter market, on the last day
of trading during the period. The value on the date of initial
deposit (July 22, 1993) 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, estimated expenses,
Evaluator's fees, 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
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 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 date of deposit (July 22, 1993), 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 June 30, 1994 follows:
Original cost to investors $ 494,200
Less: Gross underwriting commissions (sales charge) (20,999)
Net cost to investors 473,201
Cost to investors of Units created during
deposit period 248,643,601
Net unrealized market depreciation (16,413,171)
Cost of securities sold or redeemed (5,089,874)
Net amount applicable to investors $227,613,747
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during the period:
Net investment income distribution during period $ .0252
Principal distribution during period $ .0008
Net asset value at end of period $ .9696
Trust Units outstanding at end of period 236,949,990
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1994
Current
Annual Market Percentage
Port- Dividend Price Per of Aggregate Market
folio Number of Per Share to Market Value Value
No. Symbol Name of Issuer Shares Share <F5> Yield <F6> Trust of Trust <F7><F8>
<C> <S> <C> <C> <C> <C> <C> <C>
1. ALA Alcatel Alsthom <F11> 85,227 0.00 0.000% $21.750 0.814% $ 1,853,687
2. AT ALLTEL Corporation 321,969 0.88 3.502 25.125 3.554 8,089,471
3. T American Telephone &
Telegraph Co. 28,883 1.32 2.428 54.375 0.690 1,570,513
4. AIT Ameritech Corp. <F12> 284,090 1.92 5.020 38.250 4.774 10,866,443
5. ANDW Andrew Corp. <F12> 102,980 0.00 0.000 36.750 1.663 3,784,515
6. BCE BCE, Inc. 388,256 1.95 5.992 32.375 5.522 12,569,788
7. BEL Bell Atlantic Corporation 175,188 2.76 4.929 56.000 4.310 9,810,528
8. BLS BellSouth Corp. 236,742 2.76 4.470 61.750 6.423 14,618,819
9. BTY British Telecommunications
PLC <F9><F11> 132,575 4.87 8.639 56.375 3.284 7,473,916
10. CWP Cable & Wireless PLC<F11><F12> 106,061 0.58 3.114 18.625 0.868 1,975,386
11. CTL Century Telephone
Enterprises, Inc. 63,447 0.32 1.237 25.875 0.721 1,641,691
12. CSN Cincinnati Bell, Inc. 392,991 0.80 4.885 16.375 2.827 6,435,228
13. CZNB Citizens Utilities Company,
Class B 131,266 0.00 0.000 13.750 0.793 1,804,908
14. CQ COMSAT Corporation 62,974 0.74 3.183 23.250 0.643 1,464,146
15. DEC Digital Equipment Corp. 49,243 0.00 0.000 19.375 0.419 954,083
16. ERICY Ericcson Telephone
Company Inc., AB <F10><F11> 42,141 2.28 4.600 49.562 0.918 2,088,592
17. GTE GTE Corporation 331,439 1.88 5.968 31.500 4.587 10,440,328
18. TV Grupo Televisa <F10><F12> 49,717 0.48 0.946 50.750 1.109 2,523,138
19. HKT Hong Kong Telecommunications
Ltd. <F11><F12> 710,226 4.28 22.847 18.750 5.851 13,316,737
20. INTC Intel Corp. <F10> 36,459 0.20 0.342 58.500 0.937 2,132,851
21. LTEC Lincoln Telecommunications
Co.<F10> <F12> 587,119 0.52 3.410 15.250 3.934 8,953,565
22. MCIC MCI Communications Corp. <F10> 64,868 0.10 0.452 22.125 0.631 1,435,204
23. NYN NYNEX Corp. <F12> 293,560 2.36 6.231 37.875 4.885 11,118,585
24. PAC Pacific Telesis Group <F12> 198,862 2.18 7.061 30.875 2.697 6,139,864
25. RTC Rochester Telephone
Corporation <F12> 378,786 1.62 7.160 22.625 3.765 8,570,033
26. SFA Scientific-Atlanta, Inc. 63,921 0.12 0.349 34.375 0.965 2,197,285
27. SNG Southern New England
Telecommunications Corp. 378,786 1.76 5.770 30.500 5.076 11,552,973
28. SBC Southwestern Bell Corp. 189,393 1.58 3.632 43.500 3.620 8,238,595
29. FON Sprint Corp. 53,978 1.00 2.867 34.875 0.827 1,882,483
30. TCAT TCA Cable TV, Inc. <F10> 88,068 0.44 1.945 22.625 0.875 1,992,538
31. TBRAY Telebras-Telecommunications
Brasil, S.A.<F10><F11> 61,080 0.89 2.297 38.750 1.040 2,366,850
32. NZT Telecom Corporation of
New Zealand Ltd.<F11><F12> 217,802 .64 1.506 42.500 4.067 9,256,585
F-7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
(CONTINUED)
June 30, 1994
Current
Annual Market Percentage
Port- Dividend Price Per of Aggregate Market
folio Number of Per Share to Market Value Value
No. (Symbol) Name of Issuer Shares Share <F5> Yield <F6> Trust of Trust <F7><F8>
<C> <S> <C> <C> <C> <C> <C> <C>
33. TEF Telefonica de Espana,
S.A. <F11> 269,886 2.12 5.277% $40.250 4.772% $ 10,862,912
34. CTC Telefonos de Chile,
S.A. <F11> 27,463 4.04 4.725 85.500 1.031 2,348,087
35. TMX Telefonos de Mexico,
S.A. <F11> 40,720 2.96 5.298 55.875 1.000 2,275,230
36. TDS Telephone & Data Systems,
Inc. 40,720 0.36 0.973 37.000 0.662 1,506,640
37. TWX Time Warner Inc. 50,190 0.36 1.025 35.125 0.774 1,762,924
38. USW U.S. West, Inc. 213,067 2.14 5.110 41.875 3.920 8,922,181
39. VOD Vodaphone Group PLC <F11> 27,937 3.25 4.290 75.750 0.930 2,116,228
40. WMB (The) Williams Companies<F12> 70,076 0.84 2.934 28.625 0.881 2,005,925
41. ATI Airtouch Communications<F12> 198,862 0.00 0.000 23.625 2.064 4,698,115
42. BJTN Boston Technologies<F12> 97,710 0.00 0.000 9.625 0.413 940,459
43. MOT Motorola<F12> 23,724 0.28 0.629 44.500 0.464 1,055,718
7,368,452 $227,613,747
See notes to schedule of portfolio securities
F-8
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1994
[FN]
<F5> Based on the latest quarterly or semiannual declaration.
<F6> The Yield represents the Current Annual Dividend per Share divided
by the Market Price per Share.
<F7> Valuation of Securities by the Trustee was made on the basis of the
closing sale price on the New York Stock Exchange or the closing
sale price on the over-the-counter market as of June 30, 1994.
<F8> At June 30, 1994, the net unrealized market depreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $ 5,183,823
Gross unrealized market depreciation (21,596,994)
Net unrealized market depreciation $(16,413,171)
The aggregate cost of the Securities for Federal income tax
purposes was $244,026,918 at June 30, 1994.
<F9> Dean Witter Reynolds Inc. was manager or co-manager of an offering
of securities of this company within the past three years.
<F10> Dean Witter Reynolds Inc. makes a market in this security.
<F11> Shares represented by American Depository Receipts.
<F12> A two-for-one stock split for Ameritech Corp. was received on
January 24, 1994 for stockholders of record on December 31, 1993.
A three-for-two stock split for Andrew Corp. was received on
March 10, 1994 for stockholders of record on March 3, 1994.
A two-for-one stock split for Cable and Wireless PLC was received
on November 8, 1993 for stockholders of record on October 28,
1993.
A one-for-two stock split for Grupo Televisa was effective
January 12, 1994 for stockholders of record on December 14, 1993.
A three-for-one stock split for Hong Kong Telecommunications was
received on June 13, 1994 for stockholders of record on June 13,
1994.
A two-for-one stock split for Lincoln Telecommunications Co. was
received on January 6, 1994 for stockholders of record on
December 27, 1993.
F-9
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1994
A two-for-one stock split for NYNEX Corp. was received on September
15, 1993 for stockholders of record on August 16, 1993.
A two-for-one stock split for Rochester Telephone Corporation was
received on April 29, 1994 for stockholders of record on May 2,
1994.
A two-for-one stock split for The Williams Companies. was received on
November 5, 1993 for stockholders of record on October 8, 1993.
Pacific Telesis Group distributed one share of Airtouch
Communications for each common share of Pacific Telesis Group on
April 5, 1994 to shareholders of record on March 21, 1994.
The Trust sold Paramount Communications, with the proceeds
received, 97,200 shares of Boston Technologies and 11,800 shares
of Motorola were purchased.
A two-for-one stock split of Motorola was received on April 18,
1994 for stockholders of record on March 15, 1994.
In March 1994, Telecom Corporation of New Zealand, Ltd. completed a
share cancellation whereby one of every five shares held by
shareholders was redeemed at par value. The redemption was funded
by debt.
F-10
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consent of Independent Auditors; all other
consents were previously filed.
The following exhibits:
23. 1b. Consent of Independent Auditors.
27. Financial Data Schedule.
FINANCIAL STATEMENTS
1. Statement of Financial Condition, Statement of Operations
and Statement of Changes in Net Assets of the Trust, as
shown in the Prospectus.
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of its name in the
Prospectus included in this Registration Statement is contained
in its opinion filed as Exhibit EX-5. to this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust,
Telecommunications Portfolio Series 1, 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. 1 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 14th day of October, 1994.
DEAN WITTER SELECT EQUITY TRUST,
TELECOMMUNICATIONS PORTFOLIO SERIES 1
(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. 1 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 14th day of October,
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
27. Financial Data Schedule
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated October 11, 1994,
accompanying the financial statements of the Dean Witter Select
Equity Trust Telecommunications Portfolio Series 1 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
October 14, 1994
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS FOR
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES
<NUMBER> 1
<MULTIPLIER> 1
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-START> JUL-22-1993
<PERIOD-END> JUN-30-1994
<PERIOD-TYPE> OTHER
<INVESTMENTS-AT-COST> 244,026,918
<INVESTMENTS-AT-VALUE> 227,613,747
<RECEIVABLES> 2,198,423
<ASSETS-OTHER> 306,105
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 230,118,275
<PAYABLE-FOR-SECURITIES> 967,780
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73,291
<TOTAL-LIABILITIES> 1,041,071
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 244,048,902
<SHARES-COMMON-STOCK> 236,249,990
<SHARES-COMMON-PRIOR> 500,000
<ACCUMULATED-NII-CURRENT> 1,441,473
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (16,413,171)
<NET-ASSETS> 229,077,204
<DIVIDEND-INCOME> 6,982,936
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 227,681
<NET-INVESTMENT-INCOME> 6,755,255
<REALIZED-GAINS-CURRENT> 514,367
<APPREC-INCREASE-CURRENT> (16,413,171)
<NET-CHANGE-FROM-OPS> (9,143,549)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 186,045
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 5,289,227
<NUMBER-OF-SHARES-SOLD> 238,750,000
<NUMBER-OF-SHARES-REDEEMED> 3,000,010
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 228,604,003
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
