<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. 3
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 February 27, 1996, 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.
The Initial Public Offering of Units in the Trust has been completed. The
Units offered hereby are issued and outstanding Units which have been
acquired by the Sponsor either by purchase from the Trustee of Units
tendered for redemption or in the secondary market.
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 September 12, 1996
<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.............................................. 20
Redemption........................................................ 22
Right of Redemption......................................... 22
Computation of Redemption Price............................. 24
Postponement of Redemption.................................. 25
Rights of Unit Holders............................................ 25
Unit Holders................................................ 25
Certain Limitations......................................... 26
Expenses and Charges.............................................. 26
Fees........................................................ 26
Other Charges............................................... 27
Administration of the Trust....................................... 28
Records and Accounts........................................ 28
Distribution................................................ 28
Portfolio Supervision....................................... 29
Voting of the Portfolio Securities.......................... 30
Reports to Unit Holders..................................... 30
Amendment................................................... 31
Termination................................................. 32
A-1
<PAGE>
Page
Resignation, Removal and Liability................................ 34
Regarding the Trustee....................................... 34
Regarding the Sponsor....................................... 35
Miscellaneous..................................................... 35
Sponsor..................................................... 35
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, 1996
Number of Units 156,610,413
Fractional Undivided Interest in the Trust Represented by Each Unit 1/156,610,413th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust $200,698,566.00
Divided by 156,610,413 Units (times 1,000) $1,281.51
Plus Sales Charge<F1> of 4.25% of Public Offering Price (4.439% of net amount invested
in Securities) 56.88
Public Offering Price per 1,000 Units 1,338.39
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income 7.12
Total $ 1,345.51
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based
on the value of the underlying Securities, $56.88 less than the Public Offering Price
per 1,000 Units plus undistributed principal and net investment income $ 1,288.63
<S> <S>
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 Trust may be terminated by the Sponsor if the value
of the portfolio of the Trust at any time is less
than $103,215,415.
Trustee's Fee<F2> $1.00 per 1,000 Units.
Sponsor's Annual Portfolio Supervision Fee<F2> Maximum of $.25 per 1,000 Units.
<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 three (3) business days following the receipt of proceeds from
the sale of all Portfolio Securities (see "Administration of the Trust - Termination" in this Prospectus).
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust,
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 August 12, 1996)
Telecommunication equipment......... 5.066%
Telecommunication service........... 67.603%
Computer, Microprocessor
Manufacturer...................... 2.664%
Media/Entertainment................. 1.884%
ADRs................................ 22.783%
On August 12, 1996, the aggregate market value of the
Securities in the Trust was $189,117,554.83.
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")* 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,
___________________
* 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, 1996, 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 each calendar year, at
least (i) 98% of its ordinary income for such calendar year and (ii) 98% of
its capital gain net income (both long-term and short-term) for the 12
months ended October 31 of such calendar year (or December 31, if the Trust
qualifies to so elect and does so), the Trust will be subject to a 4%
excise tax on 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 and/or Principal Accounts and (unless applied for
the purchase
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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 exceed the aggregate amount of
dividends received by the Trust
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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 redeemed (or in respect of which the liquidating
distributions
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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, 1996 (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.
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 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, 1996, 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.
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 Trust or any holders of Units
of any other unit investment trust (collectively, "Holders") may elect to
exchange any or all of their units of each series of the Dean Witter Select
Equity Trust for units of one or more of any series of the Dean Witter
Select Equity Trust or for units of any additional Dean Witter Trusts, that
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 charges
is to permit the Sponsor to pass on to the Holder who wishes to exchange
Units the cost savings resulting from such exchange of Units. The cost
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: 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 such Unit Holder wishes to exercise it, the Unit Holder
will be
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immediately notified and no action will be taken with respect to its Units
without further instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any excess
proceeds from the surrender of a Unit Holder's Units will be returned.
Alternatively, Unit Holders will be permitted to make up any difference
between the amount representing the Units being submitted for exchange and
the amount representing the units being acquired up to the next highest
number of whole units.
An exchange of Units pursuant to the Exchange Option will
constitute a "taxable event" under the Code, i.e., a Holder will recognize
gain or loss at the time of exchange. A Unit Holder who exchanges Units of
one Trust for units of another Trust should consult his or her tax advisor
regarding the extent to which such exchange results in the recognition of a
loss for Federal and/or state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify
the Sponsor of its desire to use the proceeds from the sale of its Units to
purchase units of one or more of the Exchange Trusts. If units of the
applicable outstanding series of the Exchange Trust are at that time
available for sale, the Holder may select the series or group of series for
which such Units are to be exchanged. The Holder will be provided with a
current prospectus or prospectuses relating to each series in which
interest is indicated.
The exchange transaction will operate in a manner essentially
identical to any secondary market transaction, i.e., Units will be
repurchased at a price equal to the aggregate bid side evaluation per Unit
of the Securities in the Portfolio, plus accrued interest. Units of the
Exchange Trust will be sold to the Unit Holder at a price equal to the
evaluation per unit of the securities in that Portfolio, plus accrued
interest and the applicable sales charge of $25 per Unit (or per 100 Units
in the case of a unit priced at about $10.00 or per 1,000 Units in the case
of a unit priced at about $1.00) or 2.5% of the Public Offering Price where
the cost per unit is significantly less than $1.00. If a Unit Holder has
held its Units for less than a five-month period, the sales charge shall be
the greater of (i) $25 or (ii) the difference between the original sales
charge on the Units owned and the sales charge on the Exchange Trust.
REINVESTMENT PROGRAM
Distributions, if any, are made to Unit Holders quarterly. The
Unit Holder has the option, however, of either receiving his quarterly
check from the Trustee or participating in the reinvestment program offered
by the Sponsor under which
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the distributions are 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 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.
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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 unit investment 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 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 computed 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 Units. 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
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direct the Trustee to redeem Units "in kind" even if it is then maintaining
a secondary market in Units of the Trust. Unit Holders redeeming "in kind"
will receive an amount and value of Trust Securities per Unit equal to the
Redemption Price Per Unit as determined as of the Evaluation Time next
following the tender as set forth herein under "Computation of Redemption
Price" below. The distribution "in kind" for redemption of Units will be
held by the Trustee for the account of, and for disposition in accordance
with the instructions of, the tendering Unit Holder. The tendering Unit
Holder will be entitled to receive whole shares of each of the underlying
Portfolio Securities, plus cash equal to the Unit Holder's pro rata share
of the cash balance of the Income and Principal Accounts and cash from the
Principal Account equal to the fractional shares to which such tendering
Unit Holder is entitled. The Trustee, in connection with implementing the
redemption "in kind" procedures outlined above, may make any adjustments
necessary to reflect differences between the Redemption Price of Units and
the value of the Securities distributed "in kind" as of the date of tender.
If the Principal Account does not contain amounts sufficient to cover the
required cash distribution to the tendering Unit Holder, the Trustee is
empowered to sell Securities in the Trust Portfolio in the manner discussed
below. A Unit Holder receiving redemption distributions of Securities "in
kind" may incur brokerage costs in converting Securities so received into
cash.
The portion of the Redemption Price which represents the Unit
Holder's interest in the Income Account shall be withdrawn from the Income
Account to the extent available. The balance paid on any redemption,
including dividends receivable on stocks trading ex-dividend, if any, shall
be drawn from the Principal Account to the extent that funds are available
for such purpose. The Trustee is authorized by the Indenture and Agreement
to sell Securities in order to provide funds for redemption. To the extent
Securities are sold, the size and diversity of the Trust will be reduced.
Such sales may be required at the time when Securities would not otherwise
be sold and might result in lower prices than might otherwise be 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
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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 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
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Securities are not so listed, or, if so listed and the principal market
therefor is other than such exchange or there is no closing price on such
exchange, such valuation shall be based on the closing price in the
over-the-counter market (unless the Trustee deems such price inappropriate
as a basis for valuation) or if there is no such closing price, by any of
the following methods which the Trustee deems appropriate: (i) on the
basis of current bid prices of such Securities as obtained from investment
dealers or brokers (including the Depositor) who customarily deal in
securities comparable to those held by the Trust, or (ii) if bid prices are
not available for any of such Securities, on the basis of bid prices for
comparable Securities, or (iii) by appraisal of the value of the Securities
on the bid side of the market or by such other appraisal as is deemed
appropriate, or (iv) by any combination of the above.
Postponement of Redemption
The right of redemption may be suspended and payment of the
Redemption Price per Unit postponed for more than seven calendar days
following a tender of Units for redemption (i) for any period during which
the New York Stock Exchange, Inc. is closed, other than for customary
weekend and holiday closings, or (ii) for any period during which, as
determined by the Securities and Exchange Commission, either trading on the
New York Stock Exchange, Inc. is restricted or an emergency exists as a
result of which disposal or evaluation of the Securities is not reasonably
practicable, or (iii) for such other periods as the Securities and Exchange
Commission may by order permit. The Trustee is not liable to any person or
in any way for any loss or damage that may result from any such suspension
or postponement.
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 unit investment
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
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$2.00, if required by the Trustee, or such other amount as may be
determined by the Trustee and approved by the Sponsor, and any other tax or
governmental charge imposed upon the transfer of Certificates. The Trustee
will replace any mutilated, lost, stolen or destroyed Certificate upon
proper identification, satisfactory indemnity and payment of charges
incurred. Any mutilated Certificate must be presented to the Trustee
before any substitute Certificate will be issued.
Under the terms and conditions and at such times as are
permitted by the Trustee, Units may also be held in uncertificated form.
The rights of any holder of Units held in uncertificated form shall be the
same as those of any other Unit Holder.
Certain Limitations
The death or incapacity of any Unit Holder (or the dissolution
of the Sponsor) will not operate to terminate the Trust nor entitle the
legal representatives or heirs of such Unit Holder to claim an accounting
or to take any other action or proceeding in any court for a partition or
winding-up of the Trust.
No Unit Holder shall have the right to vote except with respect
to removal of the Trustee or amendment and termination of the Trust (see:
"Administration of the Trust -- Amendment" and "Administration of the Trust
- -- Termination", herein). Unit Holders shall have no right to control the
operation or administration of the Trust in any manner, except upon the
vote of 51% of the Unit Holders outstanding at any time for purposes of
amendment, or termination of the Trust or discharge of the Trustee, all as
provided in the Agreement; however, no Unit Holder shall ever be under any
liability to 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
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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 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
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<PAGE>
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 unit investment 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 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
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<PAGE>
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.
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
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<PAGE>
Securities in substitute Securities. Moneys held in the Trust to cover the
purchase of Securities pursuant to contracts which have failed, may be also
reinvested in substitute Securities. The substitute Securities must
satisfy certain conditions specified in the Indenture including
requirements that the substitute securities shall be selected by the
Sponsor from a list of securities maintained by it, and updated from time
to time, and that the Securities shall have, in the opinion of the Sponsor,
characteristics sufficiently similar to the characteristics of the other
Securities in the Trust as to be acceptable for acquisition by the Trust.
The purchase price thereof may not exceed the amount of funds reserved for
the purchase of Securities by the Trustee.
During the life of the Trust, the Sponsor, as part of its
administrative responsibilities, shall conduct reviews to determine whether
or not to recommend the disposition of Securities. In addition, the
Sponsor shall undertake to perform such other reviews and procedures as it
may deem necessary in order for it to give the consents and directions,
including directions as to voting on the underlying Securities, required by
the Indenture and Agreement. For the administrative services performed in
making such recommendations and giving such consents and directions, and in
making the reviews called for in connection therewith the Sponsor shall
receive the portfolio supervisory fee referred to under "Summary of
Essential Information".
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting rights with
respect to the Portfolio Securities 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;
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<PAGE>
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other
governmental charges, if any, and fees and expenses
of the Sponsor, the Trustee and counsel;
(d) the amounts distributed from the Income Account;
(e) any other amount credited or deducted from the
Income Account; and
(f) the net amount remaining after such payments and
deductions expressed both as a total dollar amount
and as a dollar amount per Unit outstanding on the
last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business
day of such calendar year;
(b) the number of Units outstanding as of the last
business day of such calendar year;
(c) the Unit Value (as defined in the Agreement) based
on the last Evaluation made during such calendar
year; and
(d) the amounts actually distributed during such
calendar year from the Income and Principal
Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit
outstanding on the Record Dates for such
distributions.
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
-31-
<PAGE>
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 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 owning 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.
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<PAGE>
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
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
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<PAGE>
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 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.
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<PAGE>
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust or to Unit
Holders for taking any action or for refraining from any action in good
faith or for errors in judgment. Nor shall the Sponsor be liable or
responsible in any way for depreciation or loss incurred by reason of the
disposition of any Security. The Sponsor will, however, be liable for its
own wilful misfeasance, wilful misconduct, bad faith, gross negligence or
reckless disregard of its duties and obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or
shall fail or be incapable of performing its duties thereunder or shall
become bankrupt or its affairs are taken over by public authorities, the
Agreement directs the Trustee to either (1) appoint a successor Sponsor or
Sponsors at rates of compensation deemed reasonable by the Trustee not
exceeding amounts prescribed by the Securities and Exchange Commission, or
(2) terminate the Trust Indenture and Agreement and the Trust and liquidate
the Trust. The Trustee will promptly notify Unit Holders of any such
action.
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation
organized under the laws of the State of Delaware and is a principal
operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-held 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 8,500 account executives servicing
individual and institutional client accounts.
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<PAGE>
Trustee
The Trustee is The Bank of New York with its principal place of
business at 48 Wall Street, New York, New York 10286 and its unit
investment trust office at 101 Barclay Street, New York, New York 10286.
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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<PAGE>
<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, 1996, and the related
statements of operations and changes in net assets for the years ended
June 30, 1996 and 1995 and 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of June 30,
1996 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 audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Equity Trust Telecommunications Portfolio Series 1 as of June 30, 1996, and
the results of its operations and the changes in its net assets for the
years ended June 30, 1996 and 1995 and for the period from July 22, 1993
(date of deposit) to June 30, 1994 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
September 3, 1996
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1996
TRUST PROPERTY
Investments in securities at market value (cost
$159,335,622) (Note (a) and Schedule of Portfolio
Securities Notes (1) and (2)) $200,698,566
Accrued dividend receivable 871,439
Receivable from Broker 366,514
Cash 247,076
Total 202,183,595
LIABILITY AND NET ASSETS
Less Liability:
Payable to Unitholders 370,627
Net Assets:
Balance applicable to 156,610,413 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, plus net unrealized market
appreciation of $41,362,944 $200,698,566
Undistributed principal and net
investment income (Note (b)) 1,114,402
Net assets $201,812,968
Net asset value per Unit ($201,812,968 divided
by 156,610,413 Units) $ 1.2886
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
For the period from
July 22, 1993
For the years ended June 30,(date of deposit) to
1996 1995 June 30, 1994
Investment income -
dividends $ 7,237,505 $ 8,892,295 $ 6,982,936
Less Expenses:
Trustee's fees and
expenses 205,638 224,271 182,145
Sponsor's fees 42,124 56,068 45,536
Total expenses 247,762 280,339 227,681
Investment in-
come - net 6,989,742 8,611,956 6,755,255
Net gain (loss) on
investments:
Realized gain (loss)
on securities
sold or redeemed 5,622,054 (736,025) 514,367
Net unrealized market
appreciation
(depreciation) 33,253,395 24,522,720 (16,413,171)
Net gain (loss)
on invest-
ments 38,875,449 23,786,695 (15,898,804)
Net increase (decrease)
in net assets resulting
from operations $45,865,191 $32,398,651 $(9,143,549)
See notes to financial statements
F-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
For the period from
July 22, 1993
For the years ended June 30,(date of deposit) to
1996 1995 June 30, 1994
Operations:
Investment income - net $ 6,989,742 $ 8,611,956 $ 6,755,255
Realized gain (loss)
on securities sold
or redeemed 5,622,054 (736,025) 514,367
Net unrealized market
appreciation (depre-
ciation) 33,253,395 24,522,720 (16,413,171)
Net increase
(decrease) in
net assets
resulting from
operations 45,865,191 32,398,651 (9,143,549)
Less Distributions to
Unit Holders:
Principal (3,200,538) - (186,045)
Investment income - net (7,386,292) (7,920,724) (5,289,227)
Total distribu-
tions (10,586,830) (7,920,724) (5,475,272)
Less Capital Share Transac-
tions:
Creation of 5,250,000
Units, 2,500,000 Units
and 238,750,000
Units, respectively 6,418,383 2,503,362 246,134,248
Redemption of 38,388,972
Units, 49,000,605 Units
and 3,000,010 Units,
respectively (45,191,153) (50,041,301) (2,886,869)
Accrued dividend on
redemption (306,511) (403,304) (24,555)
Total capital
share trans-
actions (39,079,281) (47,941,243) 243,222,824
Net (decrease) increase
in net assets (3,800,920) (23,463,316) 228,604,003
Net assets:
Beginning of period
(Note (c)) 205,613,888 229,077,204 473,201
End of period (including
undistributed principal
and net investment
income of $1,114,402,
$1,720,269 and
$1,463,457, respec-
tively) $201,812,968 $205,613,888 $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, 1996
(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, 1996
(5) Certain amounts in the prior years' financial statements have been
reclassified to conform with current year presentation.
(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, 1996 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 257,565,336
Net unrealized market appreciation 41,362,944
Cost of securities sold or redeemed (98,702,915)
Net amount applicable to investors $200,698,566
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1996
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the period from
July 22, 1993
For the years ended June 30,(date of deposit) to
1996 1995 June 30, 1994
Net investment
income distribu-
tion during
period .0436 $ .0355 $ .0252
Principal
distribution
during period $ .0193 $ - $ .0008
Net asset value
at end of
period $ 1.2886 $ 1.0836 $ .9696
Trust Units out-
standing at
end of period 156,610,413 189,749,385 236,249,990
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1996
Market Percentage
Port- Price Per of Aggregate Market
folio Number of Share to Market Value Value
No. Symbol Name of Issuer Shares Trust of Trust <F4><F5>
<S> <C> <C> <C> <C> <C> <C>
1. ALA Alcatel Alsthom <F8> 55,530 $17.625 0.488% $ 978,716
2. AT ALLTEL Corporation 209,686 30.750 3.213 6,447,844
3. T AT&T Corp. 18,793 62.000 0.581 1,165,166
4. AIT Ameritech Corp. 185,030 59.375 5.474 10,986,156
5. ANDW Andrew Corp. <F9> 150,481 53.750 4.030 8,088,354
6. BCE BCE, Inc. 252,849 39.500 4.976 9,987,535
7. BEL Bell Atlantic Corporation 114,099 63.750 3.642 7,273,811
8. BLS BellSouth Corp. <F9> 308,370 42.375 6.511 13,067,179
9. BTY British Telecommunications PLC <F6><F8> 86,352 53.750 2.313 4,641,420
10. CWP Cable & Wireless PLC <F8> 69,095 19.750 0.680 1,364,626
11. CTL Century Telephone Enterprises, Inc. 41,339 31.875 0.657 1,317,681
12. CSN Cincinnati Bell, Inc. 255,936 52.125 6.647 13,340,664
13. CZNB Citizens Utilities Company, Class B <F9> 98,137 11.625 0.568 1,140,843
14. CQ COMSAT Corporation 41,006 26.000 0.531 1,066,156
15. DEC Digital Equipment Corp. 32,091 45.000 0.720 1,444,095
16. ERICY Ericcson Telephone Company Inc.,
AB <F7><F8><F9> 109,762 21.500 1.176 2,359,883
17. GTE GTE Corporation 215,863 44.750 4.813 9,659,869
18. TV Grupo Televisa 32,366 30.750 0.496 995,254
19. HKT Hong Kong Telecommunications Ltd. <F8> 462,521 18.000 4.148 8,325,378
20. INTC Intel Corp. <F7> 47,479 73.437 1.737 3,486,715
21. LTEC Lincoln Telecommunications Co.<F7> 382,351 16.375 3.120 6,260,998
22. MCIC MCI Communications Corp. <F7> 42,246 25.625 0.539 1,082,554
23. NYN NYNEX Corp. 191,188 47.500 4.525 9,081,430
24. PAC Pacific Telesis Group 129,516 33.750 2.178 4,371,165
25. FRO Frontier Corp. (formerly Rochester
Telephone Corporation) 246,683 30.625 3.764 7,554,667
26. SFA Scientific-Atlanta, Inc. 83,772 15.500 0.647 1,298,466
27. SNG Southern New England Telecommunica-
tions Corp. 246,683 42.000 5.162 10,360,686
28. SBC SBC Communications Inc. (formerly
Southwestern Bell Corp.) 123,355 49.250 3.027 6,075,234
29. FON Sprint Corp. <F9> 35,179 42.000 0.736 1,477,518
30. TCAT TCA Cable TV, Inc. 57,367 30.250 0.865 1,735,352
31. TBR Telebras-Telecommunications Brasil,
S.A.<F7><F8> 39,768 69.625 1.380 2,768,847
32. NZT Telecom Corporation of New Zealand Ltd.
<F8> 141,850 66.750 4.718 9,468,487
</TABLE>
F-8
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
(CONTINUED)
June 30, 1996
Market Percentage
Port- Price Per of Aggregate Market
folio Number of Share to Market Value Value
No. Symbol Name of Issuer Shares Trust of Trust <F4><F5>
<S> <C> <C> <C> <C> <C> <C>
33. TEF Telefonica de Espana, S.A. <F8> 175,773 $55.125 4.828% $ 9,689,487
34. CTC Co. de Telecom Chile <F8> 17,899 98.125 0.875 1,756,339
35. TMX Telefonos de Mexico, S.A. <F8> 26,531 33.500 0.443 888,788
36. TDS Telephone & Data Systems, Inc. 26,531 45.000 0.595 1,193,895
37. TWX Time Warner Inc. 32,700 39.250 0.640 1,283,475
38. USW U.S. West Communications Group <F9> 138,771 31.875 2.204 4,423,326
39. VOD Vodaphone Group PLC<F8> 54,500 36.875 1.001 2,009,687
40. WMB (The) Williams Companies 45,656 49.500 1.126 2,259,972
41. ATI Airtouch Communications 129,516 28.250 1.823 3,658,827
42. BSTN Boston Technologies 63,630 16.875 0.535 1,073,756
43. MOT Motorola 15,466 62.875 0.485 972,425
44. XO-W 360 Degree Communications Corp. <F9> 11,812 24.000 1.262 283,488
45. UMG U.S. West Media Group <F9> 138,759 18.250 0.141 2,532,352
$200,698,566
See notes to schedule of portfolio securities
</TABLE>
F-9
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1996
[FN]
<F4> 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, 1996.
<F5> At June 30, 1996, the net unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $46,749,064
Gross unrealized market depreciation (5,386,120)
Net unrealized market appreciation $41,362,944
The aggregate cost of the Securities for Federal income tax purposes was
$159,335,622 at June 30, 1996.
<F6> Dean Witter Reynolds Inc. was manager or co-manager of an offering of
securities of this company within the past three years.
<F7> Dean Witter Reynolds Inc. makes a market in this security.
<F8> Shares represented by American Depository Receipts.
<F9> A dividend of one stock right for every American Depository Receipt held
at Ericsson Telephone Company Inc., AB was declared on September 27,
1995 for stockholders of record on September 28, 1995.
A three-for-two stock split for Andrew Corp. was declared on February 7,
1996 for stockholders of record on March 7, 1996.
A two-for-one stock split for Bellsouth Corp. was declared on
September 25, 1995 for stockholders of record on November 9, 1995.
Citizens Utilities Company, Class B declared a 1.6% stock dividend on
August 22, 1995, November 14, 1995, February 19, 1996 and May 23, 1996
for stockholders of record on August 30, 1995, November 29, 1995,
February 28, 1996 and May 30, 1996, respectively.
U.S. West Communications Group distributed one share of U.S. West Media
Group for each common share of U.S. West Communications Group, Inc. on
October 27, 1995 to shareholders of record on November 1, 1995.
Sprint Corp. distributed one share of 360 Degree Communications Corp.
for three common shares of Sprint Corp. On February 20, 1996 to
shareholders of record on March 8, 1996.
F-9
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1996
[FN]
<F4> 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, 1996.
<F5> At June 30, 1996, the net unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $46,749,064
Gross unrealized market depreciation (5,386,120)
Net unrealized market appreciation $41,362,944
The aggregate cost of the Securities for Federal income tax purposes was
$159,335,622 at June 30, 1996.
<F6> Dean Witter Reynolds Inc. was manager or co-manager of an offering of
securities of this company within the past three years.
<F7> Dean Witter Reynolds Inc. makes a market in this security.
<F8> Shares represented by American Depository Receipts.
<F9> A dividend of one stock right for every American Depository Receipt held
at Ericsson Telephone Company Inc., AB was declared on September 27,
1995 for stockholders of record on September 28, 1995.
A three-for-two stock split for Andrew Corp. was declared on February 7,
1996 for stockholders of record on March 7, 1996.
A two-for-one stock split for Bellsouth Corp. was declared on
September 25, 1995 for stockholders of record on November 9, 1995.
Citizens Utilities Company, Class B declared a 1.6% stock dividend on
August 22, 1995, November 14, 1995, February 19, 1996 and May 23, 1996
for stockholders of record on August 30, 1995, November 29, 1995,
February 28, 1996 and May 30, 1996, respectively.
U.S. West Communications Group distributed one share of U.S. West Media
Group for each common share of U.S. West Communications Group, Inc. on
October 27, 1995 to shareholders of record on November 1, 1995.
Sprint Corp. distributed one share of 360 Degree Communications Corp.
for three common shares of Sprint Corp. On February 20, 1996 to
shareholders of record on March 8, 1996.
F-9
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consent of Independent Auditors; all other
consents were previously filed.
The following exhibits:
23. 1b. Consent of Independent Auditors.
27. Financial Data Schedule.
<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. 3 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 12th day of September, 1996
DEAN WITTER SELECT EQUITY TRUST,
TELECOMMUNICATIONS PORTFOLIO SERIES 1
(Registrant)
By: DEAN WITTER REYNOLDS INC.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 3 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by the
following person in the following capacities and by the following persons
who constitute a majority of the Depositor's Board of Directors in The City
of New York and State of New York on this 12th day of September, 1996.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Director<F32> )
By: Thomas Hines
Thomas Hines
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. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F32>
Robert J. Dwyer Director<F32>
Christine A. Edwards Director<F32>
James F. Higgins Director<F32>
Stephen R. Miller Director<F32>
Richard F. Powers Director<F32>
Philip J. Purcell 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. 33-56389.
<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 September 3, 1996, 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
September 12, 1996
New York, New York
<TABLE> <S> <C>
<PAGE>
<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-30-1996
<PERIOD-START> Jul-1-1995
<PERIOD-END> Jun-30-1996
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 159,335,622
<INVESTMENTS-AT-VALUE> 200,698,566
<RECEIVABLES> 1,237,953
<ASSETS-OTHER> 247,076
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 202,183,595
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 370,627
<TOTAL-LIABILITIES> 370,627
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 159,340,303
<SHARES-COMMON-STOCK> 156,610,413
<SHARES-COMMON-PRIOR> 189,749,385
<ACCUMULATED-NII-CURRENT> 1,034,450
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 41,362,944
<NET-ASSETS> 201,812,968
<DIVIDEND-INCOME> 7,237,505
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 247,763
<NET-INVESTMENT-INCOME> 6,989,742
<REALIZED-GAINS-CURRENT> 5,622,054
<APPREC-INCREASE-CURRENT> 33,253,395
<NET-CHANGE-FROM-OPS> 38,875,449
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7,386,292
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 3,200,538
<NUMBER-OF-SHARES-SOLD> 5,250,000
<NUMBER-OF-SHARES-REDEEMED> 38,388,972
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (3,800,920)
<ACCUMULATED-NII-PRIOR> 1,734,889
<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>
