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. 4
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securities of Unit In-
vestment 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
/x/ Check box if it is proposed that this filing should become effec-
tive immediately upon filing pursuant to paragraph(b) of Rule
485.
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; Amendment
Indenture and Termination of the
Indenture
7. Changes of name *30
8. Fiscal Year Included in Form N-8B-2
9. Litigation *30
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
(a) Type of Securities Rights of Unit Holders-
(Registered or Bearer) Unit Holders
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(b) Type of Securities Administration of the
(Cumulative or Distribu- Trust-Distribution
tive)
(c) Rights of Holders as to Rights of Unit Holders
withdrawal or redemption - Unit Holders; Redemp-
tion; Public Offering
of Units-Secondary Mar-
ket; exchange option
(d) Rights of Holders as to Public Offering of
conversion, transfer, par- Units-Secondary Market;
tial redemption and simi- Exchange Option; Re-
lar matters demption; Rights of
Unit Holders-Unit Hold-
ers
(e) Lapses or defaults with *30
respect to periodic pay-
ment plan certificates
(f) Voting rights as to Secu- Rights of Unit Holders-
rities under the Indenture Certain Limitations Ad-
ministration of the
Trust - Amendment;-Ter-
mination
(g) Notice to Holders as to
change in:
1) Composition of Assets Administration of the
of Trust Trust-Reports to Unit
Holders;-Portfolio Su-
pervision; The Trust-
Summary Description of
the Portfolio
2) Terms and Conditions Administration of the
of Trust's Securities Trust-Amendment
3) Provisions of Trust Administration of the
Trust-Amendment
4) Identity of Depositor Miscellaneous-Sponsor;-
and Trustee Trustee
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(h) consent of Security Hold-
ers' required to change:
1) Composition of assets Administration of the
of Trust Trust-Amendment
2) Terms and conditions Administration of the
of Trust's Securities Trust-Amendment
3) Provisions of Inden- Administration of the
ture Trust-Amendment
4) Identity of Depositor *30
and Trustee
11. Type of securities comprising The Trust-Summary De-
units scription of the Port-
folio; Special Consid-
erations Objectives and
Securities Selection
12. Type of securities comprising *30
periodic payment certificates
13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count; Exchange Op-
tions; Expenses and
Charges
(b) Certain information re- *30
garding periodic payment
certificates
(c) Certain percentages Summary of Essential
Information; Public Of-
fering of Units-Public
Offering Price;-Profit
of Sponsor;-Volume Dis-
count Exchange Options;
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Price differentials Public Offering of
Units - Public Offering
Price
(e) Certain other loads, fees, Rights of Unit Holders
expenses, etc. payable by - Unit Holders
holders
(f) Certain profits receivable Public Offering of
by depositor, principal Units-Profit of Sponsor
underwriters, trustee or
affiliated persons
(g) Ratio of annual charges to *30
income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders - Unit
Holders
15. Receipt and handling of pay- Public Offering of
ments from purchasers Units-Profit of Sponsor
16. Acquisition and disposition of Introduction; Admini-
underlying securities stration of the Trust-
Amendment;-Termination;
The Trust-Summary De-
scription of the Port-
folio; Objectives and
Securities Selection
17. Withdrawal or redemption Redemption; Public Of-
fering of
Units-Secondary Market
Exchange Option; Rights
of Unit Holders
18. (a) Receipt and disposition of Administration of the
income Trust; Reinvestment
Program
(b) Reinvestment of distribu- Reinvestment Program
tions
(c) Reserves or special fund Administration of the
Trust-Distribution
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(d) Schedule of distribution *30
19. Records, accounts and report Administration of the
Trust-Records and Ac-
counts;-Reports to Unit
Holders
20. Certain miscellaneous provi- Administration of the
sions of the trust Agreement Trust-Amendment;-
Termination. Resigna-
tion, Removal and Li-
ability-Regarding the
Trustee;-Regarding the
Sponsor
21. Loans to security holders *30
22. Limitations on liability of de- Resignation, Removal
positor, trustee, custodian and Liability
ect.
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of *30
trust agreement
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor miscellaneous-Sponsor
26. Fees received by Depositor Expenses and Charges -
Fees; Public Offering
of Units-Profit of
Sponsor
27. Business of Depositor miscellaneous-Sponsor
and Included in Form N-
8B-2
28. Certain information as to offi- Included in Form N-8B-2
cials and affiliated persons of
Depositor
29. Voting securities of Depositor Included in Form N-8B-2
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
30. Persons controlling Depositor *30
31. Compensation of Officers and *30
Directors of Depositor
32. Compensation of Directors of *30
Depositor
33. Compensation of employees of *30
Depositor
34. Remuneration of other persons *30
for certain services rendered to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's securi- Public Offering of
ties by states Units-Public Distribu-
tion
36. Suspension of sales of trust's *30
securities
37. Revocation of authority to dis- *30
tribute
38. (a) Method of distribution Public Offering of
(b) Underwriting agreements Units
(c) Selling agreements
39. (a) Organization of principal miscellaneous-Sponsor
underwriter
(b) N.A.S.D. membership of
principal underwriter
40. Certain fees received by prin- Public Offering of
cipal underwriter Units-Profit of Sponsor
41. (a) Business of principal un- miscellaneous-Sponsor
derwriter
(b) Branch officers of princi- *30
pal underwriter
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Salesman of principal un- *30
derwriter
42. Ownership of trust's securities *30
by certain persons
43. Certain brokerage commissions *30
received by principal under-
writer
44. (a) Method of valuation Public Offering of
Units-Public Offering
Price;-Secondary Market
(b) Schedule as to offering *30
price
(c) Variation in offering Public Offering of
price to certain persons Units--Volume Discount;
Exchange Option
45. Suspension of redemption rights *30
46. (a) Redemption valuation Public Offering of
Units-Secondary Market;
Redemption-Right of Re-
demption; -Computation
of Redemption Value
(b) Schedule as to redemption *30
price
47. Maintenance of position in un- See items 10(d), 44 and
derlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation of miscellaneous-Trustee
Trustee
49. Fees and expenses of Trustee Expenses and Charges
50. Trustee's lien Expenses and Charges
VI. Information concerning Insurance
of Holders of Securities
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
51. (a) Name and address of Insur- *30
ance Company
(b) Type of policies *30
(c) Type of risks insured and *30
excluded
(d) Coverage of policies *30
(e) Beneficiaries of policies *30
(f) Terms and manner of can- *30
cellation
(g) Method of determining pre- *30
miums
(h) Amount of aggregate premi- *30
ums paid
(i) Persons receiving any part *30
of premiums
(j) Other material provisions *30
of the Trust relating to
insurance
VII. Policy of Registrant
52. (a) Method of selecting and Introduction; The
eliminating securities Trust-Objectives and
from the Trust Securities Selection; -
Summary Description of
the Portfolio; Admini-
stration of the Trust-
Portfolio Supervision
(b) Elimination of securities *30
from the Trust
__________________
*30 Not applicable, answer negative or not required.
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
(c) Substitution and elimina- Introduction; The
tion of Securities from Trust-Objectives and
the Trust Securities Selection; -
Summary Description of
the Portfolio; Admini-
stration of the Trust-
Portfolio Supervision
(d) Description of any funda- *30
mental policy of the Trust
53. (a) Taxable status of the Tax Status of the Trust
Trust
(b) Qualification of the Trust
as regulated investment
company
VIII. Financial and Statistical Information
54. Information regarding the *30
Trust's past ten fiscal years
55. Certain information regarding *30
periodic payment plan certifi-
cates
56. Certain information regarding *30
periodic payment plan certifi-
cates
57. Certain information regarding *30
periodic payment plan certifi-
cates
58. Certain information regarding *30
periodic payment plan certifi-
cates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition
__________________
*30 Not applicable, answer negative or not required.
LOGO
DEAN WITTER SELECT EQUITY TRUST
Telecommunications Portfolio Series 1
(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 under-
lying 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 ac-
quired 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 both parts of this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or guaranteed or en-
dorsed by, any bank, and the Units are not federally insured by the Federal
Deposit Insurance Corporation, Federal Reserve Board, or any other agency.
Prospectus Part A dated September 4, 1997
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 MUNICIPAL TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
TABLE OF CONTENTS
Page
PART A
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............................................ 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.............................. 25
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
Resignation, Removal and Liability.................... 34
Regarding the Trustee............................ 34
A-1
Page
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.
Two 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, 1997
<S> <C>
Number of Units 128,418,440
Fractional Undivided Interest in the Trust Represented by Each Unit 1/128,418,440th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust $188,444,550
Divided by 128,418,440 Units (times 1,000) 1,467.43
Plus Sales Charge of 4.25% of Public Offering Price<F1>(4.439% of net amount invested
in Securities) 65.14
Public Offering Price per 1,000 Units 1,532.57
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income 8.61
Total $ 1,541.18
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units (based
on the value of the underlying Securities, $65.14 less than the Public Offering Price
per 1,000 Units plus undistributed principal and net investment income $ 1,476.04
<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.+
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 $106,409,359.
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.
+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>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust, Telecommunica-
tions 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 ob-
jectives 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 46 publicly
traded common stocks issued by domestic companies and ADRs representing se-
curities issued by foreign companies engaged in a broad range of communica-
tions 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 condi-
tion of issuers, the prices of equity securities in general and the Securi-
ties in particular and with changes in both domestic and international eco-
nomic and political conditions. Therefore, there is no guarantee that the
objectives of the Trust will be achieved. After the initial Date of De-
posit, 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 cre-
ated 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 pe-
riod. 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 Liqui-
dation 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. Depend-
ing on the volume of Securities sold and the prices of and demand for Secu-
rities at the time of such sale, the sales of Securities from the Trust may
tend to depress the market prices of such Securities and hence the value of
the Units, thus reducing termination proceeds available to Unit Holders.
In order to mitigate potential adverse price consequences of heavy volume
trading in the Securities taking place over a short period of time and to
provide an average market price for the Securities, 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".)
A-4
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 actu-
ally paid by the companies listed in the "Schedule of Portfolio Securi-
ties", 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 Securi-
ties next computed after receipt of a purchase order plus cash on hand in
the Trust, divided by the number of Units outstanding, plus a sales charge
of 3.093% of such evaluation per Unit (the net amount invested); this re-
sults in a sales charge of 3.00% of the Public Offering Price. The sales
charge of 3.00% will decline over the life of the Trust in the manner de-
scribed below. On July 23, 1998, the sales charge will decline to 2.50%
(2.564% of the net amount invested); 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 $250,000. (See: "Public
Offering of Units -- Volume Discount".)
MARKET FOR UNITS -- The Sponsor, though not obligated to do so,
intends to maintain a market for the Units. If such market is not main-
tained, a Unit Holder will be able to dispose of its Units through redemp-
tion at prices based on the aggregate market value of the underlying Secu-
rities. (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 obliga-
tions. 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 direc-
tors. 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, nor-
mally on a cumulative basis, but do not ordinarily participate in other
amounts available for distribution by the issuing corporation. Investors
A-5
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 con-
sisting entirely of domestic issuers, including potential political and
economic instability of certain countries, risks of expropriation or na-
tionalization, withholding taxes and exchange controls or similar restric-
tions which may adversely affect the payment or receipt of payment of divi-
dends on the stocks underlying the ADRs. In addition, it may be more dif-
ficult 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. Gener-
ally, companies whose securities are included in this Portfolio are compa-
nies that are involved in the major sectors of the telecommunications in-
dustry; Regional Bell Holding Companies, independent telephone companies,
international telecommunications companies, long distance carriers, tele-
communications 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 origi-
nally 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 at-
tractiveness of the Securities may have changed subsequent to the Date of
Deposit.
Portfolio Characteristics. The Portfolio of the Trust consists
of 46 issues of Securities, 34 of which are common stocks and 12 of which
are ADRs (all of the ADRs are sponsored ADRs). The Trust contains the fol-
lowing categories of Securities:
Percentage of Aggregate
Market Value of Trust Portfolio
Category of Issuer (as of August 20,1997)
A-6
Telecommunication equipment... 5.79%
Telecommunication service..... 87.66%
Computer, Microprocessor
Manufacturer................ 4.46%
Media/Entertainment........... 2.09%
ADRs.......................... 29.10%
On August 15, 1997, the aggregate market value of the Securities
in the Trust was $182,289,024.38.
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
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 pursu-
ant to a Trust Indenture and Agreement (the "Indenture") and a related Ref-
erence Trust Agreement (the "Agreement") (collectively, the "Indenture and
Agreement")a between Dean Witter Reynolds Inc. (the "Sponsor") and The Bank
of New York (the "Trustee"). The Sponsor is a principal operating subsidi-
ary of Morgan Stanley, Dean Witter, Discover & Co. ("DWDC"), a pub-
licly-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 De-
posit in a portfolio consisting of publicly traded common stocks and ADRs
of companies engaged in a broad range of communications services and ac-
tivities. 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 com-
mercial bank(s)) for the purchase of such securities (collectively, the
"Securities") at prices equal to the market value of such Securities as de-
termined 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 In-
denture and Agreement. The Trustee then immediately delivered to the Spon-
sor 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 pub-
lic. The holders of Certificates (the "Unit Holders") will have the right
to have their Units redeemed at a price based on the market value of the
Securities (the "Redemption Price") if they cannot be sold in the secondary
market which the Sponsor, although not obligated to, proposes to maintain.
In addition, the Sponsor may offer for sale, through this Prospectus, Units
which the Sponsor may have repurchased in the secondary market or upon the
tender of such Units for redemption. The Trustee has not participated in
the selection of Securities for the Trust, and neither the Sponsor nor the
Trustee will be liable in any way for any default, failure or defect in any
Securities.
a Reference is hereby made to said Indenture and Agreement and any
statements contained herein are qualified in their entirety by the
provisions of said Indenture and Agreement.
A-1
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 ad-
ditional 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 is-
sued after a permitted change in the shares held in the Trust will repre-
sent the same number and type of shares that were represented by a Unit im-
mediately 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 pro-
ceeds 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 pur-
chase 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 ac-
tual volume of Securities to be purchased and the supply and price of such
Securities is not known. The additional Securities so received will, how-
ever, have a tax cost basis to 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 real-
ized 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 in-
volved without the intervention of the Trust.
On August 20, 1997, each Unit represented the fractional undi-
vided interest in the Securities and net income of the Trust set forth un-
der "Summary of Essential Information". Thereafter, if any Units are re-
deemed, the amount of Securities in the Trust will be reduced, and the
A-2
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 under-
standing 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 Informa-
tion", 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 under-
standing that the value of the underlying Securities, and therefore the
value of Units, will fluctuate depending upon the full range of economic
and market influences which may affect the market value of such Securities.
Certain risks are inherent in an investment in equity securities, including
the risk that the financial condition of one or more of the issuers of the
Securities may worsen or the general condition of the common stock market
may weaken. In such case, the value of the Securities and hence the value
of Units may decline. Common stocks are susceptible to general stock mar-
ket 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, eco-
nomic or banking crises. In addition, investors should understand that
there are certain payment risks involved in owning equity securities, in-
cluding 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
A-3
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 cor-
poration. 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 pre-
ferred 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 there-
fore do not offer any assurance of income or provide the degree of protec-
tion of capital of debt securities. The issuance of debt securities (as
compared with both preferred and common stock) and preferred stock (as com-
pared with common stock) will create prior claims for payment of principal
and interest (in the case of debt securities) and dividends (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 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 nei-
ther 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 out-
standing. Additionally, market timing and volume trading will also affect
the underlying value of Securities, including the Sponsor's buying of addi-
tional Securities and the Trust's selling of Securities during the Liquida-
tion Period. The value of the Securities in the Portfolio thus may be ex-
pected 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 fluctua-
tions 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 provi-
sions 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-4
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 Portfo-
lio may be subject to redemption pursuant to sinking fund provisions early
in the life of the Trust. These provisions are designed to redeem a sig-
nificant portion of an issue gradually over the life of the issue; obliga-
tions to be redeemed are generally chosen by lot or redeemed proportion-
ately. 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").
ADRs. The Portfolio of the Trust contains 11 ADRs. An ADR is a
negotiable certificate that enables an investor to buy, sell or hold for-
eign 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 facil-
ity, the depositary initiates and arranges the facility at the request of
market makers and acts as agent for the ADR holder, while the company it-
self is not involved in the transaction. In a sponsored facility, the is-
suing company initiates the facility and agrees to pay certain administra-
tive 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 de-
positaries with no contractual relationship to the company. A higher de-
gree of risk is involved in owning unsponsored ADRs because the financial
reporting obligations and dividend collection and securities clearing func-
tions 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 in-
volves investment risks that are different in some respects from an invest-
ment in a trust that invests entirely in securities of domestic issuers.
Those investment risks include the potential political and economic insta-
bility of certain countries, risks of expropriation or nationalization,
withholding taxes, exchange controls or other restrictions which might ad-
versely affect the payment or receipt of payment of dividends on the for-
eign 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
A-5
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 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 respec-
tive 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 for-
eign 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 ma-
terially interfere with payment to the Trust of distributions on the Secu-
rities, either because the particular jurisdictions have not adopted any
currency regulations of this type or because the issues qualify for an ex-
emption. However, there can be no assurance that exchange control regula-
tions might not be adopted in the future which might adversely affect pay-
ments 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 commu-
nication 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 Compa-
nies, independent telephone companies, international telephone companies,
international telecommunications companies, long distance carriers, tele-
communications 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.
Certain Risks Affecting Securities of Telecommunications Issuers.
The Trust's assets are concentrated in Securities of issuers in the tele-
communications and communications industries and, as a result, the value of
the Units of the Trust will be susceptible to factors affecting such indus-
tries. The telecommunications and communications industries are subject to
A-6
governmental regulation and the products and services of companies in such
industries may be subject to rapid obsolescence. These factors could af-
fect the value of the Units. Telephone companies in the United States, for
example, are subject to both state and federal regulations affecting per-
mitted rates of returns and the kinds of services that may be offered. In
addition, federal communications laws regarding the cable television indus-
try have recently been amended to eliminate government regulation of cable
television rates where competition is present and allow rates to be dic-
tated 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 prod-
ucts. 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 apprecia-
tion, 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 lim-
ited volume than the securities of larger, more established companies. As
a result, the prices of the securities of such smaller companies may fluc-
tuate 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 sell-
ing 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 af-
fected if trading markets for the Securities are limited or absent.
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 De-
posit 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,
A-7
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 Secu-
rity, 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 be-
cause 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 -- Port-
folio 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 sub-
sequently in the Trust.
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 in-
come received by the Trust and proceeds of the sale of Securities, includ-
ing 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 circum-
stances, 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 in-
vestment 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 fed-
eral income tax consequences of investing in the Trust. Investors should
consult their own tax advisors for more detailed information and for infor-
mation regarding the impact of state, local or foreign taxes upon such an
investment.
A-8
The Trust intends to qualify as and elect to be a regulated in-
vestment 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 meet cer-
tain diversification criteria regarding Trust investment, and must distrib-
ute annually at least 90% of its investment company taxable income. For
any year in which the Trust qualifies for taxation as a regulated invest-
ment 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 pur-
poses on the later of (1) the date the stock became ex-dividend with re-
spect to such dividend or (2) the date the Trust acquired the stock. If,
in any taxable year, the Trust were to fail to qualify as a regulated in-
vestment company under the Code, the Trust would be taxed for that year in
the same manner as an ordinary corporation and distributions to its share-
holders would not be deductible by the Trust in computing its taxable in-
come. In addition, in the event of a failure to qualify as a regulated in-
vestment 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 quali-
fies 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 ex-
cise tax on any portion (not taxed to the Trust) of the respective 2% bal-
ances 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 rein-
vested, 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 actu-
ally paid during January of the following year, will be treated as received
on December 31 of the preceding year. The Indenture and Agreement require
A-9
current distribution to Unit Holders of the entire net income and net capi-
tal gain, if any, of the Trust and cash proceeds of redemptions, mergers,
liquidations of issuers or sales representing recovery of cost (to the ex-
tent that the proceeds of sales or other dispositions are not reinvested or
used to redeem Units) of underlying Securities in the Trust. (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 Ac-
counts and (unless applied for the purchase of securities pursuant to the
Indenture and Agreement) distributed to Unit Holders in the manner provided
in the Indenture and Agreement. Securities received in a liquidation or
merger will not be retained if such retention would jeopardize the charac-
terization of the Trust as a regulated investment company for federal in-
come tax purposes.
Distributions to Unit Holders (other than capital gains distribu-
tions) will be taxable as ordinary income to such Unit Holders to the ex-
tent paid from interest, dividends and net short-term capital gain includi-
ble 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 distribu-
tions, 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 for-
eign 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 de-
ductible for purposes of special taxes such as the accumulated earnings tax
and the personal holding company tax. Distributions attributable to divi-
dends on ADRs will not qualify for the 70% dividends-received deduction.
A-10
Under existing law, only that amount of the Trust's dividend dis-
tributions (exclusive of capital gain dividends) that are designated as
dividends by the Trust and which do not exceed the aggregate amount of
dividends received by the Trust will qualify for the 70% dividends-received
deduction for corporations. Dividends received by the Trust will be con-
sidered dividends for this purpose only if such dividends are received from
domestic corporations and would qualify for the 70% dividends-received de-
duction 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 regu-
lated investment companies" have been issued. Under these temporary regu-
lations, 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 mis-
cellaneous itemized deductions if incurred by an individual, are allocated
among those of its shareholders who are "affected investors" (i.e., indi-
viduals, estates, trusts and pass-through entities having such sharehold-
ers) and (ii) such investors are treated as having received or accrued
dividends in an aggregate amount equal to the investor's share of such ex-
penses and to have incurred investment expenses in the same aggregate
amount. These computations are made on a calendar year basis and the allo-
cation of such expenses among affected investors may be done by the regu-
lated investment company on any reasonable basis (which basis, if utilizing
distributions to affected investors, may exclude some of such distribu-
tions).
The Code provides, however, that the 2% floor rule will not apply
to indirect deductions through a publicly offered regulated investment com-
pany. 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 dis-
tributions are made). Distributions in kind are taken into account for
this purpose at their fair market value when distributed.
A-11
Distributions of net capital gain (designated as such by the
Trust) will be taxable to Unit Holders as long-term capital gains regard-
less 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, depend-
ing 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, re-
sult in a disallowance of itemized deductions and/or affect a personal ex-
emption phase-out.
The Trust expects to purchase and sell ADRs by paying and receiv-
ing 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. Conse-
quently, 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 con-
sidered 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% divi-
dends-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.
Federal withholding taxes at a 30% rate or a lesser rate estab-
lished by treaty will generally apply to distributions (other than distri-
butions designated by the Trust as capital gain dividends) made to Unit
Holders that are nonresident aliens or foreign partnerships, trusts or cor-
porations unless the distributions constitute income effectively connected
with the conduct of a trade or business within the United States by the
distributee.
A-12
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 re-
spect 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 Re-
tirement Accounts and pension plans, profit sharing and other qualified re-
tirement 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 Secu-
rities (as determined by the Trustee) next computed after receipt of a pur-
chase order, divided by the number of Units outstanding, the sales charge
shown in "Summary of Essential Information". After the initial Date of De-
posit, a proportionate share of amounts in the Income and Principal Ac-
counts or amounts receivable in respect of stocks trading ex-dividend
(other than money required to be distributed to Unit Holders on a Distribu-
tion Date and money required to redeem tendered Units) on the date of pur-
chase 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 de-
scribed in "Summary of Essential Information -- Public Offering Price".
The Public Offering Price per Unit is calculated to five decimal places and
rounded up or down to four decimal places. The Public Offering Price on
any particular date will vary from the Public Offering Price on June 30,
1997 (set forth in the "Summary of Essential Information", herein) in ac-
cordance 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 ag-
gregate 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 fac-
tors referred to under "Redemption -- Computation of Redemption Price".
Determinations are effective for transactions effected subsequent to the
last preceding determination.
Public Distribution
A-13
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 de-
termined 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 Comptrol-
ler 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 cus-
tomers 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 capac-
ity in connection with the purchase of Units. The Glass-Steagall Act pro-
hibits banks from underwriting certain securities, including Units of the
Trust; however, this Act does permit certain agency transactions, and bank-
ing 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.
Secondary Market
While not obligated to do so, it is the Sponsor's present inten-
tion to maintain, at its expense, a secondary market for Units of this se-
ries 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 divi-
dends receivable on stocks trading ex-dividend (other than money required
to redeem tendered Units and cash deposited by the Sponsor to purchase Se-
curities or cash held in the Reserve Account) and deducting therefrom ex-
penses 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 out-
standing, as of the date of such computation. There is no sales charge in-
curred when a Unit Holder sells Units back to the Sponsor. Any Units re-
purchased 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
A-14
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 dif-
ference between the cost of the Securities to the Sponsor and the cost of
the Securities to the Trust. The Sponsor may realize a similar profit (or
loss) in connection with each additional deposit of Securities. In addi-
tion, 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 Spon-
sor. Cash, if any, received by the Sponsor from the Unit Holders prior to
the settlement date for purchase of Units or prior to the payment for Secu-
rities 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 differ-
ence 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 3.00% of the Public Offering Price will be
reduced pursuant to the following graduated scale for sales to any person
of at least $250,000.
Percent of Percent of
Public Offering Net Amount Dealer
Aggregate Value of Units Price Invested Concession
Less than $249,999....... 3.00% 3.092% 1.95%
$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%
A-15
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 pur-
poses hereof to be registered in the name of the purchaser. The reduced
sales charges are also applicable to a trustee or other fiduciary, includ-
ing a partnership or corporation, purchasing Units for a single trust es-
tate or single fiduciary account.
Sales to Dealers will be made at prices which include a conces-
sion as shown on the chart above. Dealers purchasing certain dollar
amounts of Units during the life of the Trust will be entitled to addi-
tional 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 con-
cessions.
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 ex-
change 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 Se-
lect 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 re-
duced 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 care-
fully to determine the investment objective prior to exercise of this op-
tion.
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 resi-
dent. 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
A-16
fact exist on any given date on which a Holder wishes to sell or exchange
its Units; thus, there is no assurance that the Exchange Option will be
available to any Unit Holder. The Sponsor reserves the right to modify,
suspend or terminate this option at any time without further notice to Unit
Holders. In the event the Exchange Option is not available to a Unit
Holder at the time such Unit Holder wishes to exercise it, the Unit Holder
will be immediately notified and no action will be taken with respect to
its Units without further instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any excess pro-
ceeds from the surrender of a Unit Holder's Units will be returned. Alter-
natively, 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 consti-
tute 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 re-
garding 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 ap-
plicable outstanding series of the Exchange Trust are at that time avail-
able 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 inter-
est is indicated.
The exchange transaction will operate in a manner essentially
identical to any secondary market transaction, i.e., Units will be repur-
chased at a price equal to the aggregate bid side evaluation per Unit of
the Securities in the Portfolio, plus accrued interest. Units of the Ex-
change 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 in-
terest 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
A-17
by the Sponsor under which the distributions are automatically reinvested
in Additional Units of the Trust without a sales charge. Participation in
the reinvestment program is conditioned on such program's lawful qualifica-
tion 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. Thereaf-
ter, 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 ac-
counts of Unit Holders participating in the Program. (ii) If there are no
Units in the Sponsor's inventory, the Sponsor may purchase additional Secu-
rities in order to maintain, as closely as practical, the proportionate re-
lationship 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 Distri-
bution Date. (See: "Public Offering -- Public Offering Price".) The
Units so purchased by the Trustee will be issued or credited to the ac-
counts of Unit Holders participating in the Program.
No fractional Units will be issued under any circumstances. If,
after the maximum number of full Units have been issued or credited at the
applicable price, there remains a portion of the distribution which is not
sufficient to purchase a full Unit as such price, the Trustee shall hold
such cash for the benefit of such Unit Holder and shall apply such cash on
the next Distribution Date, along with any distributions then made, toward
the purchase of additional full Units in accordance with the Program. The
cost of administering the program will be borne by the Trust and thus will
be borne indirectly by all Unit Holders.
A Unit Holder may, by contacting such Unit Holder's broker or
filing with the Trustee a written notice of election at least ten days be-
fore 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
A-18
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 redemp-
tion 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 calen-
dar 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 Re-
demption 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 re-
ceived 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 mar-
ket 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 direct
the Trustee to redeem Units "in kind" even if it is then maintaining a sec-
ondary 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 Re-
demption Price Per Unit as determined as of the Evaluation Time next fol-
lowing 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
A-19
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 em-
powered 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, in-
cluding 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 se-
lected from a list supplied by the Sponsor. If not so instructed by the
Sponsor, the Trustee will select the Securities to be sold so as to main-
tain, 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) semi-
annually, on the last business day of each of the months of June and Decem-
ber, (b) on the day on which any Unit of the Trust is tendered for redemp-
tion (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 deter-
mined 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 Ac-
count;
A-20
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 de-
fined in the Indenture and Agreement, the "Reserve Account"), amounts rep-
resenting 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 determina-
tion 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 mar-
ket thereof deemed to be the New York Stock Exchange if the Securities are
listed thereon (unless the Trustee deems such price inappropriate as a ba-
sis for valuation). If the Securities are not so listed, or, if so listed
and the principal market therefor is other than such exchange or there is
no closing price on such exchange, such valuation shall be based on the
closing price in the over-the-counter market (unless the Trustee deems such
price inappropriate as a basis for valuation) or if there is no such clos-
ing price, by any of the following methods which the Trustee deems appro-
priate: (i) on the basis of current bid prices of such Securities as ob-
tained 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 ba-
sis 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 ap-
praisal 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 Re-
demption Price per Unit postponed for more than seven calendar days follow-
ing 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 practica-
ble, or (iii) for such other periods as the Securities and Exchange Commis-
sion 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.
A-21
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 inter-
est 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 exe-
cuted 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 author-
ized attorney, together with the payment of $2.00, if required by the Trus-
tee, 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 is-
sued.
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 wind-
ing-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 Spon-
sor. 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
A-22
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 Infor-
mation", may exceed the actual costs of providing portfolio supervisory
services for this Trust, but at no time will the total amount the Sponsor
receives for portfolio supervisory services rendered to all series of the
Dean Witter Select Equity Trust in any calendar year exceed the aggregate
cost to it of supplying such services in such year.
Under the Indenture and Agreement for its services as Trustee,
the Trustee receives the fee set forth under "Summary of Essential Informa-
tion". 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 Ac-
count. 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 De-
partment of Labor or, if no longer published, a similar index. The Trus-
tee, pursuant to normal banking procedures, also receives benefits to the
extent that it holds funds on deposit in various non-interest bearing ac-
counts 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 inter-
ests 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 miscon-
duct on its part or reckless disregard of its obligations and duties, (f)
indemnification of the Sponsor for any losses, liabilities and expenses in-
curred 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 con-
tacting Unit Holders upon termination of the Trust, (h) brokerage commis-
sions or charges incurred in connection with the purchase or sale of Secu-
rities and (i) to the extent lawful, expenses (including legal, auditing
A-23
and printing expenses) of maintaining registration or qualification of the
Units and/or the Trust under Federal or state securities laws so long as
the Sponsor is maintaining a market for the Units. The accounts of the
Trust shall be audited not less frequently than annually by independent
certified public accountants designated by the Sponsor, and the report of
such accountants will be furnished by the Trustee to Unit Holders upon re-
quest. 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 in-
spection 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 Secu-
rities 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, in-
cluding return of investment and gain and amounts received upon the sale,
pursuant to the Indenture and Agreement, of rights to purchase other Secu-
rities distributed in respect of the Securities in the Portfolio, are cred-
ited to a Principal Account. A distribution to a Unit Holder as of a Rec-
ord Date will be made on the following Distribution Date or shortly there-
A-24
after and shall consist of such Holder's pro rata share of the distribut-
able 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 dis-
tributed 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 Ac-
counts, 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 cre-
ated 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 occur-
rence of a stock dividend, a stock split, merger, reorganization or a simi-
lar 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 provi-
sions 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 mate-
rially 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 detri-
mental to the interests of the Unit Holders or if the disposition of such
Securities is desirable in order to maintain the qualification of the Trust
as a regulated investment company under the Code. If a failure to declare
or pay cash dividends on any of the Securities occurs and if the Sponsor
does not, within 30 days after notification, instruct the Trustee to sell
or hold such Securities, the Indenture provides that the Trustee shall
promptly sell such Securities.
The Sponsor is authorized to instruct the Trustee to reinvest the
proceeds of the redemption or sale of any of the Securities in substitute
Securities. Moneys held in the Trust to cover the purchase of Securities
pursuant to contracts which have failed, may be also reinvested in substi-
tute Securities. The substitute Securities must satisfy certain conditions
specified in the Indenture including requirements that the substitute secu-
rities shall be selected by the Sponsor from a list of securities main-
tained 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 ac-
ceptable for acquisition by the Trust. The purchase price thereof may not
A-25
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 admin-
istrative 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 In-
denture 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 In-
formation".
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting rights with re-
spect 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, includ-
ing 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 fur-
nish to each person who at any time during such calendar year was a Unit
Holder of record a statement setting forth:
1. As to the Income and Principal Accounts:
(a) the amount of income received on the Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or other governmen-
tal charges, if any, and fees and expenses of the Spon-
sor, 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 deduc-
tions expressed both as a total dollar amount and as a
A-26
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 in-
consistent with any other provision contained therein; (b) to change any
provision thereof as may be required by the Securities and Exchange Commis-
sion 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 un-
der the Code or to prevent the applicability of the 4% excise tax imposed
by Section 4982 of the Code; or (d) to make such other provision in regard
to matters or questions arising thereunder as shall not adversely affect
the interest of the Unit Holders; provided, that the Indenture and Agree-
ment 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 provi-
sions 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 Addi-
tional 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 addi-
tion to or in substitution for any of the Securities except in the manner
A-27
permitted by the Trust Indenture as in effect on the date of the first de-
posit of Securities or permit the Trustee to engage in business or invest-
ment activities not specifically authorized in the Indenture and Agreement
as originally adopted.
Termination
The Indenture and Agreement provides that the Trust will be liq-
uidated during the Liquidation Period as set forth under "Summary of Essen-
tial Information", herein, and terminated at the end of such period. Addi-
tionally, 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 distri-
butions (that is, their pro rata distributions realized from the sale of
Portfolio Securities plus any other Trust assets, less Trust expenses) ac-
cording 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.
Cash or "In Kind" Distributions. Unit Holders holding less than
25,000 Units will receive distributions in respect of their Units at termi-
nation solely in cash. Unit Holders holding at least 25,000 Units may in-
dicate to the Trustee that they wish to receive termination distributions
"in kind", by returning to the Trustee properly completed Election Instruc-
tions 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 under-
lying 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 follow-
ing the In-Kind Distribution Date. Since the Trust is not managed, Securi-
ties 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 Liq-
uidation 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
A-28
Unit Holders. The Sponsor believes that gradual liquidation of Securities
during the Liquidation Period may mitigate negative market price conse-
quences stemming from the trading of large volumes of Securities over a
short period of time. There can be no assurance, however, that such proce-
dures 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 Cer-
tificate after due notice of such termination, such Unit Holder's pro rata
share in the Income and Principal Accounts. The sale of Securities in the
Trust upon termination may result in a lower amount than might otherwise be
realized if such sale were not required at such time. For this reason,
among others, the amount realized by a Unit Holder upon termination may be
less than the amount paid by such Unit Holder for Units.
RESIGNATION, REMOVAL AND LIABILITY
Regarding the Trustee
The Trustee shall be under no liability for any action taken in
good faith in reliance on prima facie properly executed documents or for
the disposition of monies or Securities in the Trust, nor shall the Trustee
be liable or responsible in any way for depreciation or loss incurred by
reason of the disposition of any Securities by the Trustee. However, the
Trustee shall be liable for wilful misfeasance, bad faith or gross negli-
gence in the performance of its duties or by reason of its reckless disre-
gard 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, wil-
ful 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 instru-
ment 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 re-
ceiving such notice the Sponsor will use its best efforts to appoint a suc-
cessor Trustee promptly. If the Trustee becomes incapable of acting or be-
comes bankrupt or its affairs are taken over by public authorities, or if
the Trustee has materially failed to perform its duties under the Indenture
A-29
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 pro-
vided 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 ap-
pointment, the retiring Trustee may apply to a court of competent jurisdic-
tion for the appointment of a successor. The resignation or removal of a
Trustee becomes effective only when the successor Trustee accepts its ap-
pointment as such or when a court of competent jurisdiction appoints a suc-
cessor Trustee.
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust or to Unit
Holders for taking any action or for refraining from any action in good
faith or for errors in judgment. Nor shall the Sponsor be liable or re-
sponsible 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 be-
come 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 ex-
ceeding 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 ac-
tion.
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organ-
ized under the laws of the State of Delaware and is a principal operating
subsidiary of Morgan Stanley, Dean Witter, Discover & Co. ("DWDC"), a pub-
licly-held corporation. On May 31, 1997, Dean Witter, Discover & Co., Dean
Witter's former Parent company and Morgan Stanley Group Inc. merged to form
MSDWD. Dean Witter is a financial services company that provides to its
individual, corporate, and institutional clients services as a broker in
securities and commodities, a dealer in corporate, municipal, and govern-
ment 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 Ex-
change, the Commodity Exchange Inc., and other major commodities exchanges.
Dean Witter is currently servicing its clients through a network of ap-
A-30
proximately 390 domestic and international offices with approximately 9,430
account executives servicing individual and institutional client accounts.
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 invest-
ment 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 admini-
stration 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 corpora-
tion, 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 Prospec-
tus, and are included in reliance upon such report given upon the authority
of that firm as experts in accounting and auditing.
A-31
<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, 1997, and the related
statements of operations and changes in net assets for the years ended
June 30, 1997, 1996 and 1995. 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,
1997 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, 1997, and
the results of its operations and the changes in its net assets for the
years ended June 30, 1997, 1996 and 1995 and in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
August 25, 1997
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
TRUST PROPERTY
Investments in securities at market value (cost
$126,674,302) (Note (a) and Schedule of Portfolio
Securities Notes (1) and (2)) $188,444,550
Accrued dividend receivable 767,875
Receivable from Broker 483,173
Cash 339,360
Total 190,034,958
LIABILITY AND NET ASSETS
Less Liability:
Payable to Unitholders 484,967
Net Assets:
Balance applicable to 128,418,440 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, plus net unrealized market
appreciation of $61,770,248 $188,444,550
Undistributed principal and net
investment income (Note (b)) 1,105,441
Net assets $189,549,991
Net asset value per Unit ($189,549,991 divided
by 128,418,440 Units) $1.4760
See notes to financial statements
F-2
<PAGE>
STATEMENTS OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
For the years ended June 30,
1997 1996 1995
Investment income - dividends $ 5,836,242 $ 7,237,505 $ 8,892,295
Less Expenses:
Trustee's fees and expenses 215,990 205,638 224,271
Sponsor's fees 34,946 42,125 56,068
Total expenses 250,936 247,763 280,339
Investment income - net 5,585,306 6,989,742 8,611,956
Net gain (loss) on
investments:
Realized gain (loss)
on securities
sold or redeemed 11,718,837 5,622,054 (736,025)
Net unrealized market
appreciation 20,407,304 33,253,395 24,522,720
Net gain on
investments 32,126,141 38,875,449 23,786,695
Net increase in net assets
resulting from operations $37,711,447 $45,865,191 $32,398,651
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 years ended June 30,
1997 1996 1995
Operations:
Investment income - net $ 5,585,306 $ 6,989,742 $ 8,611,956
Realized gain (loss) on
securities sold or redeemed 11,718,837 5,622,054 (736,025)
Net unrealized market
appreciation 20,407,304 33,253,395 24,522,720
Net increase in net
assets resulting
from operations 37,711,447 45,865,191 32,398,651
Less Distributions to
Unit Holders:
Principal (7,899,451) (3,200,538) -
Investment income - net (5,334,838) (7,386,292) (7,920,724)
Total distributions (13,234,289) (10,586,830) (7,920,724)
Less Capital Share Transactions:
Creation of 6,000,000 Units,
5,250,000 Units and 2,500,000
Units, respectively 7,984,861 6,418,383 2,503,362
Redemption of 34,191,973
Units, 38,388,972 Units
and 49,000,605 Units,
respectively (44,461,689) (45,191,153) (50,041,301)
Accrued dividend on redemption (263,307) (306,511) (403,304)
Total capital share
transactions (36,740,135) (39,079,281) (47,941,243)
Net decrease in net assets (12,262,977) (3,800,920) (23,463,316)
Net assets:
Beginning of year (Note (c)) 201,812,968 205,613,888 229,077,204
End of year (including
undistributed principal
and net investment
income of $1,105,441,
$1,114,402 and
$1,720,269, respec-
tively) $189,549,991 $201,812,968 $205,613,888
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. 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, 1997
(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, 1997 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 265,550,197
Net unrealized market appreciation 61,770,248
Cost of securities sold or redeemed (139,349,096)
Net amount applicable to investors $188,444,550
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each period:
For the years ended June 30,
1997 1996 1995
Net investment
income distribu-
tion during year $ .0382 $ .0436 $ .0355
Principal
distribution
during year $ .0572 $ .0193 $ -
Net asset value
at end of year $ 1.4760 $ 1.2886 $ 1.0836
Trust Units out-
standing at
end of year 128,418,440 156,610,413 189,749,385
F-7
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
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 <F3><F4>
<S> <C> <C> <C> <C> <C>
1. ALA Alcatel Alsthom <F7> 43,524 $25.5000 0.583% $ 1,098,981
2. AT ALLTEL Corporation 164,351 33.4375 2.916 5,495,487
3. T AT&T Corp. <F8> 14,744 35.0625 0.274 516,962
4. AIT Ameritech Corp. 145,015 67.9375 5.228 9,851,957
5. ANDW Andrew Corp. <F8> 176,767 28.1250 2.638 4,971,572
6. BCE BCE, Inc. <F8> 396,357 28.0000 5.889 11,097,996
7. BEL Bell Atlantic Corporation 89,430 75.8750 3.601 6,785,501
8. BLS BellSouth Corp. 241,699 46.3750 5.948 11,208,791
9. BTY British Telecommunications PLC <F5><F7> 67,683 74.2500 2.667 5,025,463
10. CWP Cable & Wireless PLC <F7> 54,145 27.9375 0.803 1,512,676
11. CTL Century Telephone Enterprises, Inc. 32,406 33.6875 0.579 1,091,677
12. CSN Cincinnati Bell, Inc. <F8> 401,214 31.5000 6.707 12,638,241
13. CZNB Citizens Utilities Company, Class B <F8> 81,995 8.0000 0.348 655,960
14. CQ COMSAT Corporation <F8> 32,134 23.8125 0.406 765,191
15. DEC Digital Equipment Corp. 25,138 35.4375 0.473 890,828
16. ERICY Ericcson Telephone Company Inc.,
AB <F6><F7> 86,027 39.3750 1.798 3,387,313
17. GTE GTE Corporation 169,188 43.8750 3.939 7,423,124
18. TV Grupo Televisa 25,360 30.3750 0.409 770,310
19. HKT Hong Kong Telecommunications Ltd. <F7> 362,526 23.3750 4.497 8,474,045
20. INTC Intel Corp. <F6> 37,218 141.8120 2.801 5,277,959
21. MCIC MCI Communications Corp. <F6> 33,109 38.2813 0.673 1,267,456
22. NYN NYNEX Corp. 149,850 57.6250 4.582 8,635,106
23. FRO Frontier Corp. (formerly Rochester
Telephone Corporation) 193,346 19.9375 2.046 3,854,836
24. SFA Scientific-Atlanta, Inc. 65,654 21.8750 0.762 1,436,181
25. SNG Southern New England Telecommunica-
tions Corp. 193,346 38.8750 3.989 7,516,325
26. SBC SBC Communications Inc. (formerly
Southwestern Bell Corp.) <F8> 170,938 61.8750 5.613 10,576,789
27. FON Sprint Corp. 27,575 52.6250 0.770 1,451,134
28. TCAT TCA Cable TV, Inc. 44,962 37.6250 0.898 1,691,695
29. TBR Telebras-Telecommunications Brasil,
S.A.<F6><F7> 31,173 151.7500 2.510 4,730,503
30. NZT Telecom Corporation of New Zealand Ltd.
<F7><F8> 222,357 40.7500 4.808 9,061,048
F-8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
(CONTINUED)
June 30, 1997
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 (1)(2)
<S> <C> <C> <C> <C> <C>
31. TEF Telefonica de Espana, S.A. <F7> 137,779 $86.2500 6.306% $ 11,883,439
32. CTC Co. de Telecom Chile <F7><F8> 59,682 33.0000 1.045 1,969,506
33. TMX Telefonos de Mexico, S.A. <F7> 20,803 47.7500 0.527 993,343
34. TDS Telephone & Data Systems, Inc. 20,803 37.9375 0.419 789,214
35. TWX Time Warner Inc. 25,632 48.2500 0.656 1,236,744
36. USW U.S. West Communications Group 108,772 37.6875 2.175 4,099,345
37. VOD Vodaphone Group PLC<F7> 42,707 48.4375 1.098 2,068,620
38. WMB (The) Williams Companies <F8> 53,689 43.7500 1.246 2,348,894
39. ATI Airtouch Communications 101,505 27.3750 1.475 2,778,700
40. BSTN Boston Technologies 49,866 29.5625 0.782 1,474,164
41. MOT Motorola 12,123 76.0000 0.489 921,348
42. XO-W 360 Degree Communications Corp. 9,289 17.2500 0.085 160,235
43. UMG U.S. West Media Group 108,761 20.2500 1.169 2,202,410
44. ALNT Aliant Communications Inc.
(formerly Lincoln Telecommunications Ltd.) 299,682 19.5000 3.101 5,843,799
45. LU Lucent Tech. <F8> 4,763 72.0625 0.182 343,233
46. NCR National Cash Register <F8> 912 29.7500 0.014 27,132
47. GOAL Ascent Entertainment <F8> 15,706 9.1250 0.076 143,317
$188,444,550
See notes to schedule of portfolio securities
F-9
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
<F3> 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, 1997.
<F4> At June 30, 1997, the net unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $64,351,497
Gross unrealized market depreciation (2,581,249)
Net unrealized market appreciation $61,770,248
The aggregate cost of the Securities for Federal income tax purposes
was $126,674,302 at June 30, 1997.
<F5> Dean Witter Reynolds Inc. was manager or co-manager of an offering
of securities of this company within the past three years.
<F6> Dean Witter Reynolds Inc. makes a market in this security.
<F7> Shares represented by American Depository Receipts.
<F8> A three-for-two stock split for Andrew Corp. was declared on
February 11, 1997 for stockholders of record on February 25, 1997.
A two-for-one stock split for BCE Inc. was declared on April 10,
1997 for stockholders of record on May 14, 1997.
A two-for-one stock split for Cincinnati Bell Inc. was declared on
February 3, 1997 for stockholders of record on May 2, 1997.
Citizens Utilities Company, Class B declared a 1.6% stock dividend
on August 20, 1996, November 20, 1996, February 18, 1997 and
May 22, 1997 for stockholders of record on September 3, 1996,
December 2, 1996, March 1, 1997 and June 2, 1997, respectively.
COMSAT Corporation distributed .4888 shares of Ascent Entertainment
Group, Inc. for each common share of COMSAT Corporation for
stockholders of record on June 19, 1997.
AT&T distributed .0625 shares of National Cash Register and .324084
shares of Lucent Technologies Inc. for each common share of AT&T
for stockholders of record date December 13, 1996 and September 17,
1996, respectively.
Effective April 1, 1997, Pacific Telesis Group became a wholly-owned
subsidiary of SBC Communications Inc. Each share of Pacific
Telesis Group was deemed to represent .73145 share of SBC
Communications Inc.
F-10
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES 1
June 30, 1997
A two-for-one stock split for Telecom Corporation of New Zealand
Ltd. was declared on March 25, 1997 for stockholders of record on
April 1, 1997.
A seventeen-for-four stock split for Co. de Telecom Chile was
declared on January 1, 1997 for stockholders of record of
January 2, 1997.
A three-for-two stock split for Williams Co. was declared on
November 21, 1996 for stockholders of record on December 6, 1996.
F-11
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.
CONSENT OF COUNSEL
The consents of Counsel to the use of their names in the Prospec-
tus included in this Registration Statement are contained in their opinions
filed as EX-5 to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
of the registrants, Dean Witter Select Equity Trust, Telecommunications
Portfolio Series 1, certifies that it meets all of the requirements for ef-
fectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Post-Effective Amend-
ment No. 4 to the Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, all in The City of New York and
State of New York on the 4th day of September, 1997.
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. 4 to the Registration Statement has been
signed on behalf of Dean Witter Reynolds Inc., the Depositor, by the fol-
lowing 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 4th day of September, 1997.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief )
Executive Officer )
and Directora )
By:Thomas Hines
Thomas Hines
Attorney-in-fact*
a Executed copies of the Powers of Attorney filed by a majority of the
Board of Directors of Dean Witter Reynolds Inc. have been previously
filed.
Name Office
Richard M. DeMartini Director ***
Robert J. Dwyer Director***
Christine A. Edwards Director***
James F. Higgins Director***
Charles A.Fiumefreddo Director**
Mitchell M. Merin Director*
Stephen R. Miller Director***
Richard F Powers III Director*
Philip J. Purcell Director***
Thomas C. Schneider Director**
William B. Smith Director**
* Executed copies of the Powers of Attorney have been filed with the Se-
curities and Exchange Commission in connection with Amendment No. 1 to
the Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 97-1, File No. 333-16839.
** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with Amendment No. 1 to the
Registration Statement on Form S-6 for Dean Witter Select Equity
Trust, Select 10 Industrial Portfolio 96-4, File No. 333-10499.
*** Executed copies of Powers of Attorney have been filed with the Securi-
ties and Exchange Commission in connection with the Registration
Statement on Form S-6 for Dean Witter Select Equity Trust, Select 10
International Series 95-1, File No. 33-56389.
Exhibit 23.1b.
Exhibit 27.
FINANCIAL DATA SCHEDULE
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated August 25, 1997, 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 4, 1997
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR DEAN WITTER SELECT
EQUITY TRUST TELECOMMUNICATIONS PORTFOLIO
SERIES 1 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT EQUITY TRUST
TELECOMMUNICATIONS PORTFOLIO SERIES
<NUMBER> 1
<MULTIPLIER> 1
<FISCAL-YEAR-END> Jun-30-1997
<PERIOD-START> Jul-1-1996
<PERIOD-END> Jun-30-1997
<PERIOD-TYPE> YEAR
<INVESTMENTS-AT-COST> 126,674,302
<INVESTMENTS-AT-VALUE> 188,444,550
<RECEIVABLES> 1,251,048
<ASSETS-OTHER> 339,360
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 190,034,958
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 484,967
<TOTAL-LIABILITIES> 484,967
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 126,671,945
<SHARES-COMMON-STOCK> 128,418,440
<SHARES-COMMON-PRIOR> 156,610,413
<ACCUMULATED-NII-CURRENT> 1,109,865
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 61,770,248
<NET-ASSETS> 189,549,991
<DIVIDEND-INCOME> 5,836,242
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 250,936
<NET-INVESTMENT-INCOME> 5,585,306
<REALIZED-GAINS-CURRENT> 11,718,837
<APPREC-INCREASE-CURRENT> 20,407,304
<NET-CHANGE-FROM-OPS> 32,126,141
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 5,334,838
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 7,899,451
<NUMBER-OF-SHARES-SOLD> 6,000,000
<NUMBER-OF-SHARES-REDEEMED> 34,151,973
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 12,262,977
<ACCUMULATED-NII-PRIOR> 1,034,450
<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
<PAGE>
</TABLE>
