<PAGE>
Bank Stock Portfolio Series 2
File No. 33-55217
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive
office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
Mr. Michael D. Browne
Dean Witter Reynolds Inc.
Unit Trust Department
Two World Trade Center, 59th Floor
New York, New York 10048
Copy to:
Kenneth W. Orce, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
The Registrant has registered an indefinite number of
Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940,
as amended. On February 27, 1995, the Registrant
filed the Rule 24f-2 Notice for its most recent
fiscal year.
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. a. Name of Trust Front Cover
b. Title of securities issued
2. Name and address of Depositor Table of Contents
3. Name and address of Trustee Table of Contents
4. Name and address of principal Table of Contents
Underwriter
5. Organization of Trust Introduction
6. Execution and termination of Introduction;
Trust Agreement Administration of the
Trust-Termination
7. Changes of name <F30>
8. Fiscal Year Included in Form N-8B-2
9. Litigation <F30>
II. General Description of the Trust
and Securities of the Trust
10. General Information regarding
Trust's Securities and Rights
of Holders
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
a. Type of Securities Rights of Unit Holders-
(Registered or Bearer) Unit Holders
b. Type of Securities Administration of the
(Cumulative or Trust-Distribution
Distributive)
c. Rights of Holders as to Rights of Unit Holders-
withdrawal or redemption Unit Holders; Redemption;
Public Offering of Units-
Secondary Market;
Exchange Option
d. Rights of Holders as to Public Offering of
conversion, transfer, Units-Secondary Market;
partial redemption and Exchange Option;
similar matters Redemption; Rights of
Unit Holders-Unit Holders
e. Lapses or defaults with <F30>
respect to periodic payment
plan certificates
f. Voting rights as to Rights of Unit Holders-
Securities under the Certain Limitations;
Indenture Administration of the
Trust-Amendment;
-Termination
g. Notice to Holders as to
change in:
1. Composition of Assets Administration of the
of Trust Trust-Reports to Unit
Holders; -Portfolio
Supervision; The
Trust-Summary Description
of the Portfolio
2. Terms and Conditions Administration of the
of Trust's Securities Trust-Amendment
3. Provisions of Trust Administration of the
Trust-Amendment
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
4. Identity of Depositor Miscellaneous-
and Trustee Sponsor; -Trustee
h. Consent of Security Holders
required to change:
1. Composition of assets Administration of the
of Trust Trust-Amendment
2. Terms and conditions Administration of the
of Trust's Securities Trust-Amendment
3. Provisions of Indenture Administration of the
Trust-Amendment
4. Identity of Depositor <F30>
and Trustee
11. Type of securities comprising The Trust-Summary
units Description of the
Portfolio; -Special
Considerations;
-Objectives and
Securities Selection
12. Type of securities comprising <F30>
periodic payment certificates
13. a. Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering of Units-Public
Offering Price; -Profit
of Sponsor; -Volume
Discount; Exchange
Option; Expenses and
Charges
b. Certain information <F30>
regarding periodic payment
certificates
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
c. Certain percentages Summary of Essential
Information; Public
Offering of Units-Public
Offering Price;-Profit of
Sponsor;-Volume Discount;
Exchange Option
d. Price differentials Public Offering of Units-
Public Offering Price
e. Certain other loads, Rights of Unit Holders-
fees, expenses, etc. Unit Holders
payable by holders
f. Certain profits receivable Public Offering of Units-
by depositor, principal Profit of Sponsor
underwriters, trustee or
affiliated persons
g. Ratio of annual charges <F30>
to income
14. Issuance of trust's securities Introduction; Rights of
Unit Holders-Unit Holders
15. Receipt and handling of Public Offering of Units-
payments from purchasers Profit of Sponsor
16. Acquisition and disposition Introduction;
of underlying securities Administration of the
Trust-Amendment;
-Termination; The
Trust-Summary Description
of the Portfolio;
-Objectives and
Securities Selection
17. Withdrawal or redemption Redemption; Public
Offering of
Units-Secondary Market;
Exchange Option; Rights
of Unit Holders
18. a. Receipt and disposition Administration of the
of income Trust; Reinvestment
Program
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Reinvestment of Reinvestment Program
distributions
c. Reserves or special fund Administration of the
Trust-Distribution
d. Schedule of distribution <F30>
19. Records, accounts and report Administration of the
Trust-Records and
Accounts; -Reports to
Unit Holders
20. Certain miscellaneous Administration of the
provisions of the trust Trust-Amendment;
agreement -Termination;
Resignation, Removal and
Liability-Regarding the
Trustee;-Regarding the
Sponsor
21. Loans to security holders <F30>
22. Limitations on liability of Resignation, Removal and
depositor, trustee, custodian Liability
etc.
23. Bonding arrangements Included on Form N-8B-2
24. Other material provisions of <F30>
trust agreement
III. Organization Personnel and
Affiliated Persons of Depositor
25. Organization of Depositor Miscellaneous-Sponsor
26. Fees received by Depositor Expenses and
Charges-Fees; Public
Offering of Units-Profit
of Sponsor
27. Business of Depositor Miscellaneous-Sponsor;
and Included in Form
N-8B-2
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
28. Certain information as to Included in Form N-8B-2
officials and affiliated
persons of Depositor
29. Voting securities of Depositor Included in Form N-8B-2
30. Persons controlling Depositor <F30>
31. Compensation of Officers and <F30>
Directors of Depositor
32. Compensation of Directors of <F30>
Depositor
33. Compensation of employees of <F30>
Depositor
34. Remuneration of other <F30>
persons for certain services
rendered to trust
IV. Distribution and Redemption of Securities
35. Distribution of trust's Public Offering of Units-
securities by states Public Distribution
36. Suspension of sales of <F30>
trust's securities
37. Revocation of authority to <F30>
distribute
38. a. Method of distribution Public Offering of Units
b. Underwriting agreements
c. Selling agreements
39. a. Organization of principal Miscellaneous-Sponsor
underwriter
b. N.A.S.D. membership of
principal underwriter
40. Certain fees received by Public Offering of Units-
principal underwriter Profit of Sponsor
41. a. Business of principal Miscellaneous-Sponsor
underwriter
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
b. Branch officers of principal <F30>
underwriter
c. Salesman of principal <F30>
underwriter
42. Ownership of trust's securities <F30>
by certain persons
43. Certain brokerage commissions <F30>
received by principal underwriter
44. a. Method of valuation Public Offering of Units-
Public Offering Price;
-Secondary Market
b. Schedule as to offering <F30>
price
c. Variation in offering Public Offering of Units-
price to certain persons Volume Discount; Exchange
Option
45. Suspension of redemption rights <F30>
46. a. Redemption valuation Public Offering of Units-
Secondary Market;
Redemption-Right of
Redemption; -Computation
of Redemption Value
b. Schedule as to redemption <F30>
price
47. Maintenance of position in See items 10(d), 44 and
underlying securities 46
V. Information concerning the Trustee or Custodian
48. Organization and regulation Miscellaneous-Trustee
of Trustee
49. Fees and expenses of Trustee Expenses and Charges
50. Trustee's lien Expenses and Charges
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
VI. Information concerning Insurance
of Holders of Securities
51. a. Name and address of <F30>
Insurance Company
b. Type of policies <F30>
c. Type of risks insured and <F30>
excluded
d. Coverage of policies <F30>
e. Beneficiaries of policies <F30>
f. Terms and manner of <F30>
cancellation
g. Method of determining <F30>
premiums
h. Amount of aggregate <F30>
premiums paid
i. Persons receiving any part <F30>
of premiums
j. Other material provisions <F30>
of the Trust relating to
insurance
VII. Policy of Registrant
52. a. Method of selecting and Introduction; The Trust-
eliminating securities Objectives and Securities
from the Trust Selection; -Summary
Description of the
Portfolio; Administration
of the Trust-Portfolio
Supervision
b. Elimination of securities <F30>
from the Trust
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
c. Substitution and elimination Introduction; The Trust-
of Securities from the Objectives and Securities
Trust Selection; -Summary
Description of the
Portfolio; Administration
of the Trust-Portfolio
Supervision
d. Description of any <F30>
fundamental policy of the
Trust
53. a) Taxable status of the Tax Status of the Trust
Trust
b) Qualification of the <F30>
Trust as regulated
investment company
VIII. Financial and Statistical Information
54. Information regarding the <F30>
Trust's past ten fiscal years
55. Certain information regarding <F30>
periodic payment plan
certificates
56. Certain information regarding <F30>
periodic payment plan
certificates
57. Certain information regarding <F30>
periodic payment plan
certificates
58. Certain information regarding <F30>
periodic payment plan
certificates
59. Financial statements Statement of Financial
(Instruction 1(c) to Form S-6) Condition
____________________
<F30> Not applicable, answer negative or not required.
<PAGE>
LOGO
DEAN WITTER SELECT EQUITY TRUST
Bank Stock Portfolio Series 2
(A Unit Investment Trust)
This Trust was formed for the purpose of providing capital
appreciation and current income through investment in a fixed
portfolio consisting of publicly traded common stocks issued by
U.S. banks and bank holding companies. The value of the Units
of the Trust will fluctuate with the value of the Portfolio of
underlying Securities. Minimum Purchase: $1,000.
Sponsor: LOGO DEAN WITTER REYNOLDS INC.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Read and retain this Prospectus for future reference.
Units of the Trust are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and the Units are not
federally insured by the Federal Deposit Insurance Corporation,
Federal Reserve Board, or any other agency.
Prospectus dated October 26, 1995
<PAGE>
THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION WITH
RESPECT TO THE INVESTMENT COMPANY SET FORTH IN ITS REGISTRATION
STATEMENT AND EXHIBITS RELATING THERETO WHICH HAVE BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT
OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
TABLE OF CONTENTS
Page
Table of Contents................................................. A-1
Summary of Essential Information.................................. A-3
Introduction...................................................... 1
The Trust......................................................... 4
Risk Factors - Special Considerations....................... 4
Summary Description of the Portfolio........................ 4
Objective and Securities Selection.......................... 8
Distributions............................................... 9
Tax Status of the Trust........................................... 9
Public Offering of Units.......................................... 14
Public Offering Price....................................... 14
Public Distribution......................................... 15
Secondary Market............................................ 16
Profit of Sponsor........................................... 16
Volume Discount............................................. 17
Exchange Option................................................... 18
Reinvestment Program.............................................. 20
Redemption........................................................ 21
Right of Redemption......................................... 21
Computation of Redemption Price............................. 23
Postponement of Redemption.................................. 24
Rights of Unit Holders............................................ 24
Unit Holders................................................ 24
Certain Limitations......................................... 25
Expenses and Charges.............................................. 26
Fees........................................................ 26
Other Charges............................................... 26
Administration of the Trust....................................... 27
Records and Accounts........................................ 27
Distribution................................................ 28
Portfolio Supervision....................................... 28
Voting of the Portfolio Securities.......................... 30
Reports to Unit Holders..................................... 30
Amendment................................................... 31
Termination................................................. 32
A-1
<PAGE>
Page
Resignation, Removal and Liability................................ 33
Regarding the Trustee....................................... 33
Regarding the Sponsor....................................... 34
Miscellaneous..................................................... 35
Sponsor..................................................... 35
Trustee..................................................... 35
Legal Opinions.............................................. 35
Auditors.......................................................... 36
Independent Auditor's Report...................................... F-1
Sponsor:
Dean Witter Reynolds Inc.
2 World Trade Center
New York, New York 10048
Trustee:
The Bank of New York
101 Barclay Street
New York, New York 10286
1-800-545-7255
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THIS INVESTMENT COMPANY NOT
CONTAINED IN THIS PROSPECTUS; AND ANY INFORMATION OR
REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.
A-2
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
As of August 31, 1995
<S> <C>
Number of Units 38,749,921<F4>
Fractional Undivided Interest in Trust Represented by Each Unit 1/38,749,921th
Public Offering Price Per 1,000 Units:
Aggregate Value of Securities in the Trust $45,587,369
Divided by 38,749,921 Units (times 1,000) $ 1,176.45
Plus Sales Charge of 4.25% of Public Offering Price<F1>
(4.439% of net amount invested in Securities) 52.22
Public Offering Price per 1,000 Units 1,228.67
Plus amount per 1,000 Units of Undistributed Principal and Net Investment Income 12.54
Total $ 1,241.21
Sponsor's Repurchase Price per 1,000 Units and Redemption Price per 1,000 Units
(based on the value of the underlying Securities, $52.22 less than the Public Offering
Price per 1,000 Units plus undistributed principal and net investment income) $ 1,188.99
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 February 1, 2000
Liquidation Period Not to exceed 10 business days after the In-Kind
Distribution Date.<F3>
Mandatory Termination Date February 15, 2000
Discretionary Liquidation Amount The Indenture may be terminated by the Sponsor if the
value of the Trust at any time is less than 40% of the
market value of the Securities deposited in the Trust.<F3>
Trustee's Fee (including estimated espenses)<F2> $1.00 per 1,000 Units.
Sponsor's Portfolio Supervision Fee<F2> Maximum of $.25 per 1,000 Units
<FN>
<F1>Volume purchasers of Units are entitled to a reduced sales charge. (See: "Public Offering of Units -
Volume Discount" in Part B of this Prospectus).
<F2>See "Expenses and Charges" in Part B of this Prospectus. The fee accrues daily and is payable on each
Distribution Date. Estimated dividends from the Securities, based on the last dividends actually paid,
are expected by the Sponsor to be sufficient to pay the estimated expenses of the Trust.
<F3>The final distribution will be made within 3 business days following the receipt of proceeds from the
sale of all Portfolio Securities. (See "Administration of Trust - Termination" in Part B
of this Prospectus).
<F4>The number of Units will be increased as the Sponsor deposits additional Securities into the Trust.
(See "Introduction" in Part B of this Prospectus.)
A-3
</TABLE>
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
(Continued)
THE TRUST -- The Dean Witter Select Equity Trust,
Bank Stock Portfolio Series 2 (the "Trust") is a unit
investment trust composed of publicly traded common stocks or
contracts to purchase such stocks (the "Securities"). The
objectives of the Trust are to provide capital appreciation and
current income through an investment for approximately five
years from the initial Date of Deposit in a fixed portfolio
consisting of 37 publicly traded common stocks issued by U.S.
banks and bank holding companies. The Securities may
appreciate or depreciate in value (or pay dividends) depending
on the full range of economic and market influences affecting
corporate profitability, the financial condition of issuers,
the prices of equity securities in general and the Securities
in particular and with changes in both domestic and
international economic and political conditions. Therefore,
there is no guarantee that the objectives of the Trust will be
achieved. After the initial Date of Deposit, the Sponsor may,
under the Indenture and Agreement (as hereinafter defined),
deposit additional Securities which may result in a
corresponding increase in the number of Units outstanding.
TERMINATION -- The Trust will terminate approximately
five years after the initial Date of Deposit regardless of
market conditions at that time. Prior to termination of the
Trust, the Trustee will begin to sell the Securities held in
the Trust over a period not to exceed 10 consecutive business
days (the "Liquidation Period"). Monies received upon such
sale of Securities will be held uninvested in non-interest
bearing accounts created by the Indenture until distributed pro
rata to Unit Holders on or about February 15, 2000 and will be
of benefit to the Trustee during such period. During the life
of the Trust, Securities will not be disposed of solely as a
result of normal fluctuations in market value. Because the
Trust is not managed and the Securities can only be sold during
the Liquidation Period or under certain other limited
circumstances described herein, the proceeds received from the
sale of Securities may be less than could be obtained if the
sale had taken place at a different time. Depending on the
volume of Securities sold and the prices of and demand for
Securities at the time of such sale, the sales of Securities
from the Trust may tend to depress the market prices of such
Securities and hence the value of the Units, thus reducing
termination proceeds available to Unit Holders. In order to
mitigate potential adverse price consequences of heavy volume
trading in the Securities taking place over a short period of
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
A-4
<PAGE>
to exceed the Liquidation Period. The Sponsor can give no
assurance, however, that such procedures will mitigate negative
price consequences or provide a better price for such
Securities. The Trust may terminate earlier than on the
Mandatory Termination Date if the value of the Trust is less
than the Discretionary Liquidation Amount set forth herein.
(See: "Administration of the Trust -- Termination".)
DISTRIBUTIONS -- The Trustee will distribute any
dividends and any proceeds from the disposition of Securities
not used for redemption of Units or purchase of substitute
securities received by the Trust on each Distribution Date to
holders of record on the next preceding Record Date. Upon
termination of the Trust, the Trustee will distribute to each
Unit Holder of record his pro rata share of the Trust's assets,
less expenses. The sale of Securities in the Trust in the
period prior to termination and upon termination may result in
a lower amount than might otherwise be realized if such sale
were not required at such time due to impending or actual
termination of the Trust. For this reason, among others, the
amount realized by a Unit Holder upon termination may be less
than the amount paid by such Unit Holder. (See:
"Administration of the Trust -- Distribution".)
The Sponsor anticipates that, based upon the last
dividends actually paid by the companies listed in the
"Schedule of Portfolio Securities", dividends from the
Securities will be sufficient (i) to pay expenses of the Trust
and (ii) after such payment, to make distributions to Unit
Holders as described herein. (See: "Expenses and Charges" and
"Administration of the Trust -- Distribution".)
PUBLIC OFFERING PRICE -- The Public Offering Price
per Unit is computed on the basis of the aggregate evaluation
of the underlying Securities next computed after receipt of a
purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding, plus a sales charge of 4.439% of
such evaluation per Unit (the net amount invested); this
results in a sales charge of 4.25% of the Public Offering
Price. The sales charge of 4.25% will decline over the life of
the Trust in the manner described below. On September 28,
1997, the sales charge will decline to 3.00% (3.093% of the net
amount invested); on September 28, 1998, it will decline to
2.50% (2.564% of the net amount invested); and on September 28,
1999 it will decline to 1.50% (1.533% of the net amount
invested). The sales charge is reduced on a graduated scale
for sales involving at least $25,000. (See: "Public Offering
of Units -- Volume Discount".)
MARKET FOR UNITS -- The Sponsor, though not obligated
to do so, intends to maintain a market for the Units. If such
market is not maintained, a Unit Holder will be able to dispose
A-5
<PAGE>
of its Units through redemption at prices based on the
aggregate market value of the underlying Securities. (See:
"Redemption".) Market conditions may cause such prices to be
greater or less than the amount paid for Units.
RISK FACTORS - SPECIAL CONSIDERATIONS -- An
investment in Units of the Trust should be made with an
understanding of the risks inherent in an investment in common
stocks, including risks associated with the limited rights of
holders of equity securities to receive payments from issuers;
such rights are inferior to those of creditors and holders of
debt obligations. Holders of common stock have the right to
receive dividends only when, as and if such dividends are
declared by the issuer's board of directors. Holders of
preferred stocks have the right to receive dividends at a fixed
rate when and as declared by the issuer's board of directors,
normally on a cumulative basis, but do not ordinarily
participate in other amounts available for distribution by the
issuing corporation. Investors should also be aware that the
value of the underlying Securities in the Portfolio may
fluctuate in accordance with changes in the value of common
stocks generally, changes in the financial condition of the
issuers of the Securities, changes in the industries
represented in the Portfolio and changes in economic and
political conditions affecting the issuers of the Securities.
SPECIAL CHARACTERISTICS OF THE TRUST - The Banking
Industry - The Sponsor is offering this series of the Dean
Witter Select Equity Trust in order to take advantage of the
attractive potential for capital appreciation and dividend
yield that the securities of the U.S. banks and bank holding
companies included in the Portfolio of the Trust offer. The
Sponsor has identified the banking industry in general, and the
Securities in the Portfolio of the Trust in particular, as
offering the potential for capital appreciation and current
income over the life of the Trust based on the following
factors: improving quality of assets and earnings trends, the
attractive dividend yield and the potential for growth, the
potential for increased consolidation in the industry and
potential benefits from reduced regulation of the banking
industry including, the easing or elimination of federal or
state restrictions on interstate banking and engaging in
certain securities activities. There can be no assurance,
however, that any of the foregoing trends or factors will
develop or continue, or that if they develop or continue, will
have the beneficial effects that the Sponsor anticipates.
Securities Selection - The Securities of U.S. banks
and bank holding companies included in this series of the Dean
Witter Select Equity Trust were screened and selected by the
Sponsor's Unit Trust Research Department after a thorough
screening and analysis of a number of factors including: (i)
A-6
<PAGE>
market capitalization and asset size; (ii) dividend yield;
(iii) price to earnings ratio; (iv) fundamental economic and
business characteristics; (v) technical analysis; (vi)
geographic diversification and (vii) the identification of
special situations.
There are certain risks involved in investing in the
Trust due to its concentration in stocks of one industry. The
Trust's concentration in securities of a single industry sector
means that the Trust's performance is closely related to the
specific industry conditions as well as general market
conditions experienced in all sectors of the economy as a
whole. As a result, changes in the economic conditions
affecting the selected sector will tend to have a greater
impact on the value of Units of this Trust than on units of
trusts which invest in a broader based portfolio of stocks.
These factors may tend to make the value of Trust Units more
volatile than other investments.
The Sponsor may deposit additional Securities which
were originally selected through this process following the
initial Date of Deposit. The Trust will continue to hold
Securities so selected during the life of the Trust unless
disposed of for the reasons set forth in "Administration of the
Trust -- Portfolio Supervision", and the Sponsor may continue
to create, sell and maintain a secondary market for, Units of
the Trust even through Dean Witter's evaluation of the
attractiveness of the Securities may have changed subsequent to
the Date of Deposit.
Portfolio Characteristics - The Portfolio of the
Trust consists of 37 issues of Securities, all of which are
common stocks.
On September 28, 1995, the aggregate market value of
the Securities in the Trust was $59,458,669.00.
MINIMUM PURCHASE -- $1,000.
A-7
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
_________________________
INTRODUCTION
This series of the Dean Witter Select Equity Trust
(the "Trust") was created on September 27, 1994 under the laws
of the State of New York pursuant to a Trust Indenture and
Agreement (the "Indenture") and a related Reference Trust
Agreement (the "Agreement") (collectively, the "Indenture and
Agreement")<F31> between Dean Witter Reynolds Inc. (the "Sponsor")
and The Bank of New York (the "Trustee"). The Sponsor is a
principal operating subsidiary of Dean Witter, Discover & Co.
("DWDC"), a publicly-held corporation. (See: "Miscellaneous
- -- Sponsor", herein.) The objectives of the Trust are capital
appreciation and current income through an investment for
approximately five years from the initial Date of Deposit in a
portfolio consisting of publicly traded common stocks of U.S.
banks and bank holding companies. There is, of course, no
assurance that these objectives will be met.
On the date of creation of the Trust (the "Date of
Deposit"), the Sponsor deposited with the Trustee certain
securities and contracts and funds (represented by irrevocable
letter(s) of credit issued by major commercial bank(s)) for the
purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as
determined by the Trustee as of the Date of Deposit. (See:
"Schedule of Portfolio Securities", herein.) The Trust was
created simultaneously with the deposit of the Securities with
the Trustee and the execution of the Indenture and Agreement.
The Trustee then immediately delivered to the Sponsor a
certificate of beneficial interest (the "Certificate")
representing the units (the "Units") comprising the entire
ownership of the Trust. Through this prospectus (the
"Prospectus"), the Sponsor is offering the Units, including
Additional Units, as defined below, for sale to the public.
The holders of Certificates (the "Unit Holders") will have the
right to have their Units redeemed at a price based on the
market value of the Securities (the "Redemption Price") if they
cannot be sold in the secondary market which the Sponsor,
although not obligated to, proposes to maintain. In addition,
the Sponsor may offer for sale, through this Prospectus, Units
___________________
<F31> Reference is hereby made to said Indenture and Agreement and any
statements contained herein are qualified in their entirety by the
provisions of said Indenture and Agreement.
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which the Sponsor may have repurchased in the secondary market
or upon the tender of such Units for redemption. The Trustee
has not participated in the selection of Securities for the
Trust, and neither the Sponsor nor the Trustee will be liable
in any way for any default, failure or defect in any
Securities.
With the deposit of the Securities in the Trust on
the Date of Deposit, the Sponsor established a proportionate
relationship between the number of shares of each Security in
the Portfolio of the Trust (the "Portfolio"). The Sponsor is
permitted under the Indenture and Agreement to deposit
additional Securities during the life of the Trust, resulting
in an increase in the number of Units outstanding (the
"Additional Units"). Such Additional Units may be continuously
offered for sale to the public by means of this Prospectus.
Any additional Securities deposited in the Trust in connection
with the sale of these Additional Units will maintain, to the
extent practicable, the proportionate relationship between the
number of shares of each Security in the Portfolio on the day
of deposit of such additional Securities and any cash not held
for distribution to Unit Holders prior to the deposit. The
original proportionate relationships are subject to adjustment
under certain limited circumstances. (See: "Administration of
the Trust -- Portfolio Supervision", herein.) Each Additional
Unit issued after a permitted change in the shares held in the
Trust will represent the same number and type of shares that
were represented by a Unit immediately prior to the issuance of
the Additional Unit. The number and identity of shares in the
Trust will be adjusted to reflect the disposition of Securities
and/or the receipt of a stock dividend, a stock split or other
distribution with respect to shares or the reinvestment of the
proceeds of certain dispositions of Securities. It may not be
possible to maintain the original proportionate relationship
among the Securities on the initial date of deposit, due to,
among other reasons, inability to purchase Securities,
unavailability of Securities and/or restrictions on the
purchase of shares. If a Security is unavailable for purchase
and deposit in the Trust, additional shares of other Securities
then in the Portfolio of the Trust may be deposited to create
Additional Units. The Sponsor may deposit cash with the
Trustee with instructions to the Trustee to purchase such
unavailable Securities when available. The Sponsor may acquire
large volumes of additional Securities for deposit into the
Trust over a short period of time. Such acquisitions may tend
to raise the market prices of these Securities. The Sponsor
cannot currently predict the actual market impact of the
Sponsor's purchases of additional Securities, because the
actual volume of Securities to be purchased and the supply and
price of such Securities is not known. The additional
Securities so received will, however, have a tax cost basis to
the Trust equal to their values on the date of transfer to the
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Trust. Such tax cost basis will likely differ from the tax
cost basis of Securities transferred to the Trust at other
times such as the Date of Deposit. The amount of gain or loss
realized on sale of a particular Security by the Trust depends
upon the tax cost basis of the particular Security sold.
Hence, the amount of capital gain or loss realized by the Trust
and passed through to Unit Holders will not be the same as the
capital gain or loss which would have been realized by a
particular Unit Holder if such Unit Holder had purchased and
sold the Securities involved without the intervention of the
Trust.
Units will be sold to investors at the Public
Offering Price next computed after receipt of the investor's
order to purchase Units, if Units are available to fill orders
on the day that that price is set. If Units are not available
or are insufficient to fill the order, the investor's order
will be rejected by the Sponsor. The number of Units available
may be insufficient to meet demand because of the Sponsor's
inability to or decision not to purchase and deposit underlying
Securities in amounts sufficient to maintain the proportionate
numbers of shares of each Security as required to create
additional Units. The Sponsor may, if unable to accept orders
on any given day, offer to execute the order as soon as
sufficient Units can be created. An investor who agrees to
this will be deemed to place a new order for that number of
Units each day until that order is accepted. The investor's
order will then be executed, when Units are available, at the
Public Offering Price next calculated after such continuing
order is accepted. The investor will, of course, be able to
revoke his purchase order at any time prior to acceptance by
the Sponsor. The Sponsor will execute orders to purchase in
the order it determines that they are received, i.e., orders
received first will be filled first, except that indications of
interest prior to the effectiveness of the registration of the
offering of Trust Units which become orders upon effectiveness
will be accepted according to the order in which the
indications of interest were received.
On August 31, 1995, each Unit represented the
fractional undivided interest in the Securities and net income
of the Trust set forth under "Summary of Essential
Information". Thereafter, if any Units are redeemed, the
amount of Securities in the Trust will be reduced, and the
fractional undivided interest represented by each remaining
Unit in the balance of the Trust will be increased. However,
if Additional Units are issued by the Trust, the aggregate
value of the Securities in the Trust will be increased by
amounts allocable to such Additional Units and the fractional
undivided interest in the balance will be decreased. In both
cases, the interest in the Securities represented by each Unit
will remain unchanged. Units will remain outstanding until
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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
Risk Factors - Special Considerations
An investment in Units of the Trust should be made
with an understanding of the risks which an investment in
publicly traded common stock may entail, including the risk
that the value of the Portfolio and hence of the Units will
decline with decreases in the market value of the Securities.
The Trust will be terminated and liquidated no later than the
Mandatory Termination Date set forth in the "Summary of
Essential Information", herein, and the Securities will be sold
or distributed "in-kind", regardless of market conditions at
that time. The Trust may be terminated earlier under certain
conditions. (See: "Administration of the Trust --
Termination".)
Summary Description of the Portfolio
An investment in Units of the Trust should be made
with an understanding that the value of the underlying
Securities, and therefore the value of Units, will fluctuate
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 stock market may weaken. In such case, the
value of the Securities and hence the value of Units may
decline. Common stocks are susceptible to general stock market
movements and to volatile and unpredictable increases and
decreases in value as market confidence in and perceptions of
the issuers change from time to time. Such perceptions are
based upon varying reactions to such factors as expectations
regarding domestic and foreign economic, monetary and fiscal
policies, inflation and interest rates, currency exchange
rates, economic expansion or contraction, and global or
regional political, economic or banking crises. In addition,
investors should understand that there are certain payment
risks involved in owning equity securities, including risks
arising from the fact that holders of common and preferred
stocks have rights to receive payments from the issuers of
those stocks that are generally inferior to those of creditors
of, or holders of debt obligations issued by, such issuers.
Furthermore, the rights of holders of common stocks are
inferior to the rights of holders of preferred stocks. Holders
of common stocks of the type held in the Portfolio have a right
to receive dividends only when, as and if, and in the amounts,
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declared by the issuer's board of directors and to participate
in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for.
Holders of preferred stocks have the right to receive dividends
at a fixed rate when and as declared by the issuer's board of
directors, normally on a cumulative basis, but do not
ordinarily participate in other amounts available for
distribution by the issuing corporation. Cumulative preferred
stock dividends must be paid before common stock dividends, and
any cumulative preferred stock dividend omitted is added to
future dividends payable to the holders of such cumulative
preferred stock. Preferred stocks are also entitled to rights
on liquidation which are senior to those of common stocks. For
these reasons, preferred stocks entail less risk than common
stocks. However, neither preferred nor common stocks represent
an obligation or liability of the issuer and therefore do not
offer any assurance of income or provide the degree of
protection of capital of debt securities. The issuance of debt
securities (as compared with both preferred and common stock)
and preferred stock (as compared with common stock) will create
prior claims for payment of principal and interest (in the case
of debt securities) and dividends (in the case of preferred
stock) which could adversely affect the ability and inclination
of the issuer to declare or pay dividends on its preferred
and/or common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or
bankruptcy. Further, unlike debt securities which typically
have a stated principal amount payable at maturity (which value
will be subject to market fluctuations prior thereto),
preferred stocks typically have only a liquidation preference
which may have stated optional or mandatory redemption
provisions while common stocks have neither a fixed principal
amount nor a maturity date and have values which are subject to
market fluctuations for as long as the common stocks remain
outstanding. Additionally, market timing and volume trading
will also affect the underlying value of Securities, including
the Sponsor's buying of additional Securities and the Trust's
selling of Securities during the Liquidation Period. The value
of the Securities in the Portfolio thus may be expected to
fluctuate over the entire life of the Trust to values higher or
lower than those prevailing on the Date of Deposit. The
Sponsor may direct the Trustee to dispose of Securities under
certain specified circumstances (see: "Administration of the
Trust -- Portfolio Supervision"). However, Securities will not
be disposed of solely as a result of normal fluctuations in
market value.
The Portfolio of the Trust is composed of securities
issued by U.S. banks and bank holding companies. There are
certain risks involved in investing in the Trust due to its
concentration in stocks of one industry. The Trust's
concentration in securities of a single industry sector means
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that the Trust's performance is closely related to the specific
industry conditions as well as general market conditions
experienced in all sectors of the economy as a whole. As a
result, changes in the economic conditions affecting the
selected sector will tend to have a greater impact on the value
of Units of this Trust than on units of trusts which invest in
a broader based portfolio of stocks. These factors may tend to
make the value of Trust Units more volatile than other
investments.
Certain Risks Affecting Securities of Banking Issuers.
The Trust's assets will be concentrated in Securities of
issuers in the banking industry and, as a result, the value of
the Units of the Trust will be susceptible to factors affecting
such industry. While the factors affecting the U.S. banks and
bank holding companies and the market values of the Securities
in the Portfolio are varied and complex, the risks of
investment in such Securities outlined below should be noted.
The activities of U.S. banks and bank holding
companies are subject to comprehensive federal and state
regulation which regulation is expected to continue to change
over the life of the Trust. The enactment of any new
legislation or regulations, or any change in interpretation or
enforcement of existing laws of regulations, may affect the
profitability of participants in the banking industry.
Congress is currently considering removing restrictions to
interstate banking. No assurance can be given as to what form
such legislation, or any other legislation or regulation, would
take, if enacted, or what effects any new legislation or
regulation would have on the banking industry.
The banking industry is particularly susceptible to
downturns in economic, and volatility in political conditions
as well as fiscal or monetary policies of governmental units.
Banks may be at particular risk in a protracted recession,
given that the levels of corporate debt, corporate defaults on
debts, the number of bank failures and problem banks are
substantially higher than is typical during a non-recessionary
period. Certain banks whose securities are included in the
Portfolio may have loan portfolios concentrated in highly
leveraged transactions, real estate loans or loans to less
developed countries, which transactions and loans bank
regulators classify as risky. The operations of banks are
highly interest rate sensitive. An inflationary economy or
tight credit policies imposed by the Federal Reserve could
adversely affect the banking industry. Investors should note
that monetary policies of the Federal Reserve are subject to
significant fluctuations. A deflationary economy, when asset
values decline, poses risks to banks by reducing the value of
direct investments held for the banks' own portfolios and
contributing to loan defaults if the value of secured property
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or other collateral for loans declines. Banks are particularly
susceptible to the real estate markets since a significant
amount of their loans are secured by real estate, the value of
which is subject to significant fluctuations.
Federal regulations require banks and thrifts to
maintain minimum capital requirements. To the extent
additional equity is issued to meet the requirements,
outstanding equity holdings will be diluted. The capital
standards are expected to continue to lead to a major
consolidation of the bank and thrift systems. Certain Money
Center Banks have experienced problems in obtaining access to
equity and debt markets. No assurance can be given that any
bank will maintain access to the public credit markets on
affordable terms to meet their capital or short term cash
needs. The Sponsor is unable to predict the impact or the
likelihood of any consolidation resulting from the capital
standards or any change in the interstate banking laws and
regulations, with respect to the particular Securities in the
Portfolio.
Banks are subject to substantial competition from
other banking and thrift institutions and from other financial
service institutions for deposits, as well as corporate and
retail customers. These competitors, which are subject to less
government regulation than banks provide a broad range of
financial products, and include foreign banks, insurance
companies, brokerage and securities firms, mutual funds,
investment banks and diversified financial service companies.
As a result of such competition worldwide, depository flows
have become highly liquid, and subject to dramatic shifts among
different forms of financial instruments.
To the extent banks are unable to pass deposit
insurance premiums on to customers because of competitive
pressures (e.g., from money market mutual funds), such premiums
must be absorbed. Any premium increase may lead to insolvency
by some problem banks. No assurance can be given that
statutory provisions for insuring all deposits up to $100,000
(which currently applies to multiple accounts held by the same
depositor and to pass-through accounts, such as for pension
plans) will not be restricted. Such restrictions could
adversely affect large investor confidence, which could lead to
deposit runs. In addition, no assurance can be given that
foreign branch deposits of domestic banks will remain exempt
from assessments for deposit insurance premiums or retain their
de facto insurance coverage. Either policy change could have a
substantial adverse impact on affected banks, particularly
Money Center Banks. Investors should note that deposit
insurance does not cover equity issued by banks and therefore
is no guarantee of the market value of the Securities in the
Portfolio.
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<PAGE>
To the extent a bank's portfolio is concentrated in
assets related to a particular industry or geographic region,
the bank's operating results will be subject to additional
risks associated with such industry or region. A significant
downgrading of a credit rating could jeopardize the affected
bank's access to public credit markets. Deposits from foreign
corporations, individuals and governments constitute a
substantial share (frequently a majority) of total deposits of
Money Center Banks, including their foreign branches. The
level of such deposits is generally subject to the risks of
foreign currency exchange rates (a falling U.S. dollar reducing
the value of their investments), comparative interest rate
changes and capital flight restrictions.
There can be no assurance that a market will be made
for any of the Securities, that any market for the Securities
will be maintained or of the liquidity of the Securities in any
markets made. In addition, the Trust may be restricted under
the Investment Company act of 1940 from selling Securities to
the Sponsor. The price at which the Securities may be sold to
meet redemptions and the value of the Trust will be adversely
affected if trading markets for the Securities are limited or
absent.
Objective and Securities Selection
The objectives of the Trust are to provide capital
appreciation potential and current income during the five years
after the initial Date of Deposit through an investment in a
fixed diversified portfolio of Securities chosen in the manner
described in the "Summary of Essential Information", herein.
There is, of course, no guarantee that the Trust's objectives
will be achieved.
The Trust consists of such of the Securities listed
under "Schedule of Portfolio Securities" as may continue to be
held from time to time in the Trust and any additional and
substitute Securities acquired and held by the Trust pursuant
to the provisions of the Indenture and Agreement together with
undistributed income therefrom and undistributed and uninvested
cash realized from the disposition of Securities (see:
"Administration of the Trust"). Neither the Sponsor nor the
Trustee shall be liable in any way for any default, failure or
defect in any of the Securities. However, should any contract
deposited hereunder fail and no substitute Security be acquired
pursuant to the provisions of the Indenture and Agreement, the
Sponsor shall cause to be refunded the sales charge relating to
such Security, plus the pro rata portion of the cost to the
Sponsor of the failed contract listed under "Schedule of
Portfolio Securities". (See: "Administration of the Trust --
Portfolio Supervision".)
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Because certain Securities from time to time may be
sold or their percentage reduced under certain circumstances
described herein, and because additional Securities may be
deposited into the Trust from time to time, no assurance can be
given that the Trust will retain for any length of time its
present size and composition (see: "Administration of the
Trust -- Portfolio Supervision", herein).
The Trust is organized as a unit investment trust and
not as a management investment company. Therefore, neither the
Trustee nor the Sponsor has the authority to manage the Trust's
assets fully in an attempt to take advantage of various market
conditions to improve the Trust's net asset value and, further,
the Trust's Securities may be disposed of only under limited
circumstances. (See: "Administration of the Trust --
Portfolio Supervision".)
There is no assurance that any dividends will be
declared or paid in the future on the Securities initially
deposited or to be deposited subsequently in the Trust.
Distributions
Record Dates and the Distribution Dates are set forth
under "Summary of Essential Information". The distributions
will be an amount equal to such Unit Holder's pro rata portion
of the amount of dividend income received by the Trust and
proceeds of the sale of Securities, including capital gains,
not used for the redemption of Units (less the Trustee's fees,
Sponsor's portfolio supervision fees and expenses).
Distributions for the account of beneficial owners of Units
registered in "Street name" and held by the Sponsor will be
made to the investment account of such beneficial owners
maintained with the Sponsor. Under certain circumstances, the
Trustee may make additional distributions in any calendar year
in order to avoid the imposition of Federal or state excise
taxes or to continue or otherwise maintain the Trust's
qualification as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as amended
(see: "Tax Status of the Trust").
TAX STATUS OF THE TRUST
The following discussion offers only a brief outline
of the federal income tax consequences of investing in the
Trust. Investors should consult their own tax advisors for
more detailed information and for information regarding the
impact of state, local or foreign taxes upon such an
investment.
The Trust intends to qualify as and elect to be a
regulated investment company under Subchapter M of the Internal
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<PAGE>
Revenue Code of 1986, as amended (the "Code"). Generally, to
qualify as a regulated investment company for a taxable year
the Trust must derive at least 90% of its income from certain
specified sources, including interest, dividends, gains from
the disposition of securities, and other income derived with
respect to its business of investing in securities. In
addition, the Trust must derive less than 30% of its gross
income from the disposition of securities held for less than
three months, must meet certain diversification criteria
regarding Trust investment, and must distribute annually at
least 90% of its investment company taxable income. For any
year in which the Trust qualifies for taxation as a regulated
investment company, (a) the Trust is not taxed on income
distributed to its shareholders in the form of dividends or
capital gains distributions and (b) if the Trust is the record
holder of stock on the record date for a dividend payable with
respect to that stock, the dividend must be included in the
gross income of the Trust as determined for federal income tax
purposes on the later of (1) the date the stock became
ex-dividend with respect to such dividend or (2) the date the
Trust acquired the stock. If, in any taxable year, the Trust
were to fail to qualify as a regulated investment company under
the Code, the Trust would be taxed for that year in the same
manner as an ordinary corporation and distributions to its
shareholders would not be deductible by the Trust in computing
its taxable income. In addition, in the event of a failure to
qualify as a regulated investment company for a taxable year,
that year's Trust distributions, to the extent derived from
current or accumulated earnings and profits, would be taxable
to the recipient shareholders as ordinary income dividends,
even if those distributions might otherwise have been
considered distributions of capital gains.
If the Trust fails to distribute in each calendar
year, at least (i) 98% of its ordinary income for such calendar
year and (ii) 98% of its capital gain net income (both
long-term and short-term) for the 12 months ended October 31 of
such calendar year (or December 31, if the Trust qualifies to
so elect and does so), the Trust will be subject to a 4% excise
tax on the undistributed income if income tax is not imposed on
such income in the hands of the Trust. In addition, the Trust
will be subject to such excise tax on any portion (not taxed to
the Trust) of the respective 2% balances which are not
distributed during the succeeding calendar year.
If the Trust fails to qualify as a regulated
investment company for any year, it must pay out its earnings
and profits accumulated in that year (less the interest charge
mentioned below, if applicable) and may be required to pay an
interest charge to the Treasury on 50% of such earnings and
profits before it can again qualify as a regulated investment
company.
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Generally, distributions paid by the Trust, whether
or not reinvested, are treated as received in the taxable year
of the distribution; however, any amounts designated for
distribution by the Trust with respect to October, November or
December of any calendar year as payable to Unit Holders of
record on a specified date in such a month and which are
actually paid during January of the following year, will be
treated as received on December 31 of the preceding year. The
Indenture and Agreement require current distribution to Unit
Holders of the entire net income and net capital gain, if any,
of the Trust and cash proceeds of redemptions, mergers,
liquidations of issuers or sales representing recovery of cost
(to the extent that the proceeds of sales or other dispositions
are not reinvested or used to redeem Units) of underlying
Securities in the Trust. In kind receipts of the Trust in
mergers and liquidations may be either retained or sold and the
proceeds, if sold, will be either (i) distributed to Unit
Holders or (ii) retained by the Trustee with the proceeds of
such sale credited to the Income and/or Principal Accounts and
(unless applied for the purchase of securities pursuant to the
Indenture and Agreement) distributed to Unit Holders in the
manner provided in the Indenture and Agreement. Securities
received in a liquidation or merger will not be retained if
such retention would jeopardize the characterization of the
Trust as a regulated investment company for federal income tax
purposes.
Distributions to Unit Holders (other than capital
gains distributions) will be taxable as ordinary income to such
Unit Holders to the extent paid from interest, dividends and
net short-term capital gain includible in the Trust's gross
income for the taxable year with respect to which the
distribution is made less the sum of the Trust's allocable
deductible expenses. To the extent that distributions to a
Unit Holder with respect to any year are not taxable as
ordinary income or as capital gain distributions, the amount of
such distributions will be treated as a return of capital and
will reduce the Unit Holder's basis in its Units and, to the
extent that they exceed its basis, will generally be taxed as a
capital gain.
It is anticipated that part of the distributions of
the Trust will be taxable as ordinary income to Unit Holders
and that, under present law, distributions attributable to
dividends from domestic corporations constitute dividends for
purposes of the 70% deduction allowed to certain corporations
with respect to dividends received, as discussed below. This
deduction is allowed to corporations other than corporations,
such as "S" corporations, which are not eligible for such
deduction because of their special characteristics. Dividends
received by corporations are not deductible for purposes of
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special taxes such as the accumulated earnings tax and the
personal holding company tax.
Under existing law, only that amount of the Trust's
dividend distributions (exclusive of capital gain dividends)
that are designated as dividends by the Trust and which do not
exceed the aggregate amount of dividends received by the Trust
will qualify for the 70% dividends-received deduction for
corporations. Dividends received by the Trust will be
considered dividends for this purpose only if such dividends
are received from domestic corporations and would qualify for
the 70% dividends-received deduction if such deduction were
available to regulated investment companies.
Individual investors should note that the Code places
a floor of 2% of adjusted gross income on miscellaneous
itemized deductions, including investment expenses. The Code
directs the Secretary of the Treasury to prescribe regulations
prohibiting indirect deduction through a pass-through entity
(such as the Trust) of amounts not allowable as a deduction
under this rule if paid or incurred directly by an individual.
Temporary Regulations applicable to "nonpublicly
offered regulated investment companies" have been issued.
Under these temporary regulations, in general, (i) specified
expenses of the regulated investment company or, at the
election of the regulated investment company, 40% of its
expenses, exclusive of expenses which are specifically excluded
from miscellaneous itemized deductions if incurred by an
individual, are allocated among those of its shareholders who
are "affected investors" (i.e., individuals, estates, trusts
and pass-through entities having such shareholders) and
(ii) such investors are treated as having received or accrued
dividends in an aggregate amount equal to the investor's share
of such expenses and to have incurred investment expenses in
the same aggregate amount. These computations are made on a
calendar year basis and the allocation of such expenses among
affected investors may be done by the regulated investment
company on any reasonable basis (which basis, if utilizing
distributions to affected investors, may exclude some of such
distributions).
The Code provides, however, that the 2% floor rule
will not apply to indirect deductions through a publicly
offered regulated investment company. The term "publicly
offered regulated investment company" is defined as meaning a
regulated investment company the shares of which are
"continuously offered" or regularly traded on an established
securities market or "held by or for no fewer than 500 persons
at all times during the taxable year." The Sponsor is unable
to state whether or not the Trust will qualify in the future
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for treatment as a "publicly offered regulated investment
company."
Gain or loss will be realized by each Unit Holder to
the extent that the proceeds of redemption (or distributions
received upon liquidation of its Units) exceed or are less than
the Unit Holder's tax cost basis of its Units which are
redeemed (or in respect of which the liquidating distributions
are made). Distributions in kind are taken into account for
this purpose at their fair market value when distributed.
Distributions of net capital gain (designated as such
by the Trust) will be taxable to Unit Holders as long-term
capital gains regardless of the length of time the Units have
been held by a Unit Holder. A redemption of Units will be a
taxable event for a Unit Holder and, depending on the
circumstances, may give rise to gain or loss. Under the Code,
net capital gain (i.e., the excess of net long-term capital
gain over net short-term capital loss) of individuals, estates
and trusts is subject to a maximum nominal tax rate of 28%.
Such net capital gain may, however, result in a disallowance of
itemized deductions and/or affect a personal exemption
phase-out.
The Code disallows the dividends-received deduction
in full for corporations with respect to stock, including Trust
Units (which are considered as stock for this purpose) held for
45 days or less (90 days or less in the case of certain
preference stock) exclusive of days on which the holder's risk
of loss is diminished. Sections 246 and 246A of the Code also
contain limitations on the eligibility of dividends for the 70%
dividends-received deduction (in addition to the limitation
discussed above). These limitations may be applicable to
dividends received by a Unit Holder depending on the Unit
Holder's individual circumstances. Accordingly, Unit Holders
which are corporations should consult their own tax advisors in
this regard.
Information with respect to the Federal income tax
status of each year's distributions will be supplied to Unit
Holders.
The Trust is required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to
holders of Trust Units who fail to provide the Trust with their
correct taxpayer identification numbers or to make required
certifications, or who have been notified by the Internal
Revenue Service that they are subject to backup withholding.
Backup withholding is not an additional tax. Any amounts
withheld may be credited against U.S. federal income tax
liability of a holder of a Trust Unit.
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Federal withholding taxes at a 30% rate or a lesser
rate established by treaty will generally apply to
distributions (other than distributions designated by the Trust
as capital gain dividends) made to Unit Holders that are
nonresident aliens or foreign partnerships, trusts or
corporations unless the distributions constitute income
effectively connected with the conduct of a trade or business
within the United States by the distributee.
The value of Units held by an individual non-resident
alien, even though he is a non-resident at his death, will be
includible in his gross estate for U.S. federal estate tax
purposes.
Investors are advised to consult their own tax
advisers with respect to the application to their own
circumstances of the above-described general taxation rules and
with respect to the state, local or foreign tax consequences to
them of an investment in Trust Units.
Units of the Trust may be suited for purchase by
Individual Retirement Accounts and pension plans, profit
sharing and other qualified retirement plans. Investors
considering participation in any such plan should consult their
attorneys or other tax advisors with respect to the
establishment and maintenance of any such plan.
PUBLIC OFFERING OF UNITS
Public Offering Price
The Public Offering Price of the Units is calculated
daily, and is computed by adding to the aggregate market value
of the Portfolio Securities (as determined by the Trustee) next
computed after receipt of a purchase order, divided by the
number of Units outstanding, the sales charge shown in "Summary
of Essential Information". After the initial Date of Deposit,
a proportionate share of amounts in the Income and Principal
Accounts and amounts receivable in respect of stocks trading
ex-dividend (other than money required to be distributed to
Unit Holders on a Distribution Date and money required to
redeem tendered Units) on the date of purchase of Units is
added to the Public Offering Price. In the event a stock is
trading ex-dividend at the time of deposit of additional
Securities, an amount not to exceed the dividend that would be
received if such stock were to receive a dividend will be added
to the Public Offering Price. The sales charge will decline
over the life of the Trust in the manner described in "Summary
of Essential Information -- Public Offering Price". The Public
Offering Price per Unit is calculated to five decimal places
and rounded up or down to four decimal places. The Public
Offering Price on any particular date will vary from the Public
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Offering Price on August 31, 1995 (set forth in the "Summary of
Essential Information", herein) in accordance with fluctuations
in the aggregate market value of the Securities, the amount of
available cash on hand in the Trust and the amount of certain
accrued fees and expenses.
As more fully described in the Indenture and
Agreement, the aggregate market value of the Securities is
determined on each business day by the Trustee based on closing
prices on the day the valuation is made or, if there are no
such reported prices, by taking into account the same factors
referred to under "Redemption -- Computation of Redemption
Price". Determinations are effective for transactions effected
subsequent to the last preceding determination.
Public Distribution
Units issued on the Date of Deposit and Additional
Units issued in respect of additional deposits of Securities
will be distributed to the public by the Sponsor and through
dealers at the Public Offering Price determined as provided
above. Unsold Units or Units acquired by the Sponsor in the
secondary market referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price
determined as provided above.
The Sponsor intends to qualify Units in states
selected by the Sponsor for sale by the Sponsor and through
dealers who are members of the National Association of
Securities Dealers, Inc. In addition, sales of Units may be
made pursuant to distribution arrangements with certain banks
and/or other entities subject to regulation by the Office of
the Comptroller of the Currency which are acting as agents for
their customers. These banks and/or entities are making Units
of the Trust available to their customers on an agency basis.
A portion of the sales charge paid by these customers is
retained by or remitted to such banks or entities in an amount
equal to the fee customarily received by an agent for acting in
such capacity in connection with the purchase of Units. The
Glass-Steagall Act prohibits banks from underwriting certain
securities, including Units of the Trust; however, this Act
does permit certain agency transactions, and banking regulators
have not indicated that these particular agency transactions
are impermissible under this Act. In Texas, as well as certain
other states, any bank making Units available must be
registered as a broker-dealer in that State. The Sponsor
reserves the right to reject, in whole or in part, any order
for the purchase of Units.
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Secondary Market
While not obligated to do so, it is the Sponsor's
present intention to maintain, at its expense, a secondary
market for Units of this series of the Dean Witter Select
Equity Trust and to continuously offer to repurchase Units from
Unit Holders at the Sponsor's Repurchase Price. The Sponsor's
Repurchase Price is computed by adding to the aggregate value
of the Securities in the Trust, any cash on hand in the Trust
including dividends receivable on stocks trading ex-dividend
(other than money required to redeem tendered Units and cash
deposited by the Sponsor to purchase Securities or cash held in
the Reserve Account) and deducting therefrom expenses of the
Trustee, Sponsor, counsel and taxes, if any, and cash held for
distribution to Unit Holders of record as of a date on or prior
to the evaluation; and then dividing the resulting sum by the
number of Units outstanding, as of the date of such
computation. There is no sales charge incurred when a Unit
Holder sells Units back to the Sponsor. Any Units repurchased
by the Sponsor at the Sponsor's Repurchase Price may be
reoffered to the public by the Sponsor at the then current
Public Offering Price. Any profit or loss resulting from the
resale of such Units will belong to the Sponsor.
If the supply of Units exceeds demand (or for any
other business reason), the Sponsor may, at any time,
occasionally, from time to time, or permanently, discontinue
the repurchase of Units of this series at the Sponsor's
Repurchase Price. In such event, although under no obligation
to do so, the Sponsor may, as a service to Unit Holders, offer
to repurchase Units at the "Redemption Price". Alternatively,
Unit Holders may redeem their Units through the Trustee.
Profit of Sponsor
The Sponsor receives a sales charge on Units sold to
the public and to dealers. The Sponsor may have also realized
a profit (or sustained a loss) on the deposit of the Securities
in the Trust representing the difference between the cost of
the Securities to the Sponsor and the cost of the Securities to
the Trust (for a description of such profit (or loss) and the
amount of such difference on August 31, 1995, see: "Schedule
of Portfolio Securities", herein). The Sponsor may realize a
similar profit (or loss) in connection with each additional
deposit of Securities. In addition, the Sponsor may have acted
as broker in transactions relating to the purchase of
Securities for deposit in the Trust. During the initial public
offering period the Sponsor may realize additional profit (or
sustain a loss) due to daily fluctuations in the prices of the
Securities in the Trust and thus in the Public Offering Price
of Units received by the Sponsor. Cash, if any, received by
the Sponsor from the Unit Holders prior to the settlement date
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for purchase of Units or prior to the payment for Securities
upon their delivery may be used in the Sponsor's business and
may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain
losses) while maintaining a secondary market in the Units, in
the amount of any difference between the prices at which the
Sponsor buys Units and the prices at which the Sponsor resells
such Units (such prices include a sales charge) or the prices
at which the Sponsor redeems such Units, as the case may be.
Volume Discount
Although under no obligation to do so, the Sponsor
intends to permit volume purchasers of Units to purchase Units
at a reduced sales charge. The Sponsor may at any time change
the amount by which the sales charge is reduced, or may
discontinue the discount altogether.
The sales charge of 4.25% of the Public Offering
Price will be reduced pursuant to the following graduated scale
for sales to any person of at least $25,000.
Percent of Percent of
Public Offering Net Amount Dealer
Aggregate Value of Units Price Invested Concession
Less than $25,000............... 4.25% 4.439% 2.76%
$25,000 to $49,999.............. 4.00% 4.167% 2.60%
$50,000 to $99,999.............. 3.75% 3.896% 2.44%
$100,000 to $249,999............ 3.25% 3.359% 2.11%
$250,000 to $499,999............ 2.75% 2.828% 1.79%
$500,000 to $749,999............ 2.50% 2.564% 1.63%
$750,000 to $999,999............ 2.25% 2.302% 1.46%
$1,000,000 to $2,499,999........ 1.75% 1.781% 1.14%
$2,500,000 to $4,999,999........ 1.25% 1.266% 0.81%
$5,000,000 or more.............. 0.75% 0.756% 0.49%
The reduced sales charges as shown on the chart above
will apply to all purchases of Units of this Trust only on any
one day by the same person, partnership or corporation (other
than a dealer), in the amounts stated herein.
Units held in the name of the purchaser's spouse or
in the name of a purchaser's child under the age of 21 years
are deemed for the purposes hereof to be registered in the name
of the purchaser. The reduced sales charges are also
applicable to a trustee or other fiduciary, including a
partnership or corporation, purchasing Units for a single trust
estate or single fiduciary account.
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Sales to Dealers will be made at prices which include
a concession as shown on the chart above. Dealers purchasing
certain dollar amounts of Units during the life of the Trust
will be entitled to additional concession benefits. The dealer
concession for secondary market sales may differ from the
concessions set forth in the above schedule. The Sponsor
reserves the right, at any time, to change the level of dealer
concessions.
EXCHANGE OPTION
Unit Holders of any Dean Witter sponsored unit
investment trust or any holders of Units of any other unit
investment trust (collectively, "Holders") may elect to
exchange any or all of their units of each series of the Dean
Witter Select Equity Trust for units of one or more of any
series of the Dean Witter Select Equity Trust or for units of
any additional Dean Witter Select Trusts, that may from time to
time be made available for such exchange by the Sponsor (the
"Exchange Trusts"). Such Units may be acquired at prices based
on reduced sales charges per Unit. The purpose of such reduced
sales 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:
series of the Dean Witter Select Municipal Trust, the Dean
Witter Select Government Trust, the Dean Witter Select Equity
Trust, the Dean Witter Select Corporate Trust and the Dean
Witter Select Investment Trust.
Each Exchange Trust has a different investment
objective; a Holder should read the prospectus for the
applicable Exchange Trust carefully to determine the investment
objective prior to exercise of this option.
This option will be available provided the Sponsor
maintains a secondary market in units of the applicable
Exchange Trust and provided that units of the applicable
Exchange Trust are available for sale and are lawfully
qualified for sale in the state in which the Holder is a
resident. While it is the Sponsor's present intention to
maintain a secondary market for the units of all such trusts,
there is no obligation on its part to do so. Therefore, there
is no assurance that a market for units will in fact exist on
any given date on which a Holder wishes to sell or exchange its
Units; thus, there is no assurance that the Exchange Option
will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option at any time
without further notice to Unit Holders. In the event the
Exchange Option is not available to a Unit Holder at the time
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such Unit Holder wishes to exercise it, the Unit Holder will be
immediately notified and no action will be taken with respect
to its Units without further instruction from the Unit Holder.
Exchanges will be effected in whole units only. Any
excess proceeds from the surrender of a Unit Holder's Units
will be returned. Alternatively, Unit Holders will be
permitted to make up any difference between the amount
representing the Units being submitted for exchange and the
amount representing the Units being acquired up to the next
highest number of whole Units.
An exchange of Units pursuant to the Exchange Option
will constitute a "taxable event" under the Code, i.e., a
Holder will recognize gain or loss at the time of exchange. A
Unit Holder who exchanges Units of one Trust for units of
another Trust should consult his or her tax advisor regarding
the extent to which such exchange results in the recognition of
a loss for Federal and/or state or local income tax purposes.
If a Unit Holder utilizes the Exchange Option with
respect to an Exchange Trust which is a regulated investment
company for U.S. federal income tax purposes before the 91st
day after the exchanged Units were acquired, the sales charge
incurred in acquiring the Units transferred in the exchange (up
to the amount of the reduction in the sales charge with respect
to the securities received in the exchange) is not taken into
account in determining the amount of gain or loss on the
exchange but any sales charge disallowed is added to the basis
of the Units acquired.
To exercise the Exchange Option, a Unit Holder should
notify the Sponsor of its desire to use the proceeds from the
sale of its Units to purchase units of one or more of the
Exchange Trusts. If units of the applicable outstanding series
of the Exchange Trust are at that time available for sale, the
Holder may select the series or group of series for which such
Units are to be exchanged. The Holder will be provided with a
current prospectus or prospectuses relating to each series in
which interest is indicated.
The exchange transaction will operate in a manner
essentially identical to any secondary market transaction,
i.e., Units will be repurchased at a price equal to the
aggregate bid side evaluation per Unit of the Securities in the
Portfolio, plus accrued interest. Units of the Exchange Trust
will be sold to the Unit Holder at a price equal to the
evaluation per unit of the securities in that Portfolio, plus
accrued interest and the applicable sales charge of $25 per
Unit (or per 100 Units in the case of a unit priced at about
$10.00 or per 1,000 Units in the case of a unit priced at about
$1.00) or 2.5% of the Public Offering Price where the cost per
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Unit is significantly less than $1.00. If a Unit Holder has
held its Units for less than a five-month period, the sales
charge shall be the greater of (i) $25 or (ii) the difference
between the original sales charge on the Units owned and the
sales charge on the Exchange Trust.
REINVESTMENT PROGRAM
Distributions, if any, are made to Unit Holders
quarterly. The Unit Holder has the option, however, of either
receiving his quarterly check from the Trustee or participating
in the reinvestment program offered by the Sponsor under which
the distributions are automatically reinvested in Additional
Units of the Trust without a sales charge. Participation in
the reinvestment program is conditioned on such program's
lawful qualification for sale in the state in which the Unit
Holder is a resident. A Unit Holder's election to participate
in the reinvestment program will apply to all Units of this
series of the Trust owned by such Unit Holder. Once the
reinvestment election has been chosen by the Unit Holder, such
election will remain in effect until changed by the Unit
Holder. The Sponsor may suspend or terminate the reinvestment
program at its discretion. Thereafter, distributions received
by the Trust would be distributed quarterly to all Unit
Holders.
Such distributions, to the extent reinvested in Units
of the Trust, will be used by the Trustee at the direction of
the Sponsor in one or both of the following manners. (i) The
distributions may be used by the Trustee to purchase Units of
this Series of the Trust held in the Sponsor's inventory. The
purchase price payable by the Trustee for each of such Units
will be equal to the applicable Trust evaluation per Unit on
(or as soon as possible after) the close of business on the
Distribution Date. The Units so purchased by the Trustee will
be issued or credited to the accounts of Unit Holders
participating in the Program. (ii) If there are no Units in
the Sponsor's inventory, the Sponsor may purchase additional
Securities in order to maintain, as closely as practical, the
proportionate relationship between the Securities in the Trust
at the time of creation of the additional Units. The
additional securities will be deposited by the Sponsor with the
Trustee in exchange for new Units. The distributions may then
be used by the Trustee to purchase the new Units from the
Sponsor. The price for such new Units will be the applicable
Trust evaluation per Unit on (or as soon as possible after) the
close of business on the Distribution Date. (See: "Public
Offering -- Public Offering Price".) The Units so purchased by
the Trustee will be issued or credited to the accounts of Unit
Holders participating in the Program.
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No fractional Units will be issued under any
circumstances. If, after the maximum number of full Units have
been issued or credited at the applicable price, there remains
a portion of the distribution which is not sufficient to
purchase a full Unit as such price, the Trustee shall hold such
cash for the benefit of such Unit Holder and shall apply such
cash on the next Distribution Date, along with any
distributions then made, toward the purchase of additional full
Units in accordance with the Program. The cost of
administering the program will be borne by the Trust and thus
will be borne indirectly by all Unit Holders.
A Unit Holder may, by contacting such Unit Holder's
broker or filing with the Trustee a written notice of election
at least ten days before the Record Date for the first
distribution to which it is to apply, elect to have
distributions, if any, reinvested in Additional Units of the
Trust. An election may be revoked upon similar notice.
REDEMPTION
Right of Redemption
One or more Units represented by a Certificate may be
redeemed at the Redemption Price upon tender of such
Certificate to the Trustee at its unit investment trust office
in the City of New York, properly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the
Trustee (as set forth in the Certificate), and executed by the
Unit Holder or its authorized attorney. A Unit Holder may
tender its Units for redemption at any time after the
settlement date for purchase, whether or not it has received a
definitive Certificate. The Redemption Price per Unit is
calculated as set forth under "Computation of Redemption
Price", herein. There is no sales charge incurred when a Unit
Holder tenders its Units to the Trustee for redemption.
On the seventh calendar day following the tender to
the Trustee of Certificates representing Units to be redeemed
(or if the seventh calendar day is not a business day, on the
first business day prior thereto) the Unit Holder will be
entitled to receive monies per Unit equal to the Redemption
Price per Unit as determined by the Trustee as of the
Evaluation Time on the date of tender. The date of tender is
deemed to be the date on which Units are received by the
Trustee, except that as regards Units received after the
Evaluation Time, the date of tender is the first day after such
date on which the New York Stock Exchange is open for trading,
and such Units will be deemed to have been tendered to the
Trustee on such day for redemption at the Redemption Price
computed on that day.
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During the period in which the Sponsor maintains a
secondary market for Units, the Sponsor may repurchase any Unit
presented for tender to the Trustee for redemption no later
than the close of business on the next business day following
such presentation.
Units will be redeemed by the Trustee in cash or in
kind for any one Unit Holder tendering less than 25,000 Units,
the Sponsor may determine, in its discretion, to direct the
Trustee to redeem Units "in kind" by distributing Portfolio
Securities to the redeeming Unit Holder. The Sponsor may
direct the Trustee to redeem Units "in kind" even if it is then
maintaining a secondary market in Units of the Trust. Unit
Holders redeeming "in kind" will receive an amount and value of
Trust Securities per Unit equal to the Redemption Price Per
Unit as determined as of the Evaluation Time next following the
tender as set forth herein under "Computation of Redemption
Price" below. The distribution "in kind" for redemption of
Units will be held by the Trustee for the account of, and for
disposition in accordance with the instructions of, the
tendering Unit Holder. The tendering Unit Holder will be
entitled to receive whole shares of each of the underlying
Portfolio Securities, plus cash equal to the Unit Holder's pro
rata share of the cash balance of the Income and Principal
Accounts and cash from the Principal Account equal to the
fractional shares to which such tendering Unit Holder is
entitled. The Trustee, in connection with implementing the
redemption "in kind" procedures outlined above, may make any
adjustments necessary to reflect differences between the
Redemption Price of Units and the value of the Securities
distributed "in kind" as of the date of tender. If the
Principal Account does not contain amounts sufficient to cover
the required cash distribution to the tendering Unit Holder,
the Trustee is empowered to sell Securities in the Trust
Portfolio in the manner discussed below. A Unit Holder
receiving redemption distributions of Securities "in kind" may
incur brokerage costs in converting Securities so received into
cash.
The portion of the Redemption Price which represents
the Unit Holder's interest in the Income Account shall be
withdrawn from the Income Account to the extent available. The
balance paid on any redemption, including dividends receivable
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
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Holder may be more or less than the purchase price originally
paid by such Unit Holder, depending on the value of the
Securities in the Portfolio at the time of redemption.
Moreover, due to the minimum lot size in which Securities may
be required to be sold, the proceeds of such sales may exceed
the amount necessary for payment of Units redeemed. Such
excess proceeds will be distributed pro rata to all remaining
Unit Holders of record on the next Distribution Date.
Securities to be sold for purposes of redeeming Units
will be selected from a list supplied by the Sponsor. If not
so instructed by the Sponsor, the Trustee will select the
Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number
of shares of each Security in the Trust.
Computation of Redemption Price
The Trust Evaluation per Unit is determined as of the
Evaluation Time stated under "Summary of Essential
Information", above, and (a) semiannually, on the last business
day of each of the months of June and December, (b) on the day
on which any Unit of the Trust is tendered for redemption
(unless tender is made after the Evaluation Time on such day,
in which case Tender shall be deemed to have been made on the
next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other business day
desired by the Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust,
as determined by the Trustee;
b. Cash on hand in the Trust, including dividends
receivable on stocks trading ex-dividend, other
than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust;
(2) and then, by deducting from the resulting figure;
amounts representing any applicable taxes or governmental
charges payable by the Trust for the purpose of making an
addition to the reserve account (as defined in the Indenture
and Agreement, the "Reserve Account"), amounts representing
estimated accrued fees and expenses of the Trust (including
legal and auditing expenses), amounts representing unpaid fees
of the Trustee, the Sponsor and counsel and monies held to
redeem tendered Units and for distribution to Unit Holders of
record as of a date prior to the determination and then;
(3) by dividing the result of the above computation
by the total number of Units outstanding on the date of such
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Evaluation. The resulting figure equals the Redemption Price
for each Unit.
The aggregate value of the Securities shall be
determined by the Trustee in good faith in the following
manner: If the Securities are listed on one or more national
securities exchanges, such valuation shall be based on the
closing price on such Exchange which is the principal market
thereof deemed to be the New York Stock Exchange if the
Securities are listed thereon (unless the Trustee deems such
price inappropriate as a basis for valuation). If the
Securities are not so listed, or, if so listed and the
principal market therefor is other than such exchange or there
is no closing price on such exchange, such valuation shall be
based on the closing price in the over-the-counter market
(unless the Trustee deems such price inappropriate as a basis
for valuation) or if there is no such closing price, by any of
the following methods which the Trustee deems appropriate: (i)
on the basis of current bid prices of such Securities as
obtained from investment dealers or brokers (including the
Depositor) who customarily deal in securities comparable to
those held by the Trust, or (ii) if bid prices are not
available for any of such Securities, on the basis of bid
prices for comparable Securities, or (iii) by appraisal of the
value of the Securities on the bid side of the market or by
such other appraisal as is deemed appropriate, or (iv) by any
combination of the above.
Postponement of Redemption
The right of redemption may be suspended and payment
of the Redemption Price per Unit postponed for more than seven
calendar days following a tender of Units for redemption (i)
for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday
closings, or (ii) for any period during which, as determined by
the Securities and Exchange Commission, either trading on the
New York Stock Exchange, Inc. is restricted or an emergency
exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) for such
other periods as the Securities and Exchange Commission may by
order permit. The Trustee is not liable to any person or in
any way for any loss or damage that may result from any such
suspension or postponement.
RIGHTS OF UNIT HOLDERS
Unit Holders
A Unit Holder is deemed to be a beneficiary of the
Trust created by the Indenture and Agreement and vested with
all right, title and interest in the Trust created therein. A
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Unit Holder may at any time tender its Certificate to the
Trustee for redemption.
Ownership of Units is evidenced by registered
Certificates of Beneficial Interest issued in denominations of
one or more Units and executed by the Trustee and the Sponsor.
These Certificates are transferable or interchangeable upon
presentation at the unit investment trust office of the
Trustee, properly endorsed or accompanied by an instrument of
transfer satisfactory to the Trustee and executed by the Unit
Holder or its authorized attorney, together with the payment of
$2.00, if required by the Trustee, or such other amount as may
be determined by the Trustee and approved by the Sponsor, and
any other tax or governmental charge imposed upon the transfer
of Certificates. The Trustee will replace any mutilated, lost,
stolen or destroyed Certificate upon proper identification,
satisfactory indemnity and payment of charges incurred. Any
mutilated Certificate must be presented to the Trustee before
any substitute Certificate will be issued.
Under the terms and conditions and at such times as
are permitted by the Trustee, Units may also be held in
uncertificated form. The rights of any holder of Units held in
uncertificated form shall be the same as those of any other
Unit Holder.
Certain Limitations
The death or incapacity of any Unit Holder (or the
dissolution of the Sponsor) will not operate to terminate the
Trust nor entitle the legal representatives or heirs of such
Unit Holder to claim an accounting or to take any other action
or proceeding in any court for a partition or winding-up of the
Trust.
No Unit Holder shall have the right to vote except
with respect to removal of the Trustee or amendment and
termination of the Trust (see: "Administration of the Trust --
Amendment" and "Administration of the Trust -- Termination",
herein). Unit Holders shall have no right to control the
operation or administration of the Trust in any manner, except
upon the vote of 51% of the Unit Holders outstanding at any
time for purposes of amendment, or termination of the Trust or
discharge of the Trustee, all as provided in the Agreement;
however, no Unit Holder shall ever be under any liability to
any third party for any action taken by the Trustee or Sponsor.
Unit Holders will be unable to dispose of any of the Securities
in the Portfolio, as such, and will not be able to vote the
Securities. The Trustee, as holder of the Securities, will
have the right to vote all of the voting Securities held in the
Trust, and will vote such Securities in accordance with the
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instructions of the Sponsor, if given, otherwise the Trustee
shall vote as it, in its sole discretion, shall determine.
EXPENSES AND CHARGES
Fees
The Sponsor's fee, earned for portfolio supervisory
services, is based upon the largest number of Units outstanding
during the computation period. The Sponsor's fee, as set forth
under "Summary of Essential Information", may exceed the actual
costs of providing portfolio supervisory services for this
Trust, but at no time will the total amount the Sponsor
receives for portfolio supervisory services rendered to all
series of the Dean Witter Select Equity Trust in any calendar
year exceed the aggregate cost to it of supplying such services
in such year.
Under the Indenture and Agreement for its services as
Trustee, the Trustee receives the fee set forth under "Summary
of Essential Information". Certain regular expenses of the
Trust, including certain mailing and printing expenses, are
borne by the Trust.
The Sponsor's fee and the Trustee's fees accrue daily
but are payable only on or before each Distribution Date from
the Income Account, to the extent funds are available and
thereafter from the Principal Account. Any of such fees may be
increased without approval of the Unit Holders in proportion to
increases under the classification "All Services Less Rent" in
the Consumer Price Index published by the United States
Department of Labor or, if no longer published, a similar
index. The Trustee, pursuant to normal banking procedures,
also receives benefits to the extent that it holds funds on
deposit in various non-interest bearing accounts created under
the Indenture and Agreement.
Other Charges
The following additional charges are or may be
incurred by the Trust as more fully described in the Indenture
and Agreement: (a) fees of the Trustee for extraordinary
services, (b) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor,
(c) various governmental charges, (d) expenses and costs of any
action taken by the Trustee to protect the Trust and the rights
and interests of the Unit Holders, (e) indemnification of the
Trustee for any loss, liability or expenses incurred by it in
the administration of the Trust without gross negligence, bad
faith, wilful malfeasance or wilful misconduct on its part or
reckless disregard of its obligations and duties, (f)
indemnification of the Sponsor for any losses, liabilities and
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expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful
malfeasance or wilful misconduct or reckless disregard of its
obligations and duties, (g) expenditures incurred in contacting
Unit Holders upon termination of the Trust, (h) brokerage
commissions or charges incurred in connection with the purchase
or sale of Securities and (i) to the extent lawful, expenses
(including legal, auditing and printing expenses) of
maintaining registration or qualification of the Units and/or
the Trust under Federal or state securities laws so long as the
Sponsor is maintaining a market for the Units. The accounts of
the Trust shall be audited not less frequently than annually by
independent certified public accountants designated by the
Sponsor, and the report of such accountants will be furnished
by the Trustee to Unit Holders upon request. The cost of such
audit shall be an expense of the Trust.
The fees and expenses set forth herein are payable
out of the Trust and when so paid by or owing to the Trustee
are secured by a lien on the Trust. Dividends on the
Securities are expected to be sufficient to pay the estimated
expenses of the Trust. If the balances in the Income and
Principal Accounts are insufficient to provide for amounts
payable by the Trust, the Trustee has the power to sell
Securities to pay such amounts. To the extent Securities are
sold, the size of the Trust will be reduced and the proportions
of the types of Securities may change. Such sales might be
required at a time when Securities would not otherwise be sold
and might result in lower prices than might otherwise be
realized. Moreover, due to the minimum lot size in which
Securities may be required to be sold, the proceeds of such
sales may exceed the amount necessary for the payment of such
fees and expenses.
ADMINISTRATION OF THE TRUST
Records and Accounts
The Trustee will keep records and accounts of all
transactions of the Trust at its unit investment trust office
at 101 Barclay Street, New York, New York 10286. These records
and accounts will be available for inspection by Unit Holders
at reasonable times during normal business hours. The Trustee
will additionally keep on file for inspection by Unit Holders
an executed copy of the Indenture and Agreement together with a
current list of the Securities then held in the Trust. In
connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the
services of Depository Trust Company. These services would
include safekeeping of the Securities, computer book-entry
transfer and institutional delivery services. The Depository
Trust Company is a limited purpose trust company organized
-27-
<PAGE>
under the Banking Law of the State of New York, a member of the
Federal Reserve System and a clearing agency registered under
the Securities Exchange Act of 1934.
Distribution
Dividends payable to the Trust as a holder of record
of its Securities are credited by the Trustee to an Income
Account, as of the date on which the Trust is entitled to
receive such dividends. Other receipts such as return of
principal and gain and including amounts received upon the
sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the
Securities in the Portfolio, are credited to a Principal
Account. A distribution to a Unit Holder as of a Record Date
will be made on the following Distribution Date or shortly
thereafter and shall consist of such Holder's pro rata share of
the distributable cash balance of the Income Account and
Principal Account. Proceeds received from the disposition of
any of the Securities which are not used for redemption of
Units or for the purchase of substitute Securities will be held
in the Principal Account to be distributed on the Distribution
Date following receipt of such proceeds. No distribution need
be made from the Principal Account if the balance therein is
less than $1.00 per 1,000 Units outstanding. A Reserve Account
may be created by the Trustee by withdrawing from the Income or
Principal Accounts, from time to time, such amounts as it deems
requisite to establish a reserve for any taxes or other
governmental charges that may be payable out of the Trust.
Funds held by the Trustee in the various accounts created under
the Indenture are non-interest bearing to Unit Holders.
Portfolio Supervision
The original proportionate relationship between the
number of shares of each Security in the Trust will be adjusted
to reflect the occurrence of a stock dividend, a stock split,
merger, reorganization or a similar event which affects the
capital structure of the issuer of a Security in the Trust but
which does not affect the Trust's percentage ownership of the
common stock equity of such issuer at the time of such event.
If the Trust receives the securities of another issuer as the
result of a merger or reorganization of, or a spin-off,
split-off or split-up by the issuer of a Security included in
the original portfolio, the Trust may hold those securities as
if they were one of the Securities initially deposited and
adjust the proportionate relationship accordingly for all
future subsequent deposits.
The Portfolio of the Trust is not "managed" by the
Sponsor or the Trustee; their activities described below are
governed solely by the provisions of the Indenture and
-28-
<PAGE>
Agreement. The Sponsor may direct the Trustee to dispose of
Securities upon failure of the issuer of a Security in the
Trust to declare or pay anticipated cash dividends, institution
of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future
declaration or payment of dividends, the occurrence of other
market or credit factors that in the opinion of the Sponsor
would make the retention of such Securities in the Trust
detrimental to the interests of the Unit Holders or if the
disposition of such Securities is desirable in order to
maintain the qualification of the Trust as a regulated
investment company under the Code. If a failure to declare or
pay cash dividends on any of the Securities occurs and if the
Sponsor does not, within 30 days after notification, instruct
the Trustee to sell or hold such Securities, the Indenture
provides that the Trustee shall promptly sell such Securities.
An offer to purchase a Security in the Portfolio of the Trust
may be accepted or rejected, or such security may be sold on
the market.
The Sponsor is authorized to instruct the Trustee to
reinvest the proceeds of the redemption or sale of any of the
Securities in substitute Securities. Moneys held in the Trust
to cover the purchase of Securities pursuant to contracts which
have failed, may be also reinvested in substitute Securities.
The substitute Securities must satisfy certain conditions
specified in the Indenture including requirements that the
substitute securities shall be selected by the Sponsor from a
list of securities maintained by it, and updated from time to
time, and that the Securities shall have, in the opinion of the
Sponsor, characteristics sufficiently similar to the
characteristics of the other Securities in the Trust as to be
acceptable for acquisition by the Trust. The purchase price
thereof may not exceed the amount of funds reserved for the
purchase of Securities by the Trustee.
During the life of the Trust, the Sponsor, as part of
its administrative responsibilities, shall conduct reviews to
determine whether or not to recommend the disposition of
Securities. In addition, the Sponsor shall undertake to
perform such other reviews and procedures as it may deem
necessary in order for it to give the consents and directions,
including directions as to voting on the underlying Securities,
required by the Indenture and Agreement. For the
administrative services performed in making such
recommendations and giving such consents and directions, and in
making the reviews called for in connection therewith the
Sponsor shall receive the portfolio supervisory fee referred to
under "Summary of Essential Information".
-29-
<PAGE>
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting
rights with respect to the Portfolio Securities and Replacement
Securities, if any, will be exercised by the Trustee in
accordance with the directions given by the Sponsor.
Reports to Unit Holders
With each distribution, the Trustee will furnish to
Unit Holders a statement of the amount of income and other
receipts distributed, including the proceeds of the sale of the
Securities, expressed in each case as a dollar amount per Unit.
Within a reasonable period of time after the last
business day in each calendar year, but not later than February
15, the Trustee will furnish to each person who at any time
during such calendar year was a Unit Holder of record a
statement setting forth:
1. As to the Income and Principal Accounts:
(a) the amount of income received on the
Securities;
(b) the amount paid for redemption of Units;
(c) the deductions for applicable taxes or
other governmental charges, if any, and
fees and expenses of the Sponsor, the
Trustee and counsel;
(d) the amounts distributed from the Income
Account;
(e) any other amount credited or deducted from
the Income Account; and
(f) the net amount remaining after such
payments and deductions expressed both as a
total dollar amount and as a dollar amount
per Unit outstanding on the last business
day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last
business day of such calendar year;
(b) the number of Units outstanding as of the
last business day of such calendar year;
-30-
<PAGE>
(c) the Unit Value (as defined in the
Agreement) based on the last Evaluation
made during such calendar year; and
(d) the amounts actually distributed during
such calendar year from the Income and
Principal Accounts, separately stated,
expressed both as total dollar amounts and
as dollar amounts per Unit outstanding on
the Record Dates for such distributions.
Amendment
The Indenture and Agreement may be amended from time
to time by the Trustee and the Sponsor or their respective
successors, without the consent of any of the Unit Holders (a)
to cure any ambiguity or to correct or supplement any provision
contained therein which may be defective or inconsistent with
any other provision contained therein; (b) to change any
provision thereof as may be required by the Securities and
Exchange Commission or any successor governmental agency
exercising similar authority; (c) to add or change any
provision as may be necessary or advisable for the continuing
qualification of the Trust as a regulated investment company
under the Code or to prevent the applicability of the 4% excise
tax imposed by Section 4982 of the Code; or (d) to make such
other provision in regard to matters or questions arising
thereunder as shall not adversely affect the interest of the
Unit Holders; provided, that the Indenture and Agreement may
also be amended from time to time by the parties thereto (or
the performance of any of the provisions of this Indenture may
be waived) with the expressed written consent of Unit Holders
evidencing 51% of the Units at the time outstanding under the
Indenture for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of
the Indenture and Agreement or of modifying in any manner the
rights of the Unit Holders; provided, further, however, that
the Indenture and Agreement may not be amended (nor may any
provision thereof be waived) so as to (1) increase the number
of Units issuable in respect of the Trust above the aggregate
number specified in Part II of the Reference Trust Agreement or
such lesser amount as may be outstanding at any time during the
term of the Indenture, except as the result of the deposit of
Additional Securities, as therein provided, or reduce the
relative interest in the Trust of any Unit Holder without his
consent, or (2) permit the deposit or acquisition thereunder of
securities or other property either in addition to or in
substitution for any of the Securities except in the manner
permitted by the Trust Indenture as in effect on the date of
the first deposit of Securities or permit the Trustee to engage
in business or investment activities not specifically
-31-
<PAGE>
authorized in the Indenture and Agreement as originally
adopted.
Termination
The Indenture and Agreement provides that the Trust
will be liquidated during the Liquidation Period as set forth
under "Summary of Essential Information", herein, and
terminated at the end of such period. Additionally, if the
value of the Trust as shown by any Evaluation is less than
forty percent (40%) of the value of the Securities deposited in
the Trust on the Date of Deposit and thereafter, the Trustee
will, if directed by the Sponsor in writing, terminate the
Trust. The Trust may also be terminated at any time by the
written consent of Unit Holders owning 50% or more of the Units
then outstanding. Unit Holders will receive their final
distributions (that is, their pro rata distributions realized
from the sale of Portfolio Securities plus any other Trust
assets, less Trust expenses) according to their Election
Instructions. The Election Instructions will provide for the
following distribution options: (1) cash distributions; or (2)
distributions "in kind" available only to any Unit Holder
owning at least 25,000 Units. Unit Holders who do not tender
properly completed Election Instructions to the Trustee will be
deemed to have elected a cash distribution.
Cash or "In Kind" Distributions. Unit Holders
holding less than 25,000 Units will receive distributions in
respect of their Units at termination solely in cash. Unit
Holders holding at least 25,000 Units may indicate to the
Trustee that they wish to receive termination distributions "in
kind", by returning to the Trustee properly completed Election
Instructions distributed by the Trustee to such Unit Holders of
record 45 days prior to the Termination Date. The Trustee will
duly honor such election instructions received on or before the
In-Kind Distribution Date. Such Unit Holder will be entitled
to receive whole shares of each of the underlying Portfolio
Securities and cash from the Principal Account equal to the
fractional shares to which such tendering Unit Holder is
entitled. A Unit Holder receiving distributions of Securities
"in kind" may incur brokerage costs in converting Securities so
received into cash. The Trustee will transfer the Securities
to be delivered "in kind" to the account of, and for
disposition in accordance with the instructions of, the Unit
Holder.
Method of Securities Disposal. The Trustee will
begin to sell the remaining Securities held in the Trust on the
next business day following the In-Kind Distribution Date.
Since the Trust is not managed, Securities in the Portfolio
must be sold in accordance with the Indenture, which provides
for sales over a period of days or on any one day during the
-32-
<PAGE>
Liquidation Period set forth in the "Summary of Essential
Information". Daily proceeds of such sales will be deposited
into the Trust, will be held in a non-interest bearing account
until distributed and will be of benefit to the Trustee. The
sales of Portfolio Securities may tend to depress the market
prices for such Securities and thus reduce the proceeds
available to Unit Holders. The Sponsor believes that gradual
liquidation of Securities during the Liquidation Period may
mitigate negative market price consequences stemming from the
trading of large volumes of Securities over a short period of
time. There can be no assurance, however, that such procedures
will effectively mitigate any adverse price consequences of
heavy volume trading or that such procedures will produce a
better price for Unit Holders than might have been obtained had
all the Securities been sold on one particular day during the
Liquidation Period.
The Trustee will, after deduction of brokerage
charges and costs incurred in connection with the sale of
Securities, any fees and expenses of the Trust and payment into
the Reserve Account of any amount required for taxes or other
governmental charges that may be payable by the Trust,
distribute to each Unit Holder, upon surrender for cancellation
of its Certificate after due notice of such termination, such
Unit Holder's pro rata share in the Income and Principal
Accounts. The sale of Securities in the Trust upon termination
may result in a lower amount than might otherwise be realized
if such sale were not required at such time. For this reason,
among others, the amount realized by a Unit Holder upon
termination may be less than the amount paid by such Unit
Holder for Units.
RESIGNATION, REMOVAL AND LIABILITY
Regarding the Trustee
The Trustee shall be under no liability for any
action taken in good faith in reliance on prima facie properly
executed documents or for the disposition of monies or
Securities in the Trust, nor shall the Trustee be liable or
responsible in any way for depreciation or loss incurred by
reason of the disposition of any Securities by the Trustee.
However, the Trustee shall be liable for wilful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under the Indenture and Agreement. In the event of a
failure of the Sponsor to act, the Trustee may act under the
Indenture and Agreement and shall not be liable for any such
action taken by it in good faith. The Trustee shall not be
personally liable for any taxes or other governmental charges
imposed upon the Trust or in respect of the Securities or the
interest thereon. The Indenture and Agreement also contain
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<PAGE>
other customary provisions limiting the liability of the
Trustee and providing for the indemnification of the Trustee
for any loss or claim accruing to it without gross negligence,
bad faith, wilful misconduct, wilful misfeasance or reckless
disregard of its duties and obligations under the Agreement on
its part.
The Trustee or any successor may resign by executing
an instrument in writing, filing the same with the Sponsor and
mailing a copy of such notice of resignation to all Unit
Holders then of record. Upon receiving such notice the Sponsor
will use its best efforts to appoint a successor Trustee
promptly. If the Trustee becomes incapable of acting or
becomes bankrupt or its affairs are taken over by public
authorities, or if the Trustee has materially failed to perform
its duties under the Indenture and Agreement and the interest
of the Unit Holders has been impaired as a result, the Sponsor
may remove the Trustee and appoint a successor as provided in
the Agreement. If within 30 days of the resignation of a
Trustee no successor has been appointed or, if appointed, has
not accepted the appointment, the retiring Trustee may apply to
a court of competent jurisdiction for the appointment of a
successor. The resignation or removal of a Trustee becomes
effective only when the successor Trustee accepts its
appointment as such or when a court of competent jurisdiction
appoints a successor Trustee.
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust
or to Unit Holders for taking any action or for refraining from
any action in good faith or for errors in judgment. Nor shall
the Sponsor be liable or responsible in any way for
depreciation or loss incurred by reason of the disposition of
any Security. The Sponsor will, however, be liable for its own
wilful misfeasance, wilful misconduct, bad faith, gross
negligence or reckless disregard of its duties and obligations
under the Agreement.
If at any time the Sponsor shall resign under the
Agreement or shall fail or be incapable of performing its
duties thereunder or shall become bankrupt or its affairs are
taken over by public authorities, the Agreement directs the
Trustee to either (1) appoint a successor Sponsor or Sponsors
at rates of compensation deemed reasonable by the Trustee not
exceeding amounts prescribed by the Securities and Exchange
Commission, or (2) terminate the Trust Indenture and Agreement
and the Trust and liquidate the Trust. The Trustee will
promptly notify Unit Holders of any such action.
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<PAGE>
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a
corporation organized under the laws of the State of Delaware
and is a principal operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-held corporation. Dean
Witter is a financial services company that provides to its
individual, corporate, and institutional clients services as a
broker in securities and commodities, a dealer in corporate,
municipal, and government securities, an investment banker, an
investment adviser, and an agent in the sale of life insurance
and various other products and services. Dean Witter is a
member firm of the New York Stock Exchange, the American Stock
Exchange, the Chicago Board Options Exchange, other major
securities exchanges and the National Association of Securities
Dealers, and is a clearing member of the Chicago Board of
Trade, the Chicago Mercantile Exchange, the Commodity Exchange
Inc., and other major commodities exchanges. Dean Witter is
currently servicing its clients through a network of
approximately 375 domestic and international offices with
approximately 7,500 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 investment trust office at 101 Barclay
Street, New York, New York 10286. The Trustee is organized
under the laws of the State of New York, is a member of the New
York Clearing House Association and is subject to supervision
and examination by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the
Board of Governors of the Federal Reserve System. Unit Holders
should direct inquiries regarding distributions, address
changes and other matters relating to the administration of the
Trust to the Trustee at Unit Investment Trust Division, P.O.
Box 974, Wall Street Station, New York, New York 10268-0974.
Legal Opinions
The legality of the Units offered hereby has been
passed upon by Cahill Gordon & Reindel, a partnership including
a professional corporation, 80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.
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<PAGE>
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 audited by
Deloitte & Touche LLP, certified public accountants, as stated
in their report as set forth in this Prospectus, and are
included in reliance upon such report given upon the authority
of that firm as experts in accounting and auditing.
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<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
We have audited the statement of financial condition and schedule of
portfolio securities of the Dean Witter Select Equity Trust Bank Stock
Portfolio Series 2 as of August 31, 1995, and the related statements of
operations and changes in net assets for the period from September 27, 1994
(date of deposit) to August 31, 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Our procedures included confirmation of the securities owned as of
August 31, 1995 as shown in the statement of financial condition and
schedule of portfolio securities by correspondence with The Bank of New
York, the Trustee. An audit also includes assessing the accounting
principles used and the significant estimates made by the Trustee, as well
as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Dean Witter Select
Equity Trust Bank Stock Portfolio Series 2 as of August 31, 1995, and the
results of its operations and the changes in its net assets for the period
from September 27, 1994 (date of deposit) to August 31, 1995 in conformity
with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
October 2, 1995
New York, New York
F-1
</AUDIT-REPORT>
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
August 31, 1995
TRUST PROPERTY
Investments in Securities at market value(cost
$38,667,246) (Note (a) and Schedule of Portfolio
Securities Notes (1) and (2)) $45,587,369
Accrued dividend receivable 120,892
Receivable from Sponsor 23,490
Cash 383,197
Total 46,114,948
LIABILITY AND NET ASSETS
Less Liability:
Accrued Trustee's fees and expenses 41,589
Net Assets:
Balance applicable to 38,749,921 Units of
fractional undivided interest outstanding
(Note (c)):
Capital, plus unrealized market
appreciation of $6,920,123 $45,587,369
Undistributed principal and net investment
income (Note (b)) 485,990
Net assets $46,073,359
Net asset value per Unit ($46,073,359 divided by
38,749,921 Units) $ 1.1890
See notes to financial statements
F-2
<PAGE>
STATEMENT OF OPERATIONS
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
For the period from
September 27, 1994
(date of deposit)
to August 31, 1995
Investment income - dividends $ 712,943
Less Expenses:
Trustee's fees and expenses 54,874
Total expenses 54,874
Investment income - net 658,069
Unrealized market appreciation 6,920,123
Net increase in net assets resulting from operations $7,578,192
See notes to financial statements
F-3
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
For the period from
September 27, 1994
(date of deposit)
to August 31, 1995
Operations:
Investment income - net $ 658,069
Unrealized market appreciation 6,920,123
Net increase in net assets resulting from
operations 7,578,192
Less Distributions to Unit Holders:
Investment income - net (371,166)
Total distributions (371,166)
Less Capital Share Transactions:
Creation of 38,500,000 Units 38,633,264
Redemption of 79 Units (74)
Total capital share transactions 38,633,190
Net increase in net assets 45,840,216
Net assets:
Beginning of period (Note (c)) 233,143
End of period (including undistributed principal and
net investment income of $485,990) $46,073,359
See notes to financial statements
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
August 31, 1995
(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 (September 27, 1994) 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 the
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 Part B of this Prospectus.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
August 31, 1995
(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 days 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 Part B of 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 (September 27, 1994), computed
on the basis set forth under "Public Offering of Units - Public
Offering Price" in Part B of this Prospectus.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of August 31, 1995 follows:
Original cost to investors $ 243,492
Less: Gross underwriting commissions (sales charge) (10,349)
Net cost to investors 233,143
Cost to investors of Units created during deposit
period 38,434,103
Unrealized market appreciation 6,920,123
Net amount applicable to investors $45,587,369
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during the period:
Net investment income distribution during period $ .0202
Net asset value at end of period $1.1890
Trust Units outstanding at end of period 38,749,921
F-6
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
August 31, 1995
Percentage
Port- Price Per of Aggregate Market
folio Number of Share to Market Value Value
No. Symbol Name of Issuer Shares Trust of Trust <F5><F6>
<S> <C> <C> <C> <C> <C> <C>
1. ASO AmSouth Bancorporation 32,550 $37.375 2.669% $ 1,216,556
2. BOH Bancorp Hawaii, Inc. 33,015 33.500 2.426 1,106,003
3. BAC BankAmerica Corporation 22,010 56.500 2.728 1,243,565
4. BKB Bank of Boston Corporation 37,510 44.000 3.620 1,650,440
5. BK Bank of New York Company, Inc. <F7> 32,860 43.500 3.136 1,429,410
6. BT Bankers Trust New York Corporation 15,345 68.875 2.318 1,056,887
7. BBI Barnett Banks, Inc. 23,095 57.125 2.894 1,319,302
8. BOAT Boatmen's Bancshares, Inc. <F8> 32,860 37.000 2.667 1,215,820
9. CMB Chase Manhattan Corporation 28,830 57.500 3.636 1,657,725
10. CHL Chemical Banking Corporation 28,365 58.250 3.624 1,652,261
11. CMA Comerica Incorporated 35,805 35.625 2.798 1,275,553
12. CBSH Commerce Bancshares <F8><F9> 33,810 35.875 2.661 1,212,934
13. CBSS Compass Bank <F8> 42,935 30.000 2.825 1,288,050
14 CFL Corestates Financial Corp. 37,200 37.000 3.019 1,376,400
15. FCOM First Commerce Corporation <F8> 37,510 32.250 2.654 1,209,698
16. FFB First Fidelity Bancorporation 23,560 65.375 3.379 1,540,235
17. I First Interstate Bancorp. 12,245 95.500 2.565 1,169,398
18 FOA First of America Bank Corporation 28,365 44.250 2.753 1,255,151
19. FTEN First Tennessee National Corporation<F8>22,320 53.000 2.595 1,182,960
20. FTU First Union Corporation 22,940 50.125 2.522 1,149,867
21. FVB First Virginia Banks Inc. 26,350 41.125 2.377 1,083,644
22. FLT Fleet Financial Group 26,815 37.000 2.176 992,155
23. ITG Integra Financial Corporation 22,320 56.125 2.748 1,252,710
24. JPM J.P. Morgan & Co. 16,585 72.875 2.651 1,208,632
25. KEY KeyCorp 32,860 31.000 2.235 1,018,660
26. MEL Mellon Bank Corporation <F9> 26,327 47.375 2.736 1,247,242
27. NCC National City Corporation 36,115 29.750 2.357 1,074,421
28. NB Nations Bank Corporation 21,080 61.375 2.838 1,293,785
29. NBD NBD Bancorp 35,185 35.750 2.759 1,257,864
30. NOB Norwest Corporation 39,370 30.125 2.602 1,186,021
31. OKEN Old Kent Financial Corporation<F8><F9> 32,871 38.125 2.749 1,253,207
32. PNC PNC Bank Corp. 38,285 26.250 2.205 1,004,981
33. SBK Signet Banking Corporation <F9> 28,210 26.125 1.617 736,986
34. SOTR SouthTrust Corporation <F8> 50,840 25.875 2.886 1,315,485
35. STB Star Banc Corp. 24,335 53.000 2.829 1,289,755
36. ZION Zions Bancorporation <F8> 25,885 55.250 3.137 1,430,146
37. COF Capital One Financial Corporation 28,210 26.000 1.609 733,460
$45,587,369
See notes to schedule of portfolio securities
F-7
</TABLE>
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES 2
August 31, 1995
[FN]
<F5> 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 August 31, 1995.
<F6> At August 31, 1995, the unrealized market appreciation of all
Securities was comprised of the following:
Gross unrealized market appreciation $6,920,123
Gross unrealized market depreciation -
Unrealized market depreciation $6,920,123
The aggregate cost of the Securities for Federal income tax
purposes was $38,667,246 at August 31, 1995.
<F7> Dean Witter Reynolds Inc. was manager or co-manager of an offering
of Securities of this company within the past three years.
<F8> Dean Witter Reynolds Inc. Makes a market in this Security.
<F9> A three for two stock split for Mellon Bank Corporation was
declared on September 20, 1994 for stockholders of record on
November 16, 1994.
A 5% stock dividend on Commerce Bancshares was declared on
December 2, 1994 for stockholders of record on December 6, 1994.
A 5% stock dividend on Old Kent Financial Corporation was declared
on June 19, 1995, for stockholders of record on July 17, 1995.
On January 27, 1994, Signet Banking Corporation declared a spin off
of one Capital One Financial Corporation share for One Signet
Banking Corporation share for holders of record on March 1, 1995.
F-8
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This registration statement comprises the following
documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Consent of Independent Auditors; all other
consents were previously filed.
The following exhibits:
23. 1b. Consent of Independent Auditors.
27. Financial Data Schedule.
<PAGE>
CONSENT OF COUNSEL
The consent of counsel to the use of its name in the
Prospectus included in this Registration Statement is contained
in its opinion filed as Exhibit EX-5. to this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, Dean Witter Select Equity Trust, Bank
Stock Portfolio Series 2, certifies that it meets all of the
requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New
York and State of New York on the 26th day of October, 1995.
DEAN WITTER SELECT EQUITY TRUST,
BANK STOCK PORTFOLIO SERIES 2
(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. 1 to the Registration
Statement has been signed on behalf of Dean Witter Reynolds
Inc., the Depositor, by the following person in the following
capacities and by the following persons who constitute a
majority of the Depositor's Board of Directors in The City of
New York and State of New York on this 26th day of October,
1995.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman and Chief)
Executive Officer )
and Director<F32> )
By: Thomas Hines
Thomas Hines
Attorney-in-fact<F32>
___________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
Name Office
Richard M. DeMartini Director<F32>
Nancy S. Donovan Director<F32>
Robert J. Dwyer Director<F32>
Christine A. Edwards Director<F32>
James F. Higgins Director<F32>
Stephen R. Miller Director<F32>
Richard F. Powers Director<F32>
Philip J. Purcell Director<F32>
___________________
<F32> Executed copies of the Powers of Attorney have been filed with the
Securities and Exchange Commission in connection with the
Registration Statement on Form S-6 for File No. 33-56389.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. TITLE OF DOCUMENT
23. 1b. Consent of Deloitte & Touche LLP
27. Financial Data Schedule
<PAGE>
Exhibit 23.1b.
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated October 2, 1995, accompanying the
financial statements of the Dean Witter Select Equity Trust Bank Stock
Portfolio Series 2 included herein and to the reference to our Firm as
experts under the heading "Auditors" in the prospectus which is a part of
this registration statement.
DELOITTE & TOUCHE LLP
October 26, 1995
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 BANK STOCK PORTFOLIO SERIES 2
AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<RESTATED>
<SERIES>
<NAME> DEAN WITTER SELECT EQUITY TRUST
BANK STOCK PORTFOLIO SERIES
<NUMBER> 7
<MULTIPLIER> 1
<FISCAL-YEAR-END> Aug-31-1995
<PERIOD-START> Sep-27-1994
<PERIOD-END> Aug-31-1995
<PERIOD-TYPE> OTHER
<INVESTMENTS-AT-COST> 38,667,246
<INVESTMENTS-AT-VALUE> 45,587,369
<RECEIVABLES> 144,382
<ASSETS-OTHER> 383,197
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 46,114,948
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 41,589
<TOTAL-LIABILITIES> 41,589
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,667,211
<SHARES-COMMON-STOCK> 38,749,921
<SHARES-COMMON-PRIOR> 250,000
<ACCUMULATED-NII-CURRENT> 486,025
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 6,920,123
<NET-ASSETS> 46,073,359
<DIVIDEND-INCOME> 712,943
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 54,874
<NET-INVESTMENT-INCOME> 658,059
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 6,920,123
<NET-CHANGE-FROM-OPS> 7,578,192
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 371,166
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 38,500,000
<NUMBER-OF-SHARES-REDEEMED> 79
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 45,840,216
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
