<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1994
Registration No. 33-
Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
Investment Company Act No. 811-5065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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,
SELECT 10 INTERNATIONAL SERIES 95-1
B. Name of Depositor: DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agents 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
E. Total and amount of securities being registered:
An indefinite number of Units of Beneficial Interest pursuant to
Rule 24f-2 promulgated under the Investment Company Act of 1940,
as amended
F. Proposed maximum offering price to the public of the securities
being registered:Indefinite
<PAGE>
G. Amount of filing fee: $500.00 (as required by Rule 24f-2)
H. Approximate date of proposed sale to public:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INTERNATIONAL SERIES 95-1
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
<TABLE>
<S> <C>
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 Underwriter ) Table of Contents
5. Organization of Trust ) Introduction
6. Execution and termination of Indenture ) Introduction; Amendment
and Termination of the Indenture
7. Changes of name ) Included in Form N-8B-2
8. Fiscal Year ) Included in Form N-8B-2
9. Litigation ) *
II. GENERAL DESCRIPTION OF THE TRUST
AND SECURITIES OF THE TRUST
10. General Information regarding Trust's )
Securities and Rights of Holders )
(a.) Type of Securities ) Rights of Unit Holders
(Registered or Bearer)
* Not applicable, answer negative or not required.
<PAGE>
(b.) Type of Securities ) Administration of the Trust-
(Cumulative or Distributive ) Distribution
(c.) Rights of Holders as to ) Redemption; Public Offering of
withdrawal or redemption ) Units Secondary Market
(d.) Rights of Holders as to conversion, ) Public Offering of Units-
transfer, partial redemption and ) Secondary Market; Exchange
similar matters ) Option; Redemption; Rights of
Unit Holders-Certificates
(e.) Lapses or defaults with respect to ) *
periodic payment plan certificates )
(f.) Voting rights as to Securities ) Rights of Unit Holder-Certain
under the Indenture ) Limitations; Amendment and
) Termination of the Indenture
(g.) Notice to Holders as to change in )
(1) Composition of assets ) Administration of the Trust-
of the Trust ) Reports to Unit Holders; The
) Trust-Summary Description of
) Portfolios
(2) Terms and Conditions ) Amendment and Termination of the
of Trust's Securities ) Indenture
(3) Provisions of Indenture ) Amendment and Termination of
the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
(h.) Security Holders Consent required )
to change )
(1) Composition of assets of Trust ) Amendment and Termination of
the Indenture
(2) Terms and conditions of ) Amendment and Termination of
Trust's Securities ) the Indenture
(3) Provisions of Indenture ) Amendment and Termination of
the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i.) Other principal features ) Cover of Prospectus; Tax Status
of the Trust's Securities )
11. Type of securities comprising units ) The Trust-Summary Description of
) the Portfolios; Objectives and
) Securities Selection; The Trust-
) Special Considerations
12. Type of securities comprising ) *
periodic payment certificates )
* Not applicable, answer negative or not required.
<PAGE>
13. (a.) Load, fees, expenses, etc. ) Summary of Essential Information;
) Public Offering of Units-Public
) Offering Price; -Profit of
) Sponsor; - Volume Discount
) Expenses and Charges
(b.) Certain information regarding ) *
periodic payment certificates
(c.) Certain percentages ) Summary of Essential Information;
) Public Offering of Units-Public
) Offering Price; -Profit of
) Sponsor; - Volume Discount
(d.) Price differentials ) Public Offering of Units -
) Public Offering Price
(e.) Certain other loads, fees, ) Rights of Unit Holders-
expenses, etc. payable by holders ) Certificates
(f.) Certain profits receivable by ) Redemption - Purchase by the
depositor, principal underwriters, ) Sponsors of Units Tendered for
trustee or affiliated persons ) Redemption
(g.) Ratio of annual charges to income ) *
14. Issuance of trust's securities ) Introduction; Rights of Unit
) Holders - Certificates
15. Receipt and handling of payments from ) Public Offering of Units-Profit
purchasers ) of Sponsor
16. Acquisition and disposition of ) Introduction; Amendment and
underlying securities ) Termination of the Indenture;
) Objectives and Securities
) Selection; The Trust-Summary
) Description of the Portfolio;
) Sponsor-Responsibility
17. Withdrawal or redemption ) Redemption; Public Offering of
) Units-Secondary Market
18. (a.) Receipt and disposition of income ) Administration of the Trust;
) Reinvestment Programs
(b.) Reinvestment of distributions ) Reinvestment Programs
(c.) Reserves or special fund ) Administration of the Trust-
) Distribution
* Not applicable, answer negative or not required.
<PAGE>
(d.) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the Trust-
) Records and Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provisions of ) Amendment and Termination of the
trust agreement ) Indenture; Sponsor - Limitation
) on Liability Resignation; Trustee
) - Limitation on Liability -
) Resignation
21. Loans to security holders ) *
22. Limitations on liability of depositor, ) Sponsor, Trustee; Evaluator -
trustee, custodian, etc. ) Limitation on Liability
23. Bonding arrangements ) Included in Form N-8B-2
24. Other material provisions of trust ) *
agreement
III. ORGANIZATION PERSONNEL AND AFFILIATED
PERSONS OF DEPOSITOR
25. Organization of Depositor ) Sponsor
26. Fees received by Depositor ) Expenses and Charges - fees;
) Public Offering
) of Units-Profit of Sponsor
27. Business of Depositor ) Sponsor and Included in Form N-
) 8B-2
28. Certain information as to officials and ) Included in Form N-8B-2
affiliated persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
31. Compensation of Officers and Director ) *
of Depositor
32. Compensation of Directors of Depositor ) *
33. Compensation of employees of Depositor ) *
34. Remuneration of other persons for ) *
certain services rendered to trust )
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
* Not applicable, answer negative or not required.
<PAGE>
35. Distribution of trust's securities ) Public Offering of Units-Public
by states ) Distribution
36. Suspension of sales of trust's ) *
securities
37. Revocation of authority to distribute ) *
38. (a.) Method of distribution ) Public Offering of Units
(b.) Underwriting agreements )
(c.) Selling agreements )
39. (a.) Organization of principal ) Sponsor
underwriter
(b.) N.A.S.D. membership of )
principal underwriter )
40. Certain fees received by ) Public Offering of Units-Profit
principal underwriter ) of Sponsor
41. (a.) Business of principal underwriter ) Sponsor
(b.) Branch offices of principal ) *
underwriter
(c.) Salesman of principal underwriter ) *
42. Ownership of trust's securities ) *
by certain persons
43. Certain brokerage commissions received ) *
by principal underwriter )
44. (a.) Method of valuation ) Public Offering of Units
(b.) Schedule as to offering price ) *
(c.) Variation in offering price to ) Public Offering of Units-Volume
certain persons ) Discount; Exchange option
45. Suspension of redemption rights ) *
46. (a.) Redemption valuation ) Public Offering of Units-
) Secondary Market; Redemption
(b.) Schedule as to redemption price ) *
47. Maintenance of position in underlying ) See items 10(d), 44 and 46
securities
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of Trustee ) Trustee
49. Fees and expenses of Trustee ) Expenses and Charges
* Not applicable, answer negative or not required.
<PAGE>
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
51. (a.) Name and address of Insurance ) *
Company
(b.) Type of policies ) *
(c.) Type of risks insured and excluded ) *
(d.) Coverage of policies ) *
(e.) Beneficiaries of policies ) *
(f.) Terms and manner of cancellation ) *
(g.) Method of determining premiums ) *
(h.) Amount of aggregate premiums paid ) *
(i.) Persons receiving any part of ) *
premiums
(j.) Other material provisions of the ) *
Trust relating to insurance )
VII. POLICY OF REGISTRANT
52. (a.) Method of selecting and eliminating ) Introduction
securities from the Trust ) Objectives and Securities
) Selection; The Trust-Summary
) Description of the Portfolio
) Sponsor - Responsibility
(b.) Elimination of securities ) *
from the Trust )
(c.) Substitution and elimination of ) Introducton
securities from the Trust ) Objectives and Securities
) Selection; Sponsor -
) Responsibility;
(d.) Description of any fundamental ) *
policy of the Trust )
53. Taxable status of the Trust ) Cover of Prospectus; Tax
) Status
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. Information regarding the Trust's past ) *
ten fiscal years )
55. Certain information regarding periodic ) *
payment plan certificates )
56. Certain information regarding periodic ) *
payment plan certificates )
57. Certain information regarding periodic ) *
payment plan certificates )
* Not applicable, answer negative or not required.
<PAGE>
58. Certain information regarding periodic ) *
payment plan certificates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
* Not applicable, answer negative or not required.
</TABLE>
<PAGE>
Subject to completion dated November 8, 1994
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy them be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state.
[LOGO] DEAN
WITTER
SELECT
EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
Select 10 UK Portfolio 95-1
____________ Units
(A Unit Investment Trust)
Select 10 Hong Kong Portfolio 95-1
____________ Units
(A Unit Investment Trust)
Select 10 International Series 95-1 consists of two separate unit investment
trusts formed for the purposes of providing income and above-average growth
potential through an investment for approximately 1 year in a fixed portfolio
of common stocks. Select 10 UK Portfolio (the "UK Portfolio") and Select 10
Hong Kong Portfolio 95-1 (the "Hong Kong Portfolio") consist of the ten
common stocks in the Financial Times Industrial Ordinary Share Index (the
"Financial Times Index") and the Hang Seng Index, respectively, having the
highest dividend yields on December 31, 1994. The publishers of these
indexes have not participated in any way in the creation of a Trust or in the
selection of stocks included in a Trust and have not reviewed or approved any
information included herein relating thereto. The value of the Units of the
Trust will fluctuate with the value of the Portfolio of underlying Securities
and changes in exchange rates. Unless otherwise indicated, all amounts
herein are stated in U.S. dollars computed on the basis of the exchange rate
for British pounds sterling or Hong Kong dollars, as applicable, on
January ___, 1995. 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.
Sponsor: 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.
Prospectus dated January __, 1995
<PAGE>
Parts A and B of this Prospectus do 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
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 UK PORTFOLIO 95-1
SELECT 10 HONG KONG PORTFOLIO 95-1
TABLE OF CONTENTS
Page Page
PART A Exchange Option . . . . . . . . . . 21
Cover Reinvestment Program . . . . . . . 22
Table of Contents . . . . . . . . 2 Rights of Unit Holders . . . . . . 23
Summary of Essential Information 3 Unit Holders . . . . . . . . . . 23
Independent Auditors' Report . . 21 Certain Limitations . . . . . . . 23
Statement of Financial Condition 22 Expenses and Charges . . . . . . . 23
Schedule of Portfolio Securities 24 Initial Expenses . . . . . . . . 23
PART B Fees . . . . . . . . . . . . . . 24
Introduction . . . . . . . . . . 1 Other Charges . . . . . . . . . . 24
The Trust . . . . . . . . . . . . 3 Administration of the Trust . . . . 24
Risk Factors--Special Records and Accounts . . . . . . 24
Considerations . . . . . . . . . 3 Distribution . . . . . . . . . . 25
Summary Description of the Portfolio Supervision . . . . . . 25
Portfolio . . . . . . . . . . . . 3 Voting of the Portfolio Securities 26
Objectives and Securities Reports to Unit Holders . . . . . 26
Selection . . . . . . . . . . . . 10 Amendment . . . . . . . . . . . . 27
Distribution . . . . . . . . . 11 Termination . . . . . . . . . . . 27
Tax Status of the Trust . . . . . 11 Resignation, Removal and Liability 28
Retirement Plans . . . . . . . . 14 Regarding the Trustee . . . . . . 28
Public Offering of Units . . . . 15 Regarding the Sponsor . . . . . . 29
Public Offering Price . . . . . 15 Miscellaneous . . . . . . . . . . . 29
Public Distribution . . . . . . 16 Sponsor . . . . . . . . . . . . . 29
Secondary Market . . . . . . . 16 Trustee . . . . . . . . . . . . . 30
Profit of Sponsor . . . . . . . 17 Legal Opinions . . . . . . . . . 30
Volume Discount . . . . . . . . 17 Auditors . . . . . . . . . . . . . 30
Redemption . . . . . . . . . . . 18
Right of Redemption . . . . . . 18
Computation of Redemption Price 20
Postponement of Redemption . . 21
Sponsor Trustee
Dean Witter Reynolds Inc. The Bank of New York
2 World Trade Center 101 Barclay Street
New York, New York 10048 New York, New York 10286
No person is authorized to give any information or to make any
representations with respect to this investment company not contained in
Parts A and B of this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized. Parts A
and B of this Prospectus do 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.
-2-
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 UK PORTFOLIO 95-1
As of January __, 1995*
Aggregate U.S. Dollar Value of Securities in Trust** . . . . . . $
Number of Units . . . . . . . . . . . . . . . . . . . . . . . . . +
Fractional Undivided Interest in the Trust Represented by Each Unit 1/ th
Public Offering Price Per Unit:
Aggregate U.S. Dollar Value of Securities in the
Trust Divided by Units . . . . . . . . . . . . . . . . . $
Plus Sales Charge of 3.00% of Public Offering Price***
(3.093% of net amount invested in Securities). . . . . . . . .
Plus the amount per Unit in the Income and Principal
Accounts plus applicable commissions****. . . . . . . . . . .
Public Offering Price per Unit. . . . . . . . . . . . . . . . . . . $
Minimum Purchase: $1,000
Public Offering Price Per 100 Units . . . . . . . . . . . . . . . $
Sponsor's Repurchase Price per 100 Units and
Redemption Price per 100 Units
(based on the value of the underlying Securities,
$ less than the Public
Offering Price per 100 Units)***** . . . . . . . . . . . . . . . $
Evaluation Time . . . . . . . . . Close of London Stock Exchange
(currently 11:30 a.m., New York time)
Record Date . . . . . . . . . . . , 1995
Distribution Dates . . . . . . . , 1995 and on or about
, 1996.++
Minimum Principal Distribution . No distribution need be made from the
Principal Account if the balance therein
is less than $1.00 per 100 Units
outstanding.
In-Kind Distribution Date . . . . , 1996.
Liquidation Period . . . . . . . Not to exceed 10 business days after
the In-Kind Distribution Date.++
Mandatory Termination Date . . . , 1996 .
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.+
-3-
<PAGE>
Trustee's Fee (including estimated
expenses)****** . . . . . . . . . $ per 100 Units.
Sponsor's Portfolio Supervision
Fee****** . . . . . . . . . . . . Maximum of $0.25 per 100 Units.
__________________________
*The Date of Deposit. The Indenture was signed and the initial deposit of
Securities with the Trustee was made on the Date of Deposit.
**Based on the evaluation of the Securities in U.S. dollars at the
offering side of the exchange rate for the British pound sterling as of 11:30
A.M., New York Time, on January __, 1995.
***The sales charge will decline over the life of the Trust. (See
"Public Offering of Units -- Public Offering Price", in Part B.)
****The amount of applicable commissions and any other transactional
costs are added to Units created during the primary offering period and when
Units are created for the Reinvestment Program.
*****The Sponsor's Repurchase Price and Redemption Price are based on the
aggregate value of the Securities in U.S. dollars at the bid side of the
exchange rate for the British pound sterling. After the primary offering
period, the repurchase and cash redemption prices will be reduced to reflect
the Trust's estimated costs of liquidating the Security to meet redemption,
currently estimated at per 100 Units for the Hong Kong Portfolio.
******See: "Expenses and Charges" herein. The fee accrues daily and is
payable on each Distribution Date. Estimated dividends from the Securities,
based on the last dividends actually paid, are expected by the Sponsor to be
sufficient to pay the estimated expenses of the Trust.
+The number of Units will be increased as the Sponsor deposits
additional Securities into the Trust. See "Introduction", in Part B.
++The final distribution will be made within 5 business days following
the receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust -- Termination", in Part B.)
-4-
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 HONG KONG PORTFOLIO 95-1
As of January __, 1995*
Aggregate U.S. Dollar Value of Securities in Trust** . . . $
Number of Units . . . . . . . . . . . . . . . . . . . . . . +
Fractional Undivided Interest in the Trust Represented by
Each Unit . . . . . . . . . . . . . . . . . . . . . . . . 1/ th
Public Offering Price Per Unit:
Aggregate U.S. Dollar Value of Securities in the Trust
Divided by Units . . . . . . . . . . . . . . $
Plus Sales Charge of 3.00% of Public Offering Price***
(3.093% of net amount invested in Securities) . . . . .
Plus the amount per Unit in the Income and Principal
Accounts plus applicable commissions**** . . . . . . .
Public Offering Price per Unit . . . . . . . . . . . $
Minimum Purchase: $1,000
Public Offering Price Per 100 Units . . . . . . . . . . . . $
Sponsor's Repurchase Price per 100 Units and Redemption
Price per 100 Units (based on the value of the underlying
Securities, $ less than the Public Offering
Price per 100 Units)***** . . . . . . . . . . . . . . . . $
Evaluation Time . . . . . . . . . Close of Hong Kong Exchange
(currently 3:30 a.m., New York time)
Record Date . . . . . . . . . . . , 1995
Distribution Dates . . . . . . . , 1995 and on or about
, 1996.++
Minimum Principal Distribution . No distribution need be made from the
Principal Account if the balance
therein is less than $1.00 per 100
Units outstanding.
In-Kind Distribution Date . . . . , 1996.
Liquidation Period . . . . . . . . Not to exceed 10 business days after
the In-Kind Distribution Date.++
Mandatory Termination Date . . . , 1996 .
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.+
-5-
<PAGE>
Trustee's Fee (including estimated
expenses)****** . . . . . . . . . $ per 100 Units.
Sponsor's Portfolio Supervision
Fee****** . . . . . . . . . . . . Maximum of $0.25 per 100 Units.
__________________________
*The Date of Deposit. The Indenture was signed and the initial deposit of
Securities with the Trustee was made on the Date of Deposit.
**Based on the evaluation of the Securities in U.S. dollars at the
offering side of the exchange rate for the Hong Kong dollar as of 3:30 A.M.,
New York Time, on January __, 1995.
***The sales charge will decline over the life of the Trust. (See
"Public Offering of Units -- Public Offering Price", in Part B.)
****The amount of applicable commissions and any other transactional
costs are added to Units created during the primary offering period and when
Units are created for the Reinvestment Program.
*****The Sponsor's Repurchase Price and Redemption Price are based on the
aggregate value of the Securities in U.S. dollars at the bid side of the
exchange rate for the Hong Kong dollar. After the primary offering period, the
repurchase and cash redemption prices will be reduced to reflect the Trust's
estimated costs of liquidating the Security to meet redemption, currently
estimated at per 100 Units for the Hong Kong Portfolio.
******See: "Expenses and Charges" herein. The fee accrues daily and is
payable on each Distribution Date. Estimated dividends from the Securities,
based on the last dividends actually paid, are expected by the Sponsor to be
sufficient to pay the estimated expenses of the Trust.
+The number of Units will be increased as the Sponsor deposits
additional Securities into the Trust. See "Introduction", in Part B.
++The final distribution will be made within 5 business days following
the receipt of proceeds from the sale of all Portfolio Securities. (See:
"Administration of the Trust -- Termination", in Part B.)
-6-
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--The Dean Witter Select Equity Trust Select 10 International
Series 95-1 consists of two unit investment trusts, Select 10 UK Portfolio 95-1
(the "UK Portfolio") and Select 10 Hong Kong Portfolio 95-1 (the "Hong Kong
Portfolio") (each a "Trust"), each composed of publicly-traded common stocks or
contracts to purchase such stocks (the "Securities"). The objectives of the UK
Portfolio are to provide income and above-average growth potential through
investment in the ten common stocks in the Financial Times Industrial Ordinary
Share Index (the "Financial Times Index") having the highest dividend yield as
of the Date of Deposit. The Financial Times Index is composed of 30 companies
which are representative of British industry and commerce and is an unweighted
average. The objectives of the Hong Kong Portfolio are to provide income and
above-average growth potential through investment in the ten common stocks in
the Hang Seng Index having the highest dividend yield as of the Date of
Deposit. The Hang Seng Index is composed of 33 companies listed on the Hong
Kong Exchange which are representative of the companies listed on the Hong Kong
Exchange and is weighted by market capitalization. An investment in
approximately equal values of the ten highest yielding stocks in the Financial
Times Index and the Hang Seng Index (the "Select 10") for a period of one year
would have, in most of the last 20 years, yielded a higher total return than an
investment in all of the stocks comprising the Financial Times Index and the
Hang Seng Index. The UK Portfolio and Hong Kong Portfolio seek to achieve
better performance than the Financial Times Index and the Hang Seng Index,
respectively. Investment in a number of companies having high dividends
relative to their stock prices (usually because their stock prices are
depressed) is designed to increase the Trust's potential for higher returns.
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 and the prices of
equity securities in general and the Securities in particular. In addition, a
decrease in the value of the British pound sterling or the Hong Kong dollar
relative to the U.S. dollar will adversely affect the U.S. dollar value of the
respective Portfolio's income and assets and the value of Units of that
Portfolio. Therefore, there is no guarantee that the objectives of the Trust
will be achieved. On the initial Date of Deposit and thereafter, the Sponsor
may, under the Indenture and Agreement, deposit additional Securities,
contracts to purchase additional Securities together with a letter of credit
and/or cash (or a letter of credit in lieu of cash) with instructions to
purchase additional Securities in order to create Additional Units while
maintaining to the extent practicable the proportionate relationship between
the number of shares of each Security in the Portfolio.
TERMINATION--The Trust will terminate approximately 1 year after the
initial Date of Deposit regardless of market conditions at that time. After
this period, the Trust will liquidate. Unitholders of 2,500 units or more may
elect to receive shares in-kind. 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 held 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
, 1996 and will be of benefit to the Trustee during such period.
During the life of the Trust, Securities will not be sold to take advantage of
market fluctuations. 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 to exceed the Liquidation Period. The Sponsor
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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 under
"Administration of the Trust -- Termination."
DISTRIBUTION--The Trustee will distribute any dividends and any proceeds
from the disposition of Securities not used for redemption of Units received by
each Trust on , 1995 and on or about , 1996 to
holders of record on , 1995 and the Termination Date,
respectively. Upon termination of the Trust, the Trustee will distribute to
each Unit Holder of record its pro rata share of the Trust's assets, less
expenses. The sale of Securities in the Trust during the period prior to
termination and upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time due to
impending or actual termination of the Trust. For this reason, among others,
the amount realized by a Unit Holder upon termination may be less than the
amount paid by such Unit Holder. (See: "Administration of the Trust--
Distribution".)
The Sponsor anticipates that, based upon the last dividends actually paid
by the companies listed in the "Schedule of Portfolio Securities", dividends
from the Securities will be sufficient to (i) pay expenses of the Trust and
(ii) after such payment, to make distributions to Unit Holders as described
herein. (See: "Expenses and Charges" and "Administration of the Trust--
Distribution".)
PUBLIC OFFERING PRICE--The Public Offering Price per 100 Units is computed
on the basis of the aggregate U.S. dollar value of the underlying Securities
next computed after receipt of a purchase order plus cash on hand in the Trust
at the offering side value of the currency exchange rate, divided by the number
of Units outstanding times 100, plus a sales charge of 3.093% of such
evaluation per 100 Units (the net amount invested); this results in a sales
charge of 3.00% of the Public Offering Price. The amount of applicable
commissions and any other transactional costs are added to Units created during
the primary offering period and when Units are created for the Reinvestment
Program. The sales charge of 3.00% will decline over the life of the Trust in
the manner described below. On April 1, 1995, the sales charge will decline to
% ( % of the net amount invested). On July 1, 1995, it will decline
again to % ( % of the net amount invested) and on October 1, 1995, it
will decline to % ( % of the net amount invested). (See: "Public
Offering of Units--Public Offering Price".)
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. If such market is not maintained, a Unit
Holder will be able to dispose of his Units through redemption at prices based
on the aggregate value of the underlying Securities. (See: "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
common stock to receive payments from issuers of such stock; such rights are
inferior to those of creditors and holders of debt obligations or preferred
stock. Also, holders of common stock have the right to receive dividends only
when, as and if such dividends are declared by the issuer's board of directors.
Investors should also be aware that the value of the underlying Securities in
the Portfolio may fluctuate in accordance with changes in the value of common
stocks in general. Global and regional perceptions of the United Kingdom (the
"UK") and Hong Kong markets' currency exchange rate fluctuations and the impact
of the Sponsors' purchase and sale of Securities should also be considered.
Although there are certain risks of price volatility associated with investment
in common stocks, your risk is reduced because your capital is divided among 10
stocks from several different industry groups.
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Foreign Issuers. Each Portfolio is considered to be concentrated in
securities of non-United States issuers. Issuers of non-United States
companies may involve investment risks that are different from those of
domestic issues, including future political and economic developments, the
possible imposition of withholding taxes and exchange controls or other foreign
governmental restrictions which might adversely affect the payment of
distributions on Securities in the Portfolio. In addition, there may be less
publicly available information about a foreign issuer and foreign issuers are
not generally subject to uniform accounting, auditing and financial reporting
standards, practices and requirements comparable to those applicable to
domestic issuers. Foreign securities markets, while growing in volume, have,
for the most part, substantially less volume than U.S. markets, and securities
of many foreign companies are less liquid and their prices more volatile than
securities of comparable domestic companies. Fixed brokerage commissions and
other transaction costs on foreign securities exchanges are generally higher
than in the United States and there is generally less government supervision
and regulation of exchanges, brokers and issuers in foreign countries than
there is in the United States. (See "Risk Factors--Jurisdiction over Foreign
Issuers".)
Currency Exchange. All of the Securities in the UK Portfolio are
denominated in British pounds sterling and all of the Securities in the Hong
Kong Portfolio are denominated in Hong Kong dollars. In the past both of these
currencies have fluctuated in value against the United States dollar for many
reasons, including supply and demand of each currency, the impact of interest
rate differentials between different currencies on the movement of foreign
currency rates, the soundness of the world economy, the rate of inflation in
the UK and Hong Kong compared to that of the United States and the strength of
the economies of the UK and Hong Kong as compared to the economy of the United
States. However, the Hong Kong Dollar has been "pegged" to the U.S. dollar
since 1983 and this has reduced currency exchange risk to some degree. (See
"Risk Factors--Foreign Exchange Rates".)
The Securities in the UK Portfolio and Hong Kong Portfolio are generally
listed on a securities exchange. Whether or not those Securities are, or
continue to be, listed, their principal trading market may be in the over-the-
counter market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
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 the redemptions
and the value of Units will be adversely affected if trading markets for the
Securities are limited or absent. (See "Risk Factors--Liquidity".)
In connection with the deposit by the Sponsor of cash (or a letter of
credit in lieu of cash) with instructions to purchase additional Securities in
order to create Additional Units, to the extent that the price of a Security
and/or exchange rates fluctuate between the time the cash is deposited and the
time the cash is used to purchase the Security, Units may represent more or
less of that Security and more or less of other Securities in the Portfolio of
the Trust. In addition, the brokerage fees incurred in purchasing Securities
with such deposited cash will be borne by the Trust. Any Unit Holder who
purchased Units prior to the purchase of Securities with such deposited cash
would experience dilution as a result of any such brokerage fees.
SPECIAL CHARACTERISTICS OF THE TRUST
--Securities Selection. The UK Portfolio and the Hong Kong Portfolio
consist of the ten common stocks in the Financial Times Index and the Hang Seng
Index, respectively, having the highest dividend yield as of December 31, 1994.
The publishers of these indexes have not participated in any way in the
creation of a Trust or in the selection of the stocks included in a Trust and
have not reviewed or approved any of the information herein relating thereto.
The yield for each stock was calculated by adding together the most recent
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interim and final dividend declared (generally, UK and Hong Kong companies pay
one interim and one final dividend per fiscal year) and dividing the result by
the market value of the stock. Such formula (an objective determination) served
as the basis for the Sponsor's selection of the ten stocks in each index having
the highest dividend yield. The philosophy is simple. The Trusts do not require
sophisticated analysis or an explanation of complex investment strategies, just
the pure and simple concept of buying a quality portfolio of stocks with the
highest dividend yields of the stocks in the Financial Times Index or the Hang
Seng Index in one convenient purchase. The Securities were selected
irrespective of any buy or sell recommendation by the Sponsor. Investing in
Financial Times Index and Hang Seng Index stocks with the highest dividend
yields may be effective as well as conservative because regular dividends are
common for established companies and dividends have accounted for a substantial
portion of the total return on Financial Times Index and Hang Seng Index stocks
as a group.
Investors should note that the above criteria were applied to the
Securities selected for inclusion in the Trust Portfolio as of December 31,
1994. Subsequent to such date, the Securities may no longer rank among the ten
stocks in the Financial Times Index and the Hang Seng Index having the highest
dividend yield, the yields on the Securities in a portfolio may change or the
Securities may no longer be included in the Financial Times Index and the Hang
Seng Index. However, the Sponsor may, on and subsequent to the Date of Deposit,
deposit additional Securities which reflect the Portfolio as of the Date of
Deposit, subject to permitted adjustments, and sell such additional Units
created. The creation and sale of additional Units and the sale of Units in the
secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
such later time. In addition, certain Securities to be deposited in the UK
Portfolio and the Hong Kong Portfolio may be purchased on securities exchanges
other than the London Stock Exchange and the Hong Kong Stock Exchange,
respectively.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. The
Trusts seek a higher total return than the Financial Times Index and the Hang
Seng Index by acquiring the ten common stocks in the Financial Times Index and
the Hang Seng Index, respectively, having the highest dividend yields on the
Date of Deposit, and holding them for about one year. Purchasing a portfolio of
these stocks through an investment in the Trust as opposed to one or two
individual stocks may achieve better overall performance and will achieve
diversification. There is only one investment decision instead of ten, and two
distributions to the investor during the one-year life of the Trust instead of
40. An investment in the Trust can be cost-efficient, avoiding the odd-lot
costs of buying small quantities of securities directly. Investment in a number
of companies with high dividends relative to their stock prices is designed to
increase the Trust's potential for higher returns. The Trust's return may
consist of a combination of capital appreciation and current dividend income.
UK Portfolio--The Financial Times Index. The Financial Times Index
comprises 30 common stocks chosen by the editors of The Financial Times
(London) as representative of British industry and commerce. The companies are
major factors in their industries and their stocks are widely held by
individuals and institutional investors. The Financial Times Index is a
geometric, unweighted average of the share prices of these companies and is
calculated on an hourly basis. Its base is 100 as at April 10, 1962. Changes
in the components of the Financial Times Index are made entirely by the editors
of The Financial Times without consultation with the companies, any stock
exchange or any official agency. For the sake of continuity, the balance of
stocks from various industry sectors has been maintained since the introduction
of the Financial Times Index in 1935. Most substitutions of companies within
those sectors have been the result of mergers or because of poor share
performance, and from time to time, changes may be made to achieve a better
representation. The components of the Financial Times Index may be changed at
any time for any reason. Any changes in the components in the Financial Times
Index announced after the Date of Deposit will not cause a change in the
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identity of the common stocks included in the UK Portfolio, including any
Securities deposited thereafter. (See "Risk Factors--UK Portfolio".)
The Financial Times Industrial Ordinary Share Index (the "FT Index")
The FT Index began as the Financial News Industrial Ordinary Share Index
in London in 1935 and became the Financial Times Industrial Ordinary Share
Index in 1947. The following are the stocks currently represented in the FT
Index:
Allied Lyons PLC Glaxo Holdings PLC
ASDA Group PLC Grand Metropolitan PLC
BICC PLC Guest Keen & Nettlefords (GKN) PLC
The BOC Group PLC Guinness PLC
BTR PLC Hanson PLC
Blue Circle Industries PLC Imperial Chemical Industries PLC
The Boots Company PLC Lucas Industries PLC
The British Petroleum Company PLC Marks & Spencer PLC
British Telecommunications PLC National Westminster Bank PLC
British Gas PLC Peninsular & Oriental Steam Navigation
Company
British Airways PLC Reuters Holdings PLC
Cadbury Schweppes Public Limited Co. Royal Insurance Holdings PLC
Courtaulds PLC SmithKline Beecham PLC
Forte PLC Tate & Lyle PLC
The General Electric Company PLC Thorn EMI PLC
Hong Kong Portfolio--The Hang Seng Index. The Hang Seng Index, which was
first published in 1969, comprises 33 of the 515 stocks listed on the Stock
Exchange of Hong Kong Ltd. (the "Hong Kong Exchange") as of September 30, 1994,
and includes companies intended to represent four major market sectors:
commerce and industry, finance, properties and utilities. The Hang Seng Index
is a recognized indicator of stock market performance in Hong Kong. It is
computed by dividing the aggregate current market value of the constituent
stocks (i.e. the sum of the products of the current market price of each stock
and the number of issued shares of such stock) by the aggregate base market
value of those stocks. Accordingly, the Hang Seng Index is strongly influenced
by stocks with large market capitalizations. The Index represents
approximately 70% of the total market capitalization of the stocks listed on
the Hong Kong Exchange. Any changes in the components in the Hang Seng Index
announced after the Date of Deposit will not cause a change in the identity of
the common stocks included in the Hong Kong Portfolio, including any Securities
deposited thereafter. (See "Risk Factors--Hong Kong Portfolio".)
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<PAGE>
The Hang Seng Index
Following are the stocks currently comprising the Hang Seng Index:
Bank of East Asia Ltd. HSBC Holdings PLC
Cathay Pacific Hutchison Whampoa
Cheung Kong Hysan Development Company
China Light & Power Co. Jardine Matheson*
Citic Pacific Jardine Strategic*
Dairy Farm Int. Holdings** Lai Sun Garment International*
Great Eagle Holdings Mandarin Oriental**
Hang Lung Development Company Miramar Hotel & Investment
Hang Seng Bank New World Dev.
Henderson Land Development Shun Tak Holdings Limited
Hong Kong Aircraft Engineering Sun Hung Kai Properties
Hong Kong Electric Swire Pacific (A)
Hong Kong and China Gas TV Broadcasts
Hong Kong and Shanghai Hotels Wharf Holdings
Hong Kong Land Holdings Limited** Winsor Industrial Corp.*
Hong Kong Telecommunications Wheelock & Co.
Hopewell Holdings
___________________________
* These companies will no longer be included in the Hang Seng Index
effective November 30, 1994. The following companies will be added to the
Hang Seng Index effective November 30, 1994: Amoy Properties Ltd.,
Guangdong Investment Ltd., Johnson Electric Holdings Ltd. and Oriental
Press Group Ltd.
** These companies will no longer be included in the Hang Seng Index
effective February 28, 1995. The following companies will be added to the
Hang Seng Index effective February 28, 1995: Shangri-La Asia Ltd., Sino
Land Co. Ltd and South China Morning Post (Holdings) Ltd.
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<PAGE>
The following tables show the actual performance of the Financial Times
Index and Hang Seng Index and of the ten stocks in each index having the
highest dividend yield in each of the past twenty years as of the date
indicated for each of such years.
FINANCIAL TIMES INDEX(1)
% CHANGE
YEAR IN VALUE DIVIDEND
ENDED 12/31/ FOR YEAR(2) RETURN(3) TOTAL RETURN(4)(5)
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
a Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes.
______________________
(1) An index of 30 stocks compiled by The Financial Times.
(2) The percentage change in value represents the difference between the
beginning and ending value of the Financial Times Index divided by the
value of the Financial Times Index at the beginning of the year.
(3) The total dividends paid during the year divided by the market value of
the stocks at the beginning of the year.
(4) The change in value of the Financial Times Index plus the dividend return
for the year.
(5) Does not reflect sales charges, commissions, expenses or taxes.
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<PAGE>
HANG SENG INDEX(1)
% CHANGE
YEAR IN VALUE DIVIDEND
ENDED 12/31/ FOR YEAR(2) RETURN(3) TOTAL RETURN(4)(5)
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
a Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes.
______________________
(1) An index of 33 stocks listed on the Hong Kong Exchange
(2) The percentage change in value represents the difference between the
beginning and ending value of the Hang Seng Index divided by the value of
the Hang Seng Index at the beginning of the year.
(3) The total dividends paid during the year divided by the market value of
the stocks at the beginning of the year.
(4) The change in value of the Hang Seng Index plus the dividend return for
the year.
(5) Does not reflect sales charges, commissions, expenses or taxes.
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<PAGE>
SELECT 10 UK
% CHANGE
YEAR IN VALUE DIVIDEND TOTAL
ENDED 12/31/ FOR YEAR(1)(2) RETURN(3) RETURN(4)(5)
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
a Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes.
_____________________________
(1) The percentage change in value, over a one year period, of the 10 highest
yielding stocks in the Financial Times Index as of the last day of the
previous year.
(2) The percentage change in value represents the difference between the
beginning and ending value of the Select 10 stocks divided by the value of
such stocks at the beginning of the year.
(3) The total dividends paid on the Select 10 stocks during the year divided
by the market value of the Select 10 stocks at the beginning of the year.
(4) The change in value of the Select 10 stocks plus the dividend return for
the year on such stocks.
(5) Does not reflect sales charges, commissions, expenses or taxes.
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<PAGE>
SELECT 10 HONG KONG
% CHANGE
YEAR IN VALUE DIVIDEND TOTAL
ENDED 12/31/ FOR YEAR(1)(2) RETURN(3) RETURN(4)(5)
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
a Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes.
_____________________________
(1) The percentage change in value, over a one year period, of the 10 highest
yielding stocks in the Hang Seng Index as of the last day of the previous
year.
(2) The percentage change in value represents the difference between the
beginning and ending value of the Select 10 stocks divided by the value of
such stocks at the beginning of the year.
(3) The total dividends paid on the Select 10 stocks during the year divided
by the market value of the Select 10 stocks at the beginning of the year.
(4) The change in value of the Select 10 stocks plus the dividend return for
the year on such stocks.
(5) Does not reflect sales charges, commissions, expenses or taxes.
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<PAGE>
COMPARISON OF TOTAL RETURN
LISTED ON THE ABOVE CHARTS
YEAR FINANCIAL HANG SENG SELECT 10
ENDED TIMES INDEX SELECT 10 UK INDEX HONG KONG
12/31/ TOTAL RETURN TOTAL RETURN TOTAL RETURN TOTAL RETURN
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The Select 10 UK Portfolio 95-1 and Select 10 Hong Kong Portfolio 95-1
seek to achieve a better performance than the Financial Times Index and the
Hang Seng Index through investment for about one year in the ten common stocks
in the Financial Times Index and the Hang Seng Index, respectively, having the
highest dividend yield as of December 31, 1994. In most instances in the last
20 years, a strategy of investing in approximately equal values of the Select
10 stocks in each index each year would have yielded a higher total return than
an investment in all the stocks which make up the Financial Times Index and the
Hang Seng Index, respectively.
The returns shown above are not guarantees of future performance and
should not be used as a predictor of returns to be expected in connection with
a Portfolio. Such returns do not reflect sales charges, commissions, expenses
or taxes. As indicated in the above tables, the Select 10 underperformed each
index in certain years and there can be no assurance that the Portfolio of a
Trust will outperform its respective index over the life of the
Trust.
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<PAGE>
GLOBAL DIVERSIFICATION WITH THE SELECT 10 STRATEGY
By investing equal amounts each year in the ten highest dividend yielding
stocks in the Dow Jones Industrial Average*, the Financial Times Index or the
Hang Seng Index an investor would generally have earned a higher total return
over the last 20 years than on an investment in each index as a whole while
increasing the volatility in total return only slightly. The following table
compares the total returns (change in share prices plus dividends reinvested at
the end of each year) of the ten highest dividend-yielding stocks in the Dow
Jones Industrial Average ("Select 10 DJIA"). Select 10 UK and the Select 10
Hong Kong, with an investment of equal amounts in all three (the "Combined
Strategy"). These figures do not reflect commmissions or taxes, nor the
performance of any Select 10 Portfolio, which is subject to sales charges and
expenses.
The table presents past performance of the Combined Strategy and should
not be considered indicative of future results of the Combined Strategy or any
Select 10 Portfolio. Both stock prices (which may appreciate or depreciate)
and dividends (which may be increased, reduced or eliminated) will affect the
returns. Also, there are additional risks associated with investments
denominated in foreign currencies.
YEAR
ENDED SELECT 10 SELECT 10 SELECT 10 COMBINED
12/31/ DJIA FINANCIAL TIMES HONG KONG STRATEGY
Total Return Total Return Total Return Total Return
1975 % % % %
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
* The name "Dow Jones Industrial Average" is the property of Dow Jones &
Company, Inc. Dow Jones & Company, Inc. is not affiliated with the
Sponsor, has not participated in any way in the creation of the Trust or in
the selection of stocks included in the UK and Hong Kong Portfolios, nor
reviewed or approved any information included in this Prospectus.
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<PAGE>
The following table sets forth recent end-of-month United States dollar
exchange rates for the British pound sterling and the Hong Kong dollar.
Fluctuations of the rates that have occurred in the past are not necessarily
indicative of fluctuations that may occur over the life of the Trust:
End-of-Month End-of-Month
U.S. U.S.
Dollar Dollar
Exchange Rates Exchange Rates
1993: U.S.$/ HK$/U.S.$ 1994: U.S.$/ HK$/U.S.$
Pound Sterling Pound Sterling
January January
February February
March March
April April
May May
June June
July July
August August
September September
October October
November November
December December
--Portfolio Characteristics. The Portfolio of each Trust consists of ten
issues of Securities, all of which are common stocks, issued by companies in
the categories set forth below:
UK Portfolio Hong Kong Portfolio
Percentage of Percentage of
Aggregate Market Aggregate Market
Categories Portfolio Value of Trust Portfolio Value of Trust
of Issuer Numbers Portfolio Numbers Portfolio
All of the Stocks in the UK Portfolio represent UK issuers, and that
Portfolio is [not] considered to be concentrated in _____ [stocks of any
particular industry] (see Risk Factors--UK Portfolio). All of the Stocks in
the Hong Kong Portfolio represent Hong Kong and other non-United States
issuers, and that Portfolio is [not] considered to be concentrated _____
[stocks of any particular industry].
On the Date of Deposit, the aggregate market value of the Securities
in the UK Portfolio and Hong Kong Portfolio was $ and
$ , respectively.
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<PAGE>
MINIMUM PURCHASE--$1,000.
PERFORMANCE INFORMATION--Information on the performance of the Trust,
on the basis of changes in Unit price (total return) may be included from time
to time in advertisements, sales literature and reports to current or
prospective Unit Holders.
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<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
Select 10 UK Portfolio 95-1
Select 10 Hong Kong Portfolio 95-1
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Select
10 International Series 95-1 consisting of the Select 10 UK Portfolio 95-1 and
Select 10 Hong Kong Portfolio 95-1 as of January ___, 1995. These financial
statements are the responsibility of the Trustee. 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 an irrevocable letter of credit and
contracts for the purchase of securities, as shown in the statement of
financial condition and schedule of portfolio securities as of January ___,
1995, by correspondence with The Bank of New York, the Trustee. An audit also
includes assessing the accounting principles used and 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 statement of financial condition and schedule of
portfolio securities referred to above present fairly, in all material
respects, the financial position of the Dean Witter Select Equity Trust Select
10 International Series 95-1 consisting of the Select 10 UK Portfolio 95-1 and
Select 10 Hong Kong Portfolio 95-1 as of January ___, 1995 in conformity with
generally accepted accounting principles.
January ___, 1995
New York, New York
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<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 UK PORTFOLIO 95-1
Date of Deposit, January ___, 1995
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities backed by
an irrevocable letter of credit (a) . . . . . . $
INTEREST OF UNIT HOLDERS
Units of fractional undivided interest outstanding:
Cost to investors (b) . . . . . . . . . . . $
Gross underwriting commissions (c) . . . . ( )
Total . . . . . . . . . . . . . . . . . . $
(a) The aggregate U.S. dollar value of the Securities represented by
Contracts to Purchase listed under "Schedule of Portfolio
Securities" at the offering side value of the British pound
sterling and their cost to the Trust are the same. The value is
determined by the Trustee on the basis set forth under "Public
Offering of Units--Public Offering Price" as of the Date of
Deposit. An irrevocable letter of credit drawn on Morgan Guaranty
Trust Company of New York in the amount of $ has
been deposited with the Trustee.
(b) The aggregate Public Offering Price is computed on the basis set
forth under "Public Offering of Units--Public Offering Price" as
of the evaluation time on the business day prior to the Date of
Deposit.
(c) The aggregate sales charge of 3.00% of the Public Offering Price
per 100 Units is computed on the basis set forth under "Public
Offering of Units--Public Offering Price".
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STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 HONG KONG PORTFOLIO 95-1
Date of Deposit, January ___, 1995
TRUST PROPERTY
Sponsor's Contracts to purchase underlying Securities backed by
an irrevocable letter of credit (a) . . . . . . $
INTEREST OF UNIT HOLDERS
Units of fractional undivided interest outstanding:
Cost to investors (b) . . . . . . . . . . . $
Gross underwriting commissions (c) . . . . ( )
Total . . . . . . . . . . . . . . . . . . $
(a) The aggregate U.S. dollar value of the Securities represented by
Contracts to Purchase listed under "Schedule of Portfolio
Securities" at the offering side value of the Hong Kong dollar and
their cost to the Trust are the same. The value is determined by
the Trustee on the basis set forth under "Public Offering of Units
--Public Offering Price" as of the Date of Deposit. An irrevocable
letter of credit drawn on Morgan Guaranty Trust Company of New York
in the amount of $ has been deposited with the
Trustee.
(b) The aggregate Public Offering Price is computed on the basis set
forth under "Public Offering of Units--Public Offering Price" as of
the evaluation time on the business day prior to the Date of
Deposit.
(c) The aggregate sales charge of 3.00% of the Public Offering Price
per 100 Units is computed on the basis set forth under "Public
Offering of Units--Public Offering Price".
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SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 UK PORTFOLIO 95-1
On Date of Deposit January ___, 1995
<TABLE>
<S> <C> <C> <C> <C>
Current Proportionate Percentage
Annual Relationship of Aggregate Price Per Cost of
Portfolio Dividend Per Number of Market Value Share to Securities
No. Name of Issuer Share(1) Shares of Trust Trust To Trust (2)(3)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. $
_____________________
(1) Based on the most recent interim and final dividends declared, converted
into U.S. dollars at the offering side of the British pound sterling as
of the Evaluation Time. There can be no assurance that future dividend
payments, if any, will be maintained in an amount equal to the dividend
listed above.
(2) The Securities were acquired by the Sponsor on January ___, 1995. All
Securities are represented entirely by contracts to purchase. Valuation
of Securities by the Trustee was made on the basis of the closing sale
price on the London Stock Exchange on January ___, 1995 converted into
U.S. dollars at the offering side of the British pound sterling as of the
Evaluation Time. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $ .
(3) The Sponsor had a profit/loss on the Date of Deposit of $ .
</TABLE>
-24-
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 HONG KONG PORTFOLIO 95-1
On Date of Deposit January ___, 1995
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Current Proportionate Percentage
Annual Relationship of Aggregate Price Per Cost of
Portfolio Dividend Per Number of Market Value Share to Securities
No. Name of Issuer Share(1) Shares of Trust Trust To Trust (2)(3)
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. $
_____________________
(1) Based on the most recent interim and final dividends declared, converted
into U.S. dollars at the offering side of the Hong Kong dollar as of the
Evaluation Time. There can be no assurance that future dividend
payments, if any, will be maintained in an amount equal to the dividend
listed above.
(2) The Securities were acquired by the Sponsor on January ___, 1995. All
Securities are represented entirely by contracts to purchase. Valuation
of Securities by the Trustee was made on the basis of the closing sale
price on the Hong Kong Stock Exchange on January ___, 1995, converted
into U.S. dollars at the offering side of the Hong Kong dollar as of the
Evaluation Time. The aggregate purchase price to the Sponsor for the
Securities deposited in the Trust is $ .
(3) The Sponsor had a profit/loss on the Date of Deposit of $ .
</TABLE>
-25-
<PAGE>
Offering Features
Dean Witter Select Equity Trust
Select 10 International Series 95-1
Select 10 UK Portfolio 95-1
Select 10 Hong Kong Portfolio 95-1
An Opportunity to Invest for Income and Above-Average Growth Potential
Portfolio Selection--
Investment in the 10 common stocks in the Financial
Times Index and/or Hang Seng Index having the highest
dividend yield (as of December 31, 1994) offers an
opportunity to earn income with above-average growth
potential in the next year.*
Diversification--
Risk is reduced because your investment is spread
among 10 common stocks from various industry groups.
Individual investors would require a substantial
capital commitment to achieve the level of
diversification offered by a Trust without incurring
odd-lot charges.
Reinvestment Option--
Investors may elect to have distributions
automatically reinvested in additional units of a
Trust without a sales charge.
Low Minimum Investment--
Each Trust is priced at approximately $10 per unit
and the minimum investment is $1,000 although
investors may purchase any number of additional units
they wish.
Easy Liquidity Without a Fee--
The Sponsor intends to maintain a secondary market
where you can sell units at a price based on the
then-current market value without a fee or penalty.
* The publisher of these indexes have not participated in any way in the
creation of a Trust or in the selection of the stocks included in a
Trust and have not reviewed or approved any information included in
the Prospectus relating thereto.
The Offering Features are part of this Prospectus and should be read in
conjunction with the entire Prospectus.
<PAGE>
Invest in the 10 Highest Yielding Stocks
in the Financial Times Index and/or the
Hang Seng Index for as little as $1,000.
The Select Equity Trusts
Achieving financial success in today's dynamic
markets depends on selecting the right investment
strategy. As new opportunities emerge, sparked by
changing business trends, market strategies must be
geared to capitalize on them. Because such
opportunities may not be easily identified by
individual investors, Dean Witter has developed the
Select Equity Trusts that offer investors a simple
and convenient way to participate in the equity
market.
Portfolio Selection
The Select 10 UK Portfolio 95-1 and the Select 10
Hong Kong Portfolio 95-1 consist of the 10 common
stocks in the Financial Times Index and Hang Seng
Index, respectively, having the highest dividend
yield as of December 31, 1994. Each Trust is
specifically designed for investors seeking income
and above-average growth potential. Because a Trust
is a fixed portfolio of preselected securities,
purchasers know in advance what they are investing
in.
Risk Factors--Special Considerations
The risks of an investment in Units of a Trust
include price volatility resulting from factors
affecting the common stock of the issuer of a
portfolio security in particular and the equity
markets in general. The political and economic risks
associated with an investment in common stocks of
British and Hong Kong issues and the risk of
unfavorable exchange rate fluctuations in the British
pound sterling and the Hong Kong dollar are present
for the respective Trusts.
Diversification
Risk is reduced through a Trust because it allows you
to participate in a diversified portfolio of stocks.
Although there are certain risks associated with
investment in common stocks, your risk is reduced
because your capital is divided among 10 stocks from
various industry groups. It would be difficult for
the average investor to achieve a comparable level of
diversification, without making a substantial capital
commitment or incurring odd-lot charges.
The Offering Features are part of this Prospectus and should be read in
conjunction with the entire Prospectus.
<PAGE>
Reinvestment Option
Investors may elect to have distributions
automatically reinvested in additional units of a
Trust without a sales charge.
Cost Effective
Convenient Purchase Price/No Odd-Lot Penalties
Typically stocks purchased in amounts less than 100
shares are subject to odd-lot penalties. If you were
to purchase 100 shares of each of the stocks in this
portfolio, it would require a large commitment of
capital. If you were to purchase smaller amounts of
each stock, you would incur odd-lot penalties on many
of your purchases. Our convenient purchase price of
approximately $10 per unit with a minimum purchase of
$1,000, allows you to invest in all the stocks in an
affordable manner. Volume discounts are available
beginning on orders over $25,000.
Flexibility Through Exchange Privileges
Investors may elect, at any time, to exchange these
units for units of another Dean Witter Select Trust
at a reduced sales charge.
Short-Term Life
The Trust will terminate in approximately one year.
After this period, the Portfolio will liquidate. Unit
Holders owning at least 2,500 units may elect to
receive distributions in respect of their Units in
kind. Unit Holders not so electing will receive cash.
You may, of course, sell or redeem your Units prior
to a Trust's termination.
Easy Liquidity Without a Fee
Although not obligated to do so, Dean Witter intends
to maintain a secondary market for the resale of
Units. All or a portion of your Units may be
liquidated at any time, without charge. The price you
receive will reflect market conditions and could be
more or less than the price originally paid.
Retirement Accounts
Each Trust may be an attractive investment vehicle
for a self-directed IRA or self-directed
self-employed retirement plan ("Keogh plan"). As an
income- and growth-oriented investment, it may be a
suitable complement to achieve overall portfolio
diversification.
The Offering Features are part of this Prospectus and should be read in
conjunction with the entire Prospectus.
<PAGE>
Ease of Ownership
The usual chores associated with individual ownership
of stocks-keeping records and safekeeping of
certificates are eliminated through a single
investment in a Trust. You will receive year-end
information from the Trustee, including Federal
income tax information.
The Offering Features are part of this Prospectus and should be read in
conjunction with the entire Prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
SELECT 10 UK PORTFOLIO 95-1
SELECT 10 HONG KONG PORTFOLIO 95-1
INTRODUCTION
Each series of the Dean Witter Select Equity Trust (each a "Trust") was
created under the laws of the State of New York pursuant to a Trust Indenture
and Agreement (the "Indenture") and a related Reference Trust Agreement (the
"Agreement") (collectively, the "Indenture and Agreement")*, between Dean
Witter Reynolds Inc. (the "Sponsor") and The Bank of New York (the
"Trustee"). The Sponsor is a principal operating subsidiary of Dean Witter,
Discover & Co. ("DWDC"), a publicly-held corporation. (See "Sponsor".) The
objectives of each Trust are income and above average growth potential
through investment in a fixed portfolio of Securities (the "Portfolio") of
publicly-traded common stock. There is no assurance that this objective will
be met because 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,
fluctuations in exchange rates, global and regional perceptions of the United
Kingdom (the "UK") and Hong Kong, and other factors.
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 converted into U.S.
dollars at the offering side of the applicable exchange rate as determined by
the Trustee as of the Date of Deposit and/or cash (or a letter of credit in
lieu of cash) with instructions to the Trustee to purchase such Securities.
(See "Schedule of Portfolio Securities".) The Trust was created
simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Agreement. The Trustee then immediately
delivered to the Sponsor certificates of beneficial interest (the
"Certificates") 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 U.S. dollar price based on
the market value of the Securities (the "Redemption Value") if they cannot be
sold in the secondary market which the Sponsor, although not obligated to,
proposes to maintain. In addition, the Sponsor may offer for sale, through
this Prospectus, Units which the Sponsor may have repurchased in the
secondary market or upon the tender of such Units for redemption. The Trustee
has not participated in the selection of Securities for the Trust, and
neither the Sponsor nor the Trustee will be liable in any way for any
default, failure or defect in any Securities.
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. (The original proportionate
relationships on the Date of Deposit are set forth in "Schedule of Portfolio
Securities".) The original proportionate relationships are subject to
adjustment under certain limited circumstances. (See "Administration of the
Trust--Portfolio Supervision".) The Sponsor is permitted under the Indenture
and Agreement to deposit additional Securities, contracts to purchase
additional Securities together with a letter of credit and/or cash (or a
letter of credit in lieu of cash) with instructions to the Trustee to
purchase additional Securities in order to create additional Units
("Additional Units"). Any such additional deposits will be in amounts which
maintain, to the extent practicable, the original proportionate relationship
* 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.
<PAGE>
between the number of shares of each Security in the Portfolio. It may not be
possible to maintain the exact original proportionate relationship because
of, among other reasons, purchase requirements, prices changes or
unavailability of Securities. Any cash deposited with instructions to
purchase Securities may be held in an interest bearing account by the
Trustee. Any interest earned on such cash will be the property of the Trust.
Any cash deposited with instruction to purchase Securities not used to
purchase Securities and any interest not used to pay Trust expenses will be
distributed to Unit Holders on the earlier of the first Distribution Date or
90 days after the Date of Deposit. Additional Units may be continuously
offered for sale to the public by means of this Prospectus. Subsequent to the
90 day period following the Date of Deposit any deposit of additional
Securities and cash must exactly replicate the portfolio immediately prior to
such deposit. 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.
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 offer
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 the Date of Deposit, 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
Trust Securities represented by each Unit will remain unchanged. Units will
remain outstanding until redeemed upon tender to the Trustee by any Unit
Holder (which may include the Sponsor) or until the termination of the Trust
pursuant to the Indenture and Agreement.
In connection with the deposit by the Sponsor of cash (or a letter of
credit in lieu of cash) with instructions to purchase additional Securities
in order to create Additional Units, to the extent that the price of a
Security and/or exchange rates fluctuate between the time the cash is
deposited and the time the cash is used to purchase the Security, Units may
represent more or less of that Security and more or less of other Securities
in the Portfolio of the Trust. In addition, the brokerage fees incurred in
purchasing Securities with such deposited cash will be borne by the Trust.
Any Unit Holder who purchased Units prior to the purchase of Securities with
such deposited cash would experience dilution as a result of any such
brokerage fees.
-2-
<PAGE>
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".
Summary Description of the Portfolio
As used herein, the term "Common Stocks" refers to the common stocks (or
contracts to purchase such common stocks) (any such contracts to purchase
common stocks to be accompanied by an irrevocable letter of credit sufficient
to perform such contracts), initially deposited in the Trust and described
under "Schedule of Portfolio Securities". The term "Securities" includes any
additional common stock or contracts to purchase additional common stock
together with the corresponding irrevocable letter of credit, subsequently
acquired by the Trust pursuant to the Indenture and Agreement. An investment
in Units of the Trust should be made with an understanding that the value of
the underlying Securities, and therefore the value of Units, will fluctuate,
depending upon the full range of economic and market influences which may
affect the market value of such Securities. Certain risks are inherent in an
investment in equity securities, including the risk that the financial
condition of one or more of the issuers of the Securities may worsen or the
general condition of the common stock market may weaken. In such case, the
value of the Portfolio Securities and hence the value of Units may decline.
Common stocks are susceptible to general stock market movements and to
volatile and unpredictable increases and decreases in value as market
confidence in and perceptions of the issuers change from time to time. Such
perceptions are based upon varying reactions to such factors as expectations
regarding domestic and foreign economic, monetary and fiscal policies,
inflation and interest rates, currency exchange rates, economic expansion or
contraction, and global or regional political, economic or banking crises. In
addition, investors should understand that there are certain payment risks
involved in owning common stocks, including risks arising from the fact that
holders of common and preferred stocks have rights to receive payments from
the issuers of those stocks that are generally inferior to those of creditors
of, or holders of debt obligations issued by, such issuers. Furthermore, the
rights of holders of common stocks are inferior to the rights of holders of
preferred stocks. Holders of common stocks of the type held in the Portfolio
have a right to receive dividends only when, as and if, and in the amounts,
declared by the issuer's board of directors and to participate in amounts
available for distribution by the issuer only after all other claims on the
issuer have been paid or provided for. By contrast, holders of preferred
stocks have the right to receive dividends at a fixed rate when and as
declared by the issuer's board of directors, normally on a cumulative basis,
but do not ordinarily participate in other amounts available for distribution
by the issuing corporation. Cumulative preferred stock dividends must be paid
before common stock dividends, and any cumulative preferred stock dividend
omitted is added to future dividends payable to the holders of such
cumulative preferred stock. Preferred stocks are also entitled to rights on
liquidation which are senior to those of common stocks. For these reasons,
preferred stocks entail less risk than common stocks. However, neither
preferred nor common stocks represent an obligation or liability of the
issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital of debt securities. The issuance of debt
securities (as compared with both preferred and common stock) and preferred
stock (as compared with common stock) will create prior claims for payment of
principal and interest (in the case of debt securities) and dividends (in the
case of preferred securities) which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (which value
-3-
<PAGE>
will be subject to market fluctuations prior thereto), or preferred stocks
which typically have liquidation preference and which may have stated
optional or mandatory redemption provisions, common stocks have neither a
fixed principal amount nor a maturity date and have values which are subject
to market fluctuations for as long as the common stocks remain outstanding.
Additionally, market timing and volume trading will also affect the
underlying value of 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.
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.
Foreign Issuers. Investments in trusts consisting partially or entirely
of securities of foreign issuers involve investments risks that are different
in some respects from an investment in a trust that invests partially or
entirely in securities of domestic issuers. Those investment risks include
future political and economic developments and the possible establishment of
exchange controls or other governmental restrictions which might adversely
affect the payment or receipt of payment of dividends on the relevant
Securities. In addition, for the foreign issuers that are not subject to the
reporting requirements of the Securities Exchange Act of 1934, there may be
less publicly available information than is available from a domestic issuer.
Also, foreign issuers are not necessarily subject to uniform accounting,
auditing and financial reporting standards, practices and requirements such
as those applicable to domestic issuers.
Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies, and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these Securities will
vary with fluctuations in the United States dollar foreign exchange rates for
the relevant currencies.
Foreign Exchange Rates. A Portfolio of securities that are principally
traded in foreign currencies involves investment risks that are substantially
different from an investment in a trust which invests in securities that are
principally traded in United States dollars. This is because the United
States dollar value of a Portfolio (and hence of the Units) and of the
distributions from the Portfolio will vary with fluctuations in the United
States dollar foreign exchange rates for the relevant currencies. Most
foreign currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the soundness of the world economy and the strength of the
respective economy as compared to the economies of the United States and
other countries.
The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty, which established a system of fixed
exchange rates and the convertibility of the United States dollar into gold
through foreign central banks. Starting in 1971, growing volatility in the
foreign exchange markets caused the United States to abandon gold
convertibility and to effect a small devaluation of the United States dollar.
In 1973, the system of fixed exchange rates between a number of the most
important industrial countries of the world, among them the United States and
most Western European countries, was completely abandoned. Subsequently,
major industrialized countries have adopted "floating" exchange rates, under
-4-
<PAGE>
which daily currency valuations depend on supply and demand in a freely
fluctuating international market. Many smaller or developing countries have
continued to "peg" their currencies to the United States dollar although
there has been some interest in recent years in "pegging" currencies to
"baskets" of other currencies or to a Special Drawing Right administered by
the International Monetary Fund. Since 1983, the Hong Kong dollar has been
pegged to the U.S. dollar. In Europe a European Currency Unit ("ECU") has
been developed. Currencies are generally traded by leading international
commercial banks and institutional investors (including corporate treasurers,
money managers, pension funds and insurance companies). From time to time,
central banks in a number of countries also are major buyers and sellers of
foreign currencies, mostly for the purpose of preventing or reducing
substantial exchange rate fluctuations.
Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of actual
and proposed government policies on the value of the currencies, interest
rate differentials between the currencies and the balance of imports and
exports of goods and services and transfers of income and capital from one
country to another. These economic factors are influenced primarily by a
particular country's monetary and fiscal policies (although the perceived
political situation in a particular country may have an influence as well--
particularly with respect to transfers of capital). Investor psychology may
also be an important determinant of currency fluctuations in the short run.
Moreover, institutional investors trying to anticipate the future relative
strength or weakness of a particular currency may sometimes exercise
considerable speculative influence on currency exchange rates by purchasing
or selling large amounts of the same currency or currencies. However, over
the long term, the currency of a country with a low rate of inflation and a
favorable balance of trade should increase in value relative to the currency
of a country with a high rate of inflation and deficits in the balance of
trade.
The following table shows fluctuations in the value of the British pound
and Hong Kong dollar relative to the United States dollar in the past ten
years.
FOREIGN EXCHANGE RATES
Range of Fluctuations in Foreign Currency
U.S. Dollar/
United Kingdom Hong Kong Dollar/
Period Pound Sterling U.S Dollar
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
The Trustee will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, since these markets are volatile and are constantly changing,
depending on the activity at any particular time of the large international
commercial banks, various central banks, large multinational corporations,
speculators and other buyers and sellers of foreign currencies, and since
actual foreign currency transactions may not be instantly reported, the
exchange rates estimated by the Trustee may not be indicative of the amount in
-5-
<PAGE>
United States dollars the Trust would receive had the Trustee sold any
particular currency in the market.
The foreign exchange transactions of a Portfolio may be concluded by the
Trustee with foreign exchange dealers acting as principals either on a spot
(i.e., cash) buying basis or on a forward foreign exchange basis on the date a
Portfolio is entitled to receive the applicable foreign currency. These
forward foreign exchange transactions will generally be of as short a duration
as practicable and will generally settle on the date of receipt of the
applicable foreign currency involving specific receivables or payables of the
Portfolio accruing in connection with the purchase and sale of its Securities
and income received on the Securities or the sale and redemption of Units.
These transactions are accomplished by contracting to purchase or sell a
specific currency at a future date and price set at the time of the contract.
The cost to the Portfolio of engaging in these foreign currency transactions
varies with such factors as the currency involved, the length of the contract
period and the market conditions then prevailing. Since transactions in foreign
currency exchange are usually conducted on a principal basis, fees or
commissions are not normally involved. Although foreign exchange dealers trade
on a net basis, they do realize a profit based upon the difference between the
price at which they are willing to buy a particular currency (bid price) and
the price at which they are willing to sell the currency (offering price). The
relevant exchange rate used for evaluations of the Securities will include the
cost of buying or selling, as the case may be, of any forward foreign exchange
contract in the relevant currency to correspond to the requirement that Units
when purchased settle on a regular basis and that the Trustee settle redemption
requests in United States dollars within seven days.
Exchange Controls. On the basis of the best information available to the
Sponsor at the present time [none] of the Securities is subject to exchange
control restrictions under existing law which would materially interfere with
payment to the Portfolio of amounts due on the Securities either because the
particular jurisdictions have not adopted any currency regulations of this type
or because the issues qualify for an exemption or the Portfolio, as an
extraterritorial investor, has qualified its purchase of the Securities as
exempt by following applicable "validation" or similar regulatory or exemptive
procedures. However, there can be no assurance that exchange control
regulations might not be adopted in the future which might adversely affect
payments to a Portfolio.
In addition, the adoption of exchange control regulations and other legal
restrictions could have an adverse impact on the marketability of international
securities in the Portfolio and on the ability of the Portfolio to satisfy its
obligation to redeem Units tendered to the Trustee for redemption (see
"Redemption").
Liquidity. Foreign securities generally have not been registered under
the Securities Act of 1933 and may not be exempt from the registration
requirements of the Act. Sales of non-exempt Securities by a Portfolio in
United States securities markets are subject to severe restrictions and may not
be practicable. Accordingly, sales of these Securities by a Portfolio will
generally be effected only in foreign securities markets. Although the Sponsor
does not believe that a Portfolio will encounter obstacles in disposing of the
Securities, investors should realize that the Securities may be traded in
foreign countries where the securities markets are not as developed or
efficient and may not be as liquid as those in the United States. To the
extent the liquidity of these markets becomes impaired, however, the value of a
Portfolio when responding to a substantial volume of requests for redemption of
Units (should redemptions be necessary despite the market making activities of
the Sponsor) received at or about the same time could be adversely affected.
This might occur, for example, as a result of economic or political turmoil in
a country in whose currency a Portfolio had a substantial portion of its assets
invested, or should relations between the United States and such foreign
country deteriorate markedly. Even though the Securities are listed, the
principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the
Securities may depend on whether dealers will make a market in the Securities.
-6-
<PAGE>
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 Portfolio 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 a Portfolio will be adversely affected if trading markets for
the Securities are limited or absent.
The information set forth below has been extracted from various
governmental and private publications, but no representation can be made as to
its accuracy; furthermore, no representation is made that any correlation
exists between the state of the economy of the United Kingdom and the value of
any Securities held by the United Kingdom Portfolio or between the economy of
Hong Kong and the value of any Securities held by the Hong Kong Portfolio.
United Kingdom Portfolio
The Portfolio contains common stocks of British companies engaged in such
industries as the building materials industry, the food and beverage industry,
the automotive/aviation industry, the transportation industry, engineering,
finance and utilities.
The economy of the United Kingdom (the "UK") is focused upon the private
services sector, which includes the wholesale and retail sector, banking,
finance, insurance and tourism. Services as a whole account for a majority of
the UK's gross national product and make a significant contribution to the
country's balance of payments. London is one of the world's major financial
centers, with a substantial part of the business international in nature. The
continuance of London as an international financial center is dependent on,
among other things, a favorable regulatory regime and its success against
foreign competition.
In addition, the UK is a member of the European Union (the "EU"), formerly
known as the European Community. The 12 nations of the EU are united under a
unique framework for policy and administrative action. With its goal of
eliminating trade barriers and forming a European single market reached in
1993, the EU has become a powerful trade bloc with a combined population of
over 350 million people and an annual gross national product of more than $4
trillion. The EU became a reality with implementation of the Maastricht Treaty
on European Union in late 1993. Trade barriers between member states
essentially have been eliminated under a system similar to the trading policy
between states of the United States. The recent rapid political and social
change throughout Europe make the extent and nature of future economic
development in the UK and Europe and the impact of such development upon the
value of the Securities in the Portfolio impossible to predict at present.
Volatility in oil prices could slow economic development throughout Western
Europe; moreover, it is not possible accurately to predict the effect of the
current political and economic situation upon the long-term inflation and
balance of trade cycles and how these changes would affect the currency
exchange rate between the U.S. dollar and the British pound sterling. The UK's
economic prospects are now looking better than they have in many years. The
economy is growing quite strongly and expansion is expected to continue for
some time. Unemployment is falling, although it is still at high levels. The
rate of inflation remains low, and that has helped to keep interest rates at
levels last seen in the 1960s. The imposition of value-added tax (VAT) on
domestic fuel, and other tax increases which came into effect from April 1994,
have not had any discernible effect on consumer confidence so far. The
increased taxes will help to cut the government's budget deficit, and thus
should prevent any collapse of confidence in the government's handling of the
economy.
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Hong Kong Portfolio
The Hong Kong Portfolio contains common stocks of companies trading on the
Hong Kong Exchange and engaged in such businesses as hotels, property and real
estate, textiles, telecommunications and utilities.
Hong Kong
The British colony of Hong Kong, established in the 1840's, is situated
adjacent to the southern coast of the People's Republic of China ("China"). It
is currently a colony of the UK and administered by the Hong Kong Government,
which is headed by a Governor appointed by the Queen on the advice of the
British government. The Hong Kong government generally follows a laissez-faire
policy towards industry. There are limited import and export restrictions and
no foreign exchange retrictions. Regulation of business is generally less than
in other developed countries. A fixed exchange rate regime exists by which the
Hong Kong dollar has been pegged to the U.S. dollar. Over the ten year period
between 1983 and 1993, Real Gross Domestic Product increased at an average
annual rate of approximately 6%.
Hong Kong Exchange
Formal trading of securities was established in Hong Kong in 1891, when
the Association of Stockbrokers in Hong Kong was formed. It was renamed the
Hong Kong Stock Exchange in 1914. In 1969, the Far East Exchange was formed,
followed by the Kam Ngan Stock Exchange in 1971 and the Kowloon Stock Exchange
in 1972. These four exchanges were merged to form the Stock Exchange of Hong
Kong Ltd. (the "Hong Kong Exchange"), which commenced trading on April 2, 1986.
The Hong Kong Exchange, with a total market capitalization as of ___________,
1994 of approximately US$___ billion, is the second largest stock market in
Asia, measured by market capitalization, behind that of Japan. As of that
date, companies and securities (including ordinary shares, warrants and
other derivative instruments) were listed on the Hong Kong Exchange. The
Securities and Futures Commission, which was established by the Hong Kong
government in May 1989 in response to the difficulties encountered in Hong
Kong's financial markets at the time of the October 1987 world stock market
crash, exercises supervision of the securities, financial investment and the
commodities futures industry.
Jardine Matheson Holdings, the British trading house, and Jardine
Strategic Holdings, Mandarin Oriental International, Hong Kong Land Holdings
and Dairy Farm International Holdings, all Jardine companies, are delisting
their shares from the Hong Kong Stock Exchange. These five companies represent
almost 10% of the total capitalization of the Hang Seng Index. Additional
changes, mainly necessitated by the delisting of the Jardine companies, will be
made with the aim of strengthening the representation of the Hang Seng Index.
The market value coverage of the Index after the changes will remain equal to
approximately 70%. The total number of constituent stocks will remain at 33.
Any future delisting could have an adverse impact on the performance of the
Portfolio. Such delisting would not necessarily result in the disposal of the
stock of these companies, nor would it prevent the Portfolio from purchasing
such Securities in connection with the issuance of Additional Units or the
purchase of additional Securities (see "Administration of the Fund--Portfolio
Supervision").
Volatility of the Hang Seng Index
Securities prices on the Hang Seng Index can be highly volatile and are
sensitive to developments in Hong Kong and China, as well as other world
markets. For example, in 1989, the Hang Seng Index rose to 3,310 in May from
its previous year-end level of 2,687 but fell to 2,094 in early June following
the events at Tiananmen Square. The Hang Seng Index gradually climbed in
subsequent months but fell by 181 points on October 13, 1989 (approximately
6.5%) following a substantial fall in the U.S. stock markets, and at the year
end closed at a level of 2,837.
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The following table demonstrates the volatility of the Hang Seng Index in
comparison to that of the Financial Times Index and the Dow Jones Industrial
Average by showing for each index the number of trading days during the period
from January 1, 1989 through , 1994 on which the value of the index in
local currency gained or lost 1%, 2% and 3% of its value as of the previous
trading day.
Percentage
Gains or Losses Number of Trading Days with Gains or Losses Shown
in Value of Hang Seng FT Dow Jones
Index Index Index Industrial Average
1% . .
2% . .
3% . .
Previous performance is no guarantee of future results; any index may display
more or less volatility in the future. However, additional factors which may
cause added volatility of the Hang Seng Index include, but are not limited to,
those discussed below. (See "Additional Hong Kong Risk Factors" below.)
Hong Kong Real Estate Companies
[The Hong Kong Portfolio is considered to be concentrated in common stocks
of companies engaged in real estate asset management, development, leasing,
property sales and other related activities.] Investment in securities issued
by these real estate companies should be made with an understanding of the many
factors which may have an adverse impact on the credit quality of the
particular company or industry. Generally, these include economic recession,
the cyclical nature of real estate markets, competitive overbuilding, the
supply of land for construction made available by the Hong Kong Government,
changing demographics, changes in governmental regulations (including tax laws
and environmental, building, zoning and sales regulations), increases in real
estate taxes or costs of material and labor, the inability to secure
performance guarantees or insurance as required, the unavailability of
investment capital and the inability to obtain construction financing or
mortgage loans at rates acceptable to builders and purchasers of real estate.
Additional risks include an inability to reduce expenditures associated with a
property (such as mortgage payments and property taxes) when rental revenue
declines, and possible loss upon foreclosure of mortgaged properties if
mortgage payments are not paid when due.
Recently, in the wake of Chinese economic development and reform, certain
Hong Kong real estate companies and other investors began purchasing and
developing real estate in China, including Beijing, the Chinese capital. By
1992, however, some of the major development areas in China began to experience
a rise in real estate prices and construction costs, a growing supply of real
estate and a tightening of credit markets. The same trend continued in 1993.
Any worsening of these conditions could affect the profitability and financial
condition of Hong Kong real estate companies and could have a materially
adverse effect on the value of the Hong Kong Portfolio. Hong Kong real estate
companies also could be materially adversely affected by other factors,
including those discussed below (see "Additional Hong Kong Risk Factors"
below).
Additional Hong Kong Risk Factors
Hong Kong's Reversion to Chinese Sovereignty. In December 1984, Great
Britain and China signed an agreement (the "Sino-British Accord") under which
Hong Kong will revert to Chinese sovereignty effective July 1, 1997. Although
China has committed by treaty to preserve for 50 years the economic and social
freedoms currently enjoyed in Hong Kong, the continuation of the economic
system in Hong Kong after the reversion will be dependent on the Chinese
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government. For example, Christopher Patten, who assumed office as British
Governor of Hong Kong in June 1992, has introduced increased democratization of
Hong Kong's legislature. In response, China declared that certain categories
of contracts negotiated by the current Hong Kong government with the private
sector would be void upon the reversion to Chinese sovereignty, unless
specifically approved by China. Any increase in uncertainty as to the future
economic status of Hong Kong could have a materially adverse effect on the
value of the Hong Kong Portfolio.
Most Favored Nation Status. China (like most other nations) currently
enjoys a most favored nation status ("MFN Status") from the United States,
which is subject to annual review by the President of the United States. On
June 2, 1994, President Clinton signed an executive order which renewed China's
MFN Status for another year. Revocation of the MFN Status would have a severe
effect on China's trade and thus could have a materially adverse effect on the
value of the Hong Kong Portfolio.
Other Economic Factors. Hong Kong is subject to a relatively high
inflation rate of approximately 9% per year. Any downturn in economic growth
or increase in the rate of inflation in Hong Kong could have a materially
adverse effect on the value of the Hong Kong Portfolio. In addition, risks
resulting from the $US/$HK pegging could have an adverse effect on the value of
the Hong Kong Portfolio. The performance of certain companies listed on the
Hong Kong Exchange is linked to the economic climate of China. For example,
between 1985 and 1990, Hong Kong businesses invested US$20 billion in the
nearby Chinese province of Guangdong to take advantage of the lower property
and labor costs than were available in Hong Kong. Recently, however, high
economic growth in this area (industrial production grew at an annual rate of
about 20% in 1991, 24% in 1992 and 36.5% in 1993) has been associated with
rising inflation and concerns about the devaluation of the Chinese currency.
In addition, in 1991 China and Hong Kong announced the construction of a new
airport on Lantau Island, together with an expansion of the port facilities, to
be worth an estimated HK$127 billion and scheduled for completion around 1997.
Any downturn in economic growth or increase in the rate of inflation in China
could have a materially adverse effect on the value of the Hong Kong Portfolio.
Objectives and Securities Selection
The objectives of the Trust are (i) to provide income and (ii) to offer
above-average growth potential through an investment for approximately one year
in a fixed diversified portfolio of Securities chosen in the manner described
in the "Summary of Essential Information" in Part A herein. There is, of
course, no guarantee that the Trust's objectives will be achieved. The Trust
consists of such of the Securities listed under "Schedule of Portfolio
Securities" as may continue to be held from time to time in the Trust and any
additional Securities and/or contributed cash acquired and held by the Trust
pursuant to the provisions of the Indenture together with undistributed income
therefrom and undistributed 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, the Sponsor shall cause to be refunded the
sales charge relating to such security, plus the pro rata portion of the cost
of the failed contract listed under "Schedule of Portfolio Securities".
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, the
Trust is not expected to retain for any length of time its present size and
composition. (See "Administration of the Trust--Portfolio Supervision".)
The Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage the Trust's assets in an attempt to take advantage of
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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.
Distribution
The Record Date and the Distribution Dates are set forth in Part A hereto.
(See "Summary of Essential Information".) The distributions will be a U.S.
dollar amount equal to such Unit Holder's pro rata portion of the amount of
dividend income received by the Trust and proceeds of the sale of Portfolio
Securities, including capital gains, not used for the redemption of Units, if
any (less the Trustee's fees, Sponsor's portfolio supervision fees and
expenses). Distributions for the account of beneficial owners of Units
registered in "street name" and held by the Sponsor will be made to the
investment account of such beneficial owners maintained with the Sponsor.
Whenever required for regulatory or tax purposes or if otherwise directed by
the Sponsor, the Trustee may make special distributions on special distribution
dates to Unit Holders of record on special record dates declared by the
Trustee.
TAX STATUS OF THE TRUST
As used herein, the term "U.S. Holder" means an owner of a Unit in the
United Kingdom Portfolio or the Hong Kong Portfolio (each, a "Trust") that is
(i) for United States federal income tax purposes a citizen or resident of the
United States, (ii) a corporation organized in or under the laws of the United
States or of any political subdivision thereof, or (iii) an estate, trust or
partnership the income of which is subject to United States federal income
taxation in the hands of the estate, trust or partnership, or the beneficiaries
or partners thereof regardless of its source.
United States Taxation
In the opinion of Cahill Gordon & Reindel, special counsel for the
Sponsor, under existing Federal income tax law:
The Trust is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Trust will be treated as income
of the Unit Holders in the manner set forth below.
Each Unit Holder will be considered the owner of a pro rata portion of
each asset in the Trust under the grantor trust rules of Sections 671-678 of
the Internal Revenue Code of 1986, as amended (the "Code"). A Unit Holder
should determine the tax cost (in U.S. dollars) for each asset represented by
the Holder's Units by allocating the total cost (in U.S. dollars) for such
Units among the assets in the Trust represented by the Units in proportion to
the relative fair market values thereof on the date the Unit Holder purchases
such Units.
A Unit Holder will be considered to have received all of the dividends
paid on the Holder's pro rata portion of each Security when such dividends are
received by the Trust. The amount of the dividend payment will be its U.S.
dollar value based on the exchange rate in effect on the date the dividend
payment is received by the Trust. Dividends considered to have been received
by a Holder will not qualify for the dividends-received deduction for corporate
Holders because the dividends-received deduction is generally only available
for dividends received from domestic corporations.
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As stated below under "United Kingdom Taxation," it is unclear whether in
practice U.S. Holders of Units will be able to obtain a Treaty Payment (also
described below) which they are entitled to receive under the U.S/U.K. income
tax treaty (the "Treaty"). U.S. Holders of Units who do not obtain a Treaty
Payment under the Treaty will report as gross income earned their pro rata
share of dividends received by the Trust and will not be entitled to a foreign
tax credit or deduction with respect to this amount. U.S. Holders obtaining a
Treaty Payment under the Treaty will report as gross income earned their pro
rata share of dividends received by the Trust as well as the amount of the
associated tax credit (described below). Such Holders will be entitled to
either a foreign tax credit or deduction for the U.K. tax withheld on the
repayment of such tax credit, assuming other limitations on such credit or
deduction under the Code do not apply.
It is possible that the Internal Revenue Service could take the position
that a U.S. Holder who does not receive a Treaty Payment under the Treaty is
nevertheless in constructive receipt of such Treaty Payment which it is
technically entitled to pursuant to the terms of the Treaty. In the event the
Internal Revenue Service were to prevail with respect to this argument, it is
unclear whether the U.S. Holder (i) would be required to include in income the
amount of the Treaty Payment or the amount of such Treaty Payment increased by
the U.K. withholding tax deemed withheld with respect to such payment or
(ii) would be entitled to any foreign tax credit or deduction attributable to
any U.K. withholding tax deemed withheld.
Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7, a distribution by the Trustee to a Unit Holder (or to the Holder's agent)
of such Holder's pro rata share of the Securities in kind upon redemption or
termination of the Trust will not be a taxable event to the Unit Holder. Such
Unit Holder's basis for Securities so distributed will be equal to the Holder's
basis for the same Securities (previously represented by the Holder's Units)
prior to such distribution and the holding period for such Securities will be
the shorter of the period during which the Unit Holder held the Units and the
period for which the Securities were held in the Trust. A Unit Holder will
have a taxable gain or loss, which will be a capital gain or loss except in the
case of a dealer, when the Unit Holder disposes of such Securities in a taxable
transfer.
The amount of the proceeds received by the Trust from a sale or redemption
of an underlying Security will be the U.S. dollar value of the proceeds based
on the exchange rate in effect on the date of disposition. If the proceeds
received by the Trust upon the sale or redemption of an underlying Security
exceed a Unit Holder's adjusted tax cost allocable to the Security disposed of,
that Unit Holder will realize a taxable gain to the extent of such excess.
Conversely, if the proceeds received by the Trust upon the sale or redemption
of an underlying Security are less than a Unit Holder's adjusted tax cost
allocable to the Security disposed of, that Unit Holder will realize a loss for
tax purposes to the extent of such difference. A capital gain or loss is long
term if the asset is held for more than one year. 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 rate, however, will be unavailable for those
individuals who as of the termination of the Trust have held their Units for
less than a year and a day. Such net capital gain may, however, result in a
disallowance of itemized deductions and/or affect a personal exemption phase-
out.
An individual Unit Holder who itemizes deductions will be entitled to an
itemized deduction for the Holder's pro rata share of fees and expenses paid by
the Trust as though such fees and expenses were paid directly by the Unit
Holder, but only to the extent that this amount together with the Unit Holder's
other miscellaneous deductions exceeds 2% of the Holder's adjusted gross
income. A corporate Unit Holder will not be subject to this 2% floor.
Under the income tax laws of the State and City of New York, the Trust is
not an association taxable as a corporation and the income of the Trust will be
treated as the income of the Unit Holders.
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United Kingdom Taxation
In the opinion of Slaughter and May, special U.K. counsel to the Sponsors,
based on the terms of the Trust as described in the Prospectus, the following
summary accurately describes certain of the U.K. tax consequences to U.S.
Holders of Units of the United Kingdom Portfolio (the "U.K. Trust"). This
summary is based upon current U.K. law and Inland Revenue practice, the Treaty
and the U.S./U.K. convention relating to estate and gift taxes (the "Estate Tax
Treaty"). The summary is a general guide only and is subject to any changes in
U.K. law, or the practice relating thereto and in the Treaty or Estate Tax
Treaty occurring after the date of this Prospectus which may affect (including
possibly on a retroactive basis) the tax consequences described herein.
TAXATION OF DIVIDENDS -- Subject to the comments in the following
paragraph, where a U.K. resident receives a dividend from a U.K. corporation,
such resident is generally entitled to a tax credit (currently equal to one
quarter of the cash dividend received), which may be offset against such
resident's U.K. taxes, or, in certain circumstances, repaid. Under the Treaty,
a U.S. Holder may, in appropriate circumstances, be entitled to a repayment of
that tax credit, but such repayment is subject to withholding tax at the rate
of 15% of the sum of the dividend and the credit. Although a U.S. Holder who
holds shares in a U.K. corporation directly may generally claim a refund of the
tax credit attributable to the dividend, subject to withholding as described
above (a "Treaty Payment"), pursuant to the terms of the Treaty, the ability of
a U.S. Holder of Units in the U.K. Trust to claim such a Treaty Payment is
unclear where dividend payments are made directly to an entity such as the U.K.
Trust. Any claim for such a Treaty Payment would have to be supported by
evidence of each Holder's entitlement to the relevant dividend. There is no
formal procedure for the Trust to claim such Treaty Payments on behalf of the
Unitholders. It is therefore uncertain whether a U.S. Holder will in practice
be able to avail itself of the benefit of the Treaty and obtain a Treaty
Payment from the U.K. Inland Revenue.
Under the provisions of the Finance Act 1994, after 1st July 1994 a U.K.
company can elect to pay a "foreign income dividend" rather than an ordinary
dividend. If a company whose shares were held in the Portfolio of the Trust
pays a foreign income dividend, no tax credit would be attributable to it and,
therefore, no Treaty Payment could be claimed.
TAXATION OF CAPITAL GAINS -- U.S. Holders who are not resident or
ordinarily resident for tax purposes in the U.K. will not be liable for U.K.
tax on capital gains realized on the disposal of their Units unless such units
are used, held or acquired for the purposes of a trade, profession or vocation
carried on in the U.K. through a branch or agency or for the purposes of such
branch or agency.
U.K. INHERITANCE TAX -- An individual Holder who is domiciled in the U.S.
for the purposes of the Estate Tax Treaty and who is not a national of the U.K.
for the purposes of the Estate Tax Treaty will not generally be subject to U.K.
inheritance tax in respect of Units in the U.K. Trust on the individual's death
or on a gift of such Units during the individual's lifetime provided that any
applicable U.S. federal gift or estate tax liability is paid, unless the Units
are part of the business property of a permanent establishment of the
individual in the U.K. or pertain to a fixed base in the U.K. used by an
individual for the performance of independent personal services. In the
exceptional case where the Units are subject both to U.K. inheritance tax and
to U.S. federal gift or estate tax, the Estate Tax Treaty generally provides
for the tax paid in the U.K. to be credited against tax paid in the U.S. or for
tax paid in the U.S. to be credited against tax payable in the U.K. based on
priority rules set out in that Treaty.
For the U.S. tax consequences to U.S. Holders, see "United States
Taxation." The taxation of non-U.S. Holders in the U.K. and in their own
countries of residence as a result of their ownership, sale, exchange or other
disposition of Units of the U.K. Trust will be governed by the relevant
treaties, if any, between the countries of residence of such non-U.S. Holders
and the U.K. and by the internal tax laws of such countries.
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Hong Kong Taxation
In the opinion of Slaughter and May, special Hong Kong counsel to the
Sponsor, the following summary accurately describes the Hong Kong tax
consequences under existing law to all U.S. Holders of Units of the Hong Kong
Portfolio ("Hong Kong Trust"). This discussion is for general purposes only
and assumes that such U.S. Holder is not carrying on a trade, profession or
business in Hong Kong and has no profits arising in or derived from Hong Kong
in respect of the carrying on of such trade, profession or business. Holders
should consult their tax advisors as to the Hong Kong tax consequences of
ownership of the Units of the Hong Kong Trust applicable to their particular
circumstances.
TAXATION OF DIVIDENDS -- Amounts in respect of dividends paid to U.S.
Holders of Units of the Hong Kong Trust are not taxable under current
legislation and practice and therefore will not be subject to the deduction of
any withholding tax.
PROFITS TAX -- A U.S. Holder of Units of the Hong Kong Trust (other than a
person carrying on a trade, profession or business in Hong Kong) will not be
subject to profits tax on any gain or profits made on the realization or other
disposal of such Units.
ESTATE DUTY -- Ownership of Units of the Hong Kong Trust will not give
rise to a liability to Hong Kong estate duty.
HONG KONG STAMP DUTY -- No Hong Kong stamp duty will be payable in respect
of transactions in Units of the Hong Kong Trust.
The foregoing discussion addresses only the Hong Kong tax consequences to
Holders of Units in the Hong Kong Trust. For the U.S. tax consequences to U.S.
Holders, see "United States Taxation." The taxation of non-U.S. Holders in
their own countries of residence as a result of their ownership, sale, exchange
or other disposition of Units in the Hong Kong Trust will be governed by the
internal tax laws of the countries of residence of such non-U.S. Holders.
UNIT HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE ABOVE GENERAL INFORMATION TO THEIR OWN PERSONAL SITUATION.
RETIREMENT PLANS
Units of the Trust may be suited for purchase by Individual Retirement
Accounts and pension plans or profit sharing and other qualified retirement
plans. Investors considering participation in any such plan should review
specific tax laws and pending legislation relating thereto and should consult
their attorneys or tax advisors with respect to the establishment and
maintenance of any such plan.
A qualified retirement plan provides employee retirement benefits and is
funded by contributions from the employer (including contributions by a
self-employed individual, in which case the plan is sometimes called a Keogh
plan). The contributions are, within limits, deductible in determining the
taxable income of the contributing employer for Federal income tax purposes.
Income received by the plan is not taxed when received by it (nor are plan
losses deductible), but distributions from the plan are generally included in
ordinary income of the distributee upon receipt. A lump sum payout of the
entire amount held in such a plan can, however, be eligible for 5 or 10 year
averaging.
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An individual retirement account (an "IRA") is similar to a qualified
retirement plan but contributions to an IRA up to $2,000 per year ($2,250 if at
least $250 is contributed for the benefit of the worker's non-earning spouse)
are generally made by an individual from earned income, rather than by an
employer. An individual is permitted to contribute to an IRA even though he or
she is also covered by a qualified retirement plan; but, in the case of
higher-income individuals who are active participants in a qualified retirement
plan, IRA contributions are neither currently deductible nor taxed when paid
out by the IRA (although income earned in the IRA is taxed as ordinary income
when distributed). The IRA beneficiary must not have attained age 70 1/2 by
the close of the taxable year for which an IRA contribution is made; and 5 and
10 year averaging is not allowable for IRA distributions.
Distributions from qualified retirement plans must begin in minimum
amounts no later than the April 1 following the calendar year in which the
employee attains age 70 1/2 or within 5 years after his or her prior death if
death occurs before distributions begin (with later distribution allowed for a
surviving spouse and with lifetime annuity-type payouts to any beneficiary
permitted). Minimum required distributions from IRAs are governed by similar
rules.
Forms and arrangements for establishing qualified retirement plans and
IRAs are available from the Sponsor, as well as from other brokerage firms,
other financial institutions and others. Fees and charges with respect to such
plans and IRAs are not uniform and may vary from time to time as well as from
institution to institution.
Distributions received from a qualified retirement plan or IRA before the
employee attains age 59 1/2 are subject to a 10% additional tax, unless the
distribution is (i) made on or after the employee's death, (ii) attributable to
his disablement, (iii) in the nature of a life annuity, (iv) made to the
employee after separation from service after attainment of age 55, or (v) made
for other reasons specified in the law. Qualifying distributions from a
qualified retirement plan or from an IRA may, however, be rolled over or
transferred to another qualified retirement plan or IRA under specified
circumstances.
The foregoing information is of a general nature, does not purport to be
complete and relates only to the Federal income tax rules applicable to
qualified retirement plans and IRAs. State and local tax rules and foreign tax
regimes may treat qualified retirement plans and IRAs differently. Anyone
contemplating establishing a qualified retirement plan or IRA or investing
funds of such a plan or IRA in Trust units should consult his, her or its tax
advisor with respect to the tax consequences of any such action and the
application of the foregoing general tax information to his, her or its
particular situation.
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 U.S. dollar market value of the Portfolio Securities
(as determined by the Trustee based on the offering side of the applicable
exchange rate) next computed after receipt of a purchase order, divided by the
number of Units outstanding, the sales charge shown in "Summary of Essential
Information" and applicable commissions. After the initial Date of Deposit, a
proportionate share of amounts in the Income Account and Principal Account 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) 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 equal to 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
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up or down to three decimal places. The Public Offering Price on any particular
date will vary from the Public Offering Price on the Date of Deposit (set forth
in the "Summary of Essential Information") in accordance with fluctuations in
the aggregate market value of the Securities, the amount of available cash on
hand in the Trust, the amount of certain accrued fees and expenses, changes in
the relevant foreign currency exchange rates and changes in applicable
commissions and other costs associated with foreign trading.
As more fully described in the Indenture, the aggregate U.S. dollar market
value of the Securities is determined on each Business Day by the Trustee based
on closing prices and relevant currency exchange rates 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. The term Business Day, as used herein and under
"Redemption", shall exclude Saturdays, Sundays and the following holidays as
observed by the New York Stock Exchange, Inc.: New Year's Day, Washington's
Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving
and Christmas Day. In addition, for the UK Portfolio, "business day" shall
exclude the following UK holidays: Easter Monday, May Day, Autumn Bank
Holiday, Summer Bank Holiday and Boxing Day; for the Hong Kong Portfolio,
"business day" shall exclude the following Hong Kong holidays: Lunar New
Year's Day and the following day, Ching Ming Festival, Easter Monday, Queen's
Birthday and the following Monday, Tuen Ng Festival, Summer Bank Holiday,
Liberation Day, Chinese Mid-Autumn Festival and the following day, Chung Yeung
Festival and the two weekdays following Christmas Day.
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. Sales to dealers during the initial
offering period will be made at prices which reflect a concession of 70% of the
applicable sales charge, subject to change from time to time. In addition,
sales of Units may be made pursuant to distribution arrangements with certain
banks and/or other entities subject to regulation by the Office of the
Comptroller of the Currency (including NationsSecurities, a partnership created
pursuant to a joint venture between NationsBank of North Carolina, N.A. and an
affiliate of the Sponsor) which are acting as agents for their customers. These
banks and/or entities are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge paid by these
customers is retained by or remitted to such banks or entities in an amount
equal to the fee customarily received by an agent for acting in such capacity
in connection with the purchase of Units. The Glass-Steagall Act prohibits
banks from underwriting certain securities, including Units of the Trust;
however, this Act does permit certain agency transactions, and banking
regulators have not indicated that these particular agency transactions are
impermissible under this Act. In Texas, as well as certain other states, any
bank making Units available must be registered as a broker-dealer in that
State. The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units.
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 Unit
from Unit Holders at the Sponsor's Repurchase Price. The Sponsor's Repurchase
Price is computed by adding to the aggregate U.S. dollar value of the
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Securities in the Trust based on the bid side value of the applicable exchange
rate, any U.S. dollar equivalent (based on the bid side value of the applicable
exchange rate) of 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 the U.S. dollar equivalent (based on the bid
side value of the applicable exchange rate) of 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. After the primary offering period, the repurchase
and cash redemption prices will be reduced to reflect the cost to the Trust
(estimated as shown on page A- ) of liquidating Securities to meet the
redemption. 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 the initial Date of Deposit see: "Schedule of Portfolio
Securities"). 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
U.S. dollar aggregate value 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 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 during
such period as the highest sales charge is 3.00%. The Sponsor may at any time
change the amount by which the sales charge is reduced, or may discontinue the
discount altogether.
The sales charge of 3.00% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000.
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Sales Charge
Percent of Percent of
Public Offering Price Net Amount Invested
Less than $ . 3.00% 3.093%
$ to $
$ to $
$ to $
$ or more
The reduced sales charges as shown on the chart above will apply to all
purchases of Units of this Trust on any one day by the same person, partnership
or corporation (other than a dealer), in the amounts stated herein.
[The applicable rate of sales charge in the table above will be determined
on the basis of the aggregate number of units of all Select 10 Portfolios
purchased by the same purchaser in the same day. To be eligible for this
reduced sales charge, the purchaser or the purchaser's securities dealer must
notify the Sponsor at the time of purchase that such purchase qualifies under
this reduced sales charge provision and supply sufficient information to permit
confirmation of qualification. Acceptance of the purchase order is subject to
such confirmation. This reduced sales charge provision may be amended or
terminated by the Sponsor at any time without notice.]
Units held in the name of the purchaser's spouse or in the name of a
purchaser's child under the age 21 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.
The dealer concession will be 70% of the sales charge per Unit.
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". There is no sales charge
incurred when a Unit Holder tenders its Units to the Trustee for redemption.
The London Stock Exchange and the Hong Kong Exchange are open for trading on
certain days which are U.S. holidays on which the Trust will not transact
business. The Securities will continue to trade on those days and thus the
value of the Portfolios may be significantly affected on days when a Unit
Holder cannot sell or redeem Units.
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 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 next
following the tender of any Unit.
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During the period in which the Sponsor maintains a secondary market for
Units, the Sponsor may repurchase any Unit presented for tender to the Trustee
for redemption no later than the close of business on the next Business Day
following such presentation.
Units will be redeemed by the Trustee solely in cash for any one Unit
Holder tendering less than 2,500 Units. With respect to redemption requests
regarding at least 2,500 Units, the Sponsor may determine, in its discretion,
to direct the Trustee to redeem Units "in kind" by distributing Portfolio
Securities to the redeeming Unit Holder. The Sponsor may direct the Trustee to
redeem Units "in kind" even if it is then maintaining a secondary market in
Units of the Trust. Unit Holders redeeming "in kind" will receive an amount and
value of Trust Securities per Unit equal to the Redemption Price Per Unit as
determined as of the Evaluation Time next following the tender as set forth
herein under "Computation of Redemption Price" below. The distribution "in
kind" for redemption of Units will be held by the Trustee for the account of,
and for disposition in accordance with the instructions of, the tendering Unit
Holder. The tendering Unit Holder will be entitled to receive whole shares of
each of the underlying Portfolio Securities, plus cash equal to the Unit
Holder's pro rata share of the cash balance of the Income and Principal
Accounts and cash from the Principal Account equal to the fractional shares to
which such tendering Unit Holder is entitled. The Trustee, in connection with
implementing the redemption "in kind" procedures outlined above, may make any
adjustments necessary to reflect differences between the Redemption Price of
Units and the value of the Securities distributed "in kind" as of the date of
tender. If the Principal Account does not contain amounts sufficient to cover
the required cash distribution to the tendering Unit Holder, the Trustee is
empowered to sell Securities in the Trust Portfolio in the manner discussed
below. A Unit Holder receiving redemption distributions of Securities "in kind"
may incur brokerage costs and odd-lot charges in converting Securities so
received into cash. The Trustee will assess transfer charges to Unit Holders
taking Securities "in kind" according to its usual practice.
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 Agreement to sell Securities in order to provide
funds for redemption. To the extent Securities are sold, the size and diversity
of the Trust will be reduced. Such sales may be required at the time when
Securities would not otherwise be sold and might result in lower prices than
might otherwise be realized. The Redemption Price received by a tendering Unit
Holder may be more or less than the purchase price originally paid by such Unit
Holder, depending on the value of the Securities in the Portfolio at the time
of redemption. Moreover, due to the minimum lot size in which Securities may be
required to be sold, the proceeds of such sales may exceed the amount necessary
for payment of Units redeemed. Such excess proceeds will be distributed pro
rata to all remaining Unit Holders of record on the 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.
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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
Business 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 Business Day subsequent thereto)
and (c) on any other Business Day desired by the Sponsor or the Trustee, (1) by
adding:
a. The aggregate U.S. dollar value of Securities in the Trust
(based on the bid side of the applicable exchange rate), as determined by
the Trustee;
b. The U.S. dollar equivalent (based on the bid side of the
applicable exchange rate) of 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 the U.S. dollar equivalent (based on the bid side of the
applicable exchange rate) of any applicable taxes or governmental charges
payable by the Trust for the purpose of making an addition to the reserve
account (as defined in the Agreement, the "Reserve Account"), amounts
representing estimated accrued fees and expenses of the Trust (including legal
and auditing expenses), amounts representing unpaid fees of the Trustee, the
Sponsor and counsel and monies held to redeem tendered Units and for
distribution to Unit Holders of record as of the Business Day prior to the
Evaluation being made on the days or dates set forth above and then;
(3) by dividing the result of the above computation by the total number
of Units outstanding on the date of such Evaluation. The resulting figure
equals the Redemption Price for each Unit.
The aggregate value of the Securities shall be determined by the Trustee
in good faith in the following manner: If the Securities are listed on one or
more national securities exchanges, such valuation shall be based on the U.S.
dollar equivalent closing price (based on the applicable exchange rate) on such
exchange which is the principal market thereof deemed to be the London Stock
Exchange for the Securities in the UK Portfolio or the Hong Kong Stock Exchange
for the Securities in the Hong Kong Portfolio 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 U.S. dollar
equivalent closing price (based on the applicable exchange rate) 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 U.S.
dollar equivalent current bid prices (based on the applicable exchange rate) 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 such bid prices are not available for any of such Securities,
on the basis of U.S. dollar equivalent bid prices (based on the applicable
exchange rate) 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.
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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.
EXCHANGE OPTION
Unit Holders of any Dean Witter Select Trust or any holders of units of
any other unit investment trust (collectively, "Holders") may elect to exchange
any or all of their units for units of one or more of any series of the Dean
Witter Select Equity Trust or for units of any other Dean Witter Select Trusts,
that may from time to time be made available for such exchange by the Sponsor
(the "Exchange Trusts"). Such units may be acquired at prices based on reduced
sales charges per unit. The purpose of such reduced sales charge is to permit
the Sponsor to pass on to the Holder who wishes to exchange units the cost
savings resulting from such exchange. The cost savings result from reductions
in time and expense related to advice, financial planning and operational
expense required for the Exchange Option. The following Exchange Trusts are
currently available: the Dean Witter Select Municipal Trust, the Dean Witter
Select Government Trust, the Dean Witter Select Equity Trust, the Dean Witter
Select Investment Trust and the Dean Witter Select Corporate Trust.
Each Exchange Trust has different investment objectives: a Holder should
read the Prospectus for the applicable Exchange Trust carefully to determine
the investment objective prior to exercise of this option.
This option will be available provided the Sponsor maintains a secondary
market in units of the applicable Exchange Trust and provided that units of the
applicable Exchange Trust are available for sale and are lawfully qualified for
sale in the state in which the Holder is a resident. While it is the Sponsor's
present intention to maintain a secondary market for the units of Exchange
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 in which
a Holder wishes to sell or exchange Units; thus, there is no assurance that the
Exchange Option will be available to any Unit Holder. The Sponsor reserves the
right to modify, suspend or terminate this option at any time without further
notice to Unit Holders. In the event the Exchange Option is not available to a
Unit Holder at the time such Unit Holder wishes to exercise such option, the
Unit Holder will be immediately notified and no action will be taken with
respect to such tendered Units without further instruction from the Unit
Holder.
Exchanges will be affected 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. Unit
Holders in a trust which utilizes the Select 10 Strategy will be permitted to
add an amount not to exceed the amount of the first semiannual distribution
distributed to such Unit Holders in connection with an exchange of their Units
for Units of another trust which utilizes the Select 10 Strategy.
An exchange of Units pursuant to the Exchange Option will generally
constitute a "taxable event" under the Code, i.e., a Holder will recognize a
gain or loss at the time of exchange. However, upon an exchange of Units for
Units of any series of the Exchange Trusts which are grantor trusts for U.S.
federal income tax purposes the Internal Revenue Service may seek to disallow
any loss incurred upon such exchange to the extent that the underlying
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securities in each Trust are substantially identical and the exchange of Units
occurs within a thirty day period. A Unit Holder who exchanges Units of one
Trust for Units of another Trust should consult his or her tax advisor
regarding the extent to which such exchange results in the recognition of a
loss for Federal and/or state or local income tax purposes.
To exercise the Exchange Option, a Unit Holder should notify the Sponsor
of the desire to acquire units of one or more of the Exchange Trusts. If units
of the applicable outstanding series of the Exchange Trust are at that time
available for sale, the Unit Holder may select the series or group of series
for which the Units are to be exchanged. The Unit 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
based upon the aggregate bid side evaluation per Unit of the Securities in the
Portfolio. Units of the Exchange Trust will be sold to the Unit Holder at a
price equal to the net asset value based on the offering or bid side evaluation
(as applicable) per unit of the securities in the Exchange Trust's Portfolio,
plus accrued interest, if any, and the applicable sales charge of 2.0% of the
Public Offering Price per Unit.
REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their
Units automatically reinvested in additional Units of the Trust without a sales
charge. The Unit Holder may participate in the Trust's reinvestment program
(the "Program") by filing with the Trustee a written notice of election. The
Unit Holder's completed notice of election to participate in the Program must
be received by the Trustee at least ten days prior to the Record Date
applicable to any distribution in order for the Program to be in effect as to
such distribution. Elections may be modified or revoked on similar notice.
Such distributions, to the extent reinvested in 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 for deposit into the Trust (as described in
"Prospectus Part B - Introduction.") The additional Securities with any
necessary cash 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 of Units -
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. The
Sponsor may terminate the Program if it does not have sufficient Units in its
inventory or it is no longer deemed practical to create additional Units.
No fractional Units will be issued under any circumstances. If, after the
maximum number of full Units has been issued or credited at the applicable
price, there remains a portion of the distribution which is not sufficient to
purchase a full Unit at such price, the Trustee will distribute such cash to
Unit Holders. The cost of administering the reinvestment program will be borne
by the Trust and thus will be borne indirectly by all Unit Holders.
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RIGHTS OF UNIT HOLDERS
Unit Holders
A Unit Holder is deemed to be a beneficiary of the Trust created by the
Indenture and Agreement and vested with all right, title and interest in the
Trust created therein. A Unit Holder may at any time tender its Certificate to
the Trustee for redemption.
Ownership of Units is evidenced by registered Certificates of Beneficial
Interest issued in denominations of one or more Units and executed by the
Trustee and the Sponsor. These Certificates are transferable or interchangeable
upon presentation at the 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 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".)
Unit Holders shall have no right to control the operation or administration of
the Trust in any manner, except upon the vote of 51% of the Unit Holders
outstanding at any time for purposes of amendment, or termination of the Trust
or discharge of the Trustee, all as provided in the Agreement; however, no Unit
Holder shall ever be under any liability to any third party for any action
taken by the Trustee or Sponsor. Unit Holders will be unable to dispose of any
of the Securities in the Portfolio, as such, and will not be able to vote the
Securities. The Trustee, as holder of the Securities, will have the right to
vote all of the voting Securities held in the Trust, and will vote such
Securities in accordance with the instructions of the Sponsor, if given,
otherwise the Trustee shall vote as it, in its sole discretion, shall
determine.
EXPENSES AND CHARGES
Initial Expenses
All expenses and charges incurred prior to or in the establishment of the
Trust including the cost of the initial preparation, printing and execution of
the Indenture and Agreement and the Certificates, initial legal and auditing
expenses, the cost of the preparation and printing of this Prospectus and all
other advertising and selling expenses, have, or will be paid by the Sponsor
and not by the Trust.
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Fees
The Sponsor's fee, earned for portfolio supervisory services, is based
upon the largest number of Units outstanding during the semiannual computation
period. The Sponsor's fee is as set forth in "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 and
evaluator, the Trustee receives the fee set forth in "Summary of Essential
Information". Certain regular expenses of the Trust, including certain mailing
and printing expenses, are borne by the Trust.
The Sponsor's fee and the Trustee's fees accrue daily but are payable only
on or before each Distribution Date from the Income Account, to the extent
funds are available and thereafter from the Principal Account. Any of such fees
may be increased without approval of the Unit Holders in proportion to
increases under the classification "All Services Less Rent" in the Consumer
Price Index published by the United States Department of Labor or, if no longer
published, a similar index. The Trustee, pursuant to normal banking procedures,
also receives benefits to the extent that it holds funds on deposit in various
non-interest bearing accounts created under the Indenture and Agreement.
Other Charges
The following additional charges are or may be incurred by the Trust as
more fully described in the Indenture and Agreement: (a) fees of the Trustee
for extraordinary services, (b) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (c) various
governmental charges, (d) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of the Unit Holders,
(e) indemnification of the Trustee for any loss, liability or expenses incurred
by it in the administration of the Trust without gross negligence, bad faith,
wilful malfeasance or wilful misconduct on its part or reckless disregard of
its obligations and duties, (f) indemnification of the Sponsor for any losses,
liabilities and expenses incurred in acting as Sponsor or Depositor under the
Agreement without gross negligence, bad faith, wilful malfeasance or wilful
misconduct or reckless disregard of its obligations and duties,
(g) expenditures incurred in contacting Unit Holders upon termination of the
Trust, and (h) brokerage commissions or charges incurred in connection with the
purchase or sale of Securities.
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 Account 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
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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.
Distribution
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account (after conversion into U.S.
dollars at an estimate of the exchange rate to be applicable upon receipt of
the dividends), as of the date on which the Trust is entitled to receive such
dividends. Other receipts, including return of investment and gain and amounts
received upon the sale, pursuant to the Indenture and Agreement, of rights to
purchase other Securities distributed in respect of the Securities in the
Portfolio, are credited to a Principal Account (after conversion into U.S.
dollars at the applicable rates). Any distribution for each Unit Holder as of
the Record Date will be made on the Distribution Date or shortly thereafter and
shall consist of an amount approximately equal to the dividend income per Unit,
after deducting estimated expenses, if any, plus such Holder's pro rata share
of the distributable cash balance of the Principal Account and after any
adjustment necessary to reflect changes in currency exchange rates. Proceeds
received from the disposition of any of the Securities which are not used for
redemption of Units will be held in the Principal Account to be distributed on
the Distribution Date following receipt of such proceeds. No distribution need
be made from the Principal Account if the balance therein is less than $1.00
per 100 Units outstanding. The amount received on a Distribution Date will
change with fluctuations in the relevant dividend rates and in the applicable
currency exchange rates as Securities are sold or as substitution Securities
are purchased. 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.
The Trustee will follow a policy that it will place securities acquisition
or disposition transactions with a broker or dealer only if it expects to
obtain the most favorable prices and executions of orders. Transactions in
securities held in the Trust are generally made in brokerage transactions (as
distinguished from principal transactions) and the Sponsor may act as broker
therein and receive commissions thereon if the Trustee expects thereby to
obtain the most favorable prices and execution. The furnishing of statistical
and research information to the Trustee by any of the securities dealers
through which transactions are executed will not be considered in placing
securities transactions.
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 Agreement. The
Sponsor may direct the Trustee to dispose of Securities upon failure of the
issuer of a Security in the Trust to declare or pay anticipated cash dividends,
institution of certain materially adverse legal proceedings, default under
certain documents materially and adversely affecting future declaration or
payment of dividends, or the occurrence of other market or credit factors that
in the opinion of the Sponsor would make the retention of such Securities in
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the Trust detrimental to the interests of the Unit Holders. Except as
otherwise discussed herein, the acquisition of any Securities for the Trust
other than those initially deposited and deposited in order to create
additional Units, is prohibited. The Sponsor is authorized under the Indenture
to direct the Trustee to invest the proceeds of any sale of Securities not
required for the redemption of Units in eligible money market instruments
selected by the Sponsor which will include only negotiable certificates of
deposit or time deposits of domestic banks which are members of the Federal
Deposit Insurance Corporation and which have, together with their branches or
subsidiaries, more than $2 billion in total assets, except that certificates of
deposit or time deposits of smaller domestic banks may be held provided the
deposit does not exceed the insurance coverage on the instrument (which
currently is $100,000), and provided further that the Trust's aggregate holding
of certificates of deposit or time deposits issued by the Trustee may not
exceed the insurance coverage of such obligations and U.S. Treasury notes or
bills (which shall be held until the maturity thereof) each of which matures
prior to the earlier of the next following Distribution Date or 90 days after
receipt, the principal thereof and interest thereon (to the extent such
interest is not used to pay Trust expenses) to be distributed on the earlier of
the 90th day after receipt or the next following Distribution Date.
During the life of the Trust, the Sponsor, as part of its administrative
responsibilities, shall conduct reviews to determine whether or not to
recommend the disposition of Securities. In addition, the Sponsor shall
undertake to perform such other reviews and procedures as it may deem necessary
in order for it to give the consents and directions, including directions as to
voting on the underlying Securities, required by the Indenture and Agreement.
For the administrative services performed in making such recommendations and
giving such consents and directions, and in making the reviews called for in
connection therewith the Sponsor shall receive the portfolio supervisory fee
referred to under "Summary of Essential Information".
Voting of the Portfolio Securities
Pursuant to the Indenture and Agreement, voting rights with respect to the
Portfolio Securities and Replacement Securities, if any, will be exercised by
the Trustee in accordance with the Indenture or 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 Account:
(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
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<PAGE>
(f) the net amount remaining after such payments and deductions
expressed both as a total dollar amount and as a dollar amount per Unit
outstanding on the last business day of such calendar year.
2. The following information:
(a) a list of the Securities as of the last business day of such
calendar year;
(b) the number of Units outstanding as of the last business day of
such calendar year;
(c) the Unit Value (as defined in the Agreement) based on the last
Evaluation made during such calendar year; and
(d) the amounts actually distributed during such calendar year from
the Income and Principal Accounts, separately stated, expressed both as
total dollar amounts and as dollar amounts per Unit outstanding on the
Record Dates for such distributions.
Amendment
The Indenture and Agreement may be amended from time to time by the
Trustee and the Sponsor or their respective successors, without the consent of
any of the Unit Holders (a) to cure any ambiguity or to correct or supplement
any provision contained therein which may be defective or inconsistent with any
other provision contained therein; (b) to change any provision thereof as may
be required by the Securities and Exchange Commission or any successor
governmental agency exercising similar authority; or (c) 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 and Agreement may be
waived) with the expressed written consent of Unit Holders evidencing 51% of
the Units at the time outstanding under the Indenture and Agreement for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture and Agreement or of modifying in any
manner the rights of the Unit Holders; provided, further however, that the
Indenture and Agreement may not be amended (nor may any provision thereof be
waived) so as to (1) increase the number of Units issuable in respect of the
Trust above the aggregate number specified in Part II of the Agreement or such
lesser amount as may be outstanding at any time during the term of the
Indenture except as the result of the deposit of Additional Securities, as
therein provided, or reduce the relative interest in the Trust of any Unit
Holder without his consent, (2) permit the deposit or acquisition thereunder of
securities or other property either in addition to or in substitution for any
of the Securities except in the manner permitted by the Trust Indenture as in
effect on the date of the first deposit of Securities or permit the Trustee to
engage in business or investment activities not specifically authorized in the
Indenture and Agreement as originally adopted or (3) adversely affect the
characterization of the Trust as a grantor trust for federal income tax
purposes.
Termination
The Indenture and Agreement provides that the Trust will be liquidated
during the Liquidation Period as set forth under "Summary of Essential
Information" 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 51% or more of the Units then
outstanding. Unit Holders will receive their final distributions (that is,
their pro rata distributions realized from the sale of Portfolio Securities
plus any other Trust assets, less Trust expenses) according to their Election
Instructions. The Election Instructions will provide for the following
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distribution options: (1) cash distributions; or (2) distributions "in kind"
available only to any Unit Holder owning at least 2,500 Units. Unit Holders who
do not tender properly completed Election Instructions to the Trustee will be
deemed to have elected a cash distribution.
Cash or "In Kind" Distributions. Unit Holders holding less than 2,500
Units will receive distributions in respect of their Units at termination
solely in cash. Unit Holders holding at least 2,500 Units may indicate to the
Trustee that they wish to receive termination distributions "in kind", by
returning to the Trustee properly completed Election Instructions distributed
by the Trustee to such Unit Holders of record 45 days prior to the Termination
Date. The Trustee will duly honor such election instructions received on or
before the Mandatory Termination Date. Such Unit Holder will be entitled to
receive whole shares of each of the underlying Portfolio Securities and cash
from the Principal Account equal to the fractional shares to which such
tendering Unit Holder is entitled. A Unit Holder receiving distributions of
Securities "in kind" may incur brokerage and odd-lot costs in converting
Securities so received into cash. The Trustee will transfer the Securities to
be delivered in kind to the account of, and for disposition in accordance with
the instructions of, the Unit Holder.
Method of Securities Disposal. The Trustee will begin to sell the
remaining Securities held in the Trust on the next business day following the
In-Kind Date. Since the Trust is not managed, Securities in the Portfolio must
be sold in accordance with the Indenture, which provides for sales over a
period of days or on any one day during the Liquidation Period set forth in the
"Summary of Essential Information". Daily proceeds of such sales will be
deposited into the Trust, will be held in a non-interest bearing account until
distributed and will be of benefit to the Trustee. The sales of Portfolio
Securities may tend to depress the market prices for such Securities and thus
reduce the proceeds available to Unit Holders. The Sponsor believes that
gradual liquidation of Securities during the Liquidation Period may mitigate
negative market price consequences stemming from the trading of large volumes
of Securities over a short period of time. There can be no assurance, however,
that such procedures will effectively mitigate any adverse price consequences
of heavy volume trading or that such procedures will produce a better price for
Unit 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
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Agreement also contains other customary provisions limiting the liability of
the Trustee and providing for the indemnification of the Trustee for any loss
or claim accruing to it without gross negligence, bad faith, wilful misconduct,
wilful misfeasance or reckless disregard of its duties and obligations under
the Agreement on its part.
The Trustee or any successor may resign by executing an instrument in
writing, filing the same with the Sponsor and mailing a copy of such notice of
resignation to all Unit Holders then of record. Upon receiving such notice the
Sponsor will use its best efforts to appoint a successor Trustee promptly. If
the Trustee becomes incapable of acting or becomes bankrupt or its affairs are
taken over by public authorities, or upon the determination of the Sponsor to
remove the Trustee for any reason, either with or without cause, the Sponsor
may remove the Trustee and appoint a successor as provided in the Agreement. If
within 30 days of the resignation of a Trustee no successor has been appointed
or, if appointed, has not accepted the appointment, the retiring Trustee may
apply to a court of competent jurisdiction for the appointment of a successor.
The resignation or removal of a Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor Trustee.
Regarding the Sponsor
The Sponsor shall be under no liability to the Trust or to Unit Holders
for taking any action or for refraining from any action in good faith or for
errors in judgment. Nor shall the Sponsor be liable or responsible in any way
for depreciation or loss incurred by reason of the disposition of any Security.
The Sponsor will, however, be liable for its own wilful misfeasance, wilful
misconduct, bad faith, gross negligence or reckless disregard of its duties and
obligations under the Agreement.
If at any time the Sponsor shall resign under the Agreement or shall fail
or be incapable of performing its duties thereunder or shall become bankrupt or
its affairs are taken over by public authorities, the Agreement directs the
Trustee to either (1) appoint a successor Sponsor or Sponsors at rates of
compensation deemed reasonable by the Trustee not exceeding amounts prescribed
by the Securities and Exchange Commission, or (2) terminate the Trust Indenture
and Agreement and the Trust and liquidate the Trust.The Trustee will promptly
notify Unit Holders of any such action.
MISCELLANEOUS
Sponsor
Dean Witter Reynolds Inc. ("Dean Witter") is a corporation organized under
the laws of the State of Delaware and is a principal operating subsidiary of
Dean Witter, Discover & Co. ("DWDC"), a publicly-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.
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<PAGE>
Trustee
The Trustee is The Bank of New York. The Trustee is organized under the
laws of the State of New York, is a member of the New York Clearing House
Association and is subject to supervision and examination by the Superintendent
of Banks of the State of New York, the Federal Deposit Insurance Corporation
and the Board of Governors of the Federal Reserve System. Unit Holders should
direct inquiries regarding distributions, address changes and other matters
relating to the administration of the Trust to the Trustee at Unit Investment
Trust Division, P.O. Box 974, Wall Street Station, New York, New York
10268-0974.
Legal Opinions
The legality of the Units offered hereby has been passed upon by Cahill
Gordon & Reindel, a partnership including a professional corporation, 80 Pine
Street, New York, New York 10005, as special counsel for the Sponsor.
AUDITORS
The Statement of Financial Condition and Schedule of Portfolio Securities
of this series of the Dean Witter Select Equity Trust included in this
Prospectus have been audited by Deloitte & Touche LLP, certified public
accountants, as stated in their report as set forth in Part A of 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>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
This registration statement on Form S-6 comprises the following documents:
The facing sheet.
The Cross Reference Sheet.
The Prospectus.
The signatures.
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5)
Deloitte & Touche
The following Exhibits:
*EX-4.1 Trust Indenture and Agreement, dated September 30, 1993.
**EX-4.2 Draft of Reference Trust Agreement.
***EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
****EX-5 Opinion of counsel as to the legality of the securities
being registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
**EX-24 Powers of Attorney executed by a majority of the members of
the Board of Directors of Dean Witter Reynolds Inc.
___________________________
* The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Dean Witter Select Equity
Trust, Selected Opportunities Series 18, Registration number 33-50105.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement of Sears Tax-Exempt Investment Trust, Insured Long Term Series
33 and Long Term Municipal Portfolio Series 106, Registration numbers 33-
38086 and 33-37629, respectively.
**** To be filed by amendment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Select 10 International Series 95-
1, has duly caused this 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 8th day of November, 1994.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 10 INTERNATIONAL SERIES 95-1
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Thomas Hines
Thomas Hines
Authorized Signatory
Pursuant to the requirements of the Securities Act of 1933, this
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 8th day of
November, 1994.
DEAN WITTER REYNOLDS INC.
Name Office
Philip J. Purcell Chairman & Chief )
Executive Officer )
and Director* )
By
Thomas Hines
Thomas Hines
Attorney-in-fact*
_____________________
* Executed copies of the Powers of Attorney are filed herewith.
<PAGE>
Name Office
Richard M. DeMartini Director*
Nancy S. Donovan Director*
Robert J. Dwyer Director*
Christine A. Edwards Director*
James S. Higgins Director*
Stephen R. Miller Director*
Richard F. Powers Director*
Philip S. Purcell Director*
_____________________
* Executed copies of the Powers of Attorney are filed herewith.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
Exhibit No. Document Page
*EX-4.1 Trust Indenture and Agreement, dated September 30, 1993
**EX-4.2 Draft of Reference Trust Agreement.
***EX-3(i) Certificate of Incorporation of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
****EX-5 Opinion of counsel as to the legality of the securities being
registered.
****EX-23.1 Consent of Independent Auditors.
****EX-23.2 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
**EX-24 Powers of Attorney executed by a majority of the members of the
Board of Directors of Dean Witter Reynolds Inc.
___________________________
* The Trust Indenture and Agreement is incorporated by reference to exhibit
of same designation filed with the Securities and Exchange Commission as
an exhibit to the Registration Statement of Dean Witter Select Equity
Trust, Selected Opportunities Series 18, Registration number 33-50105.
** Filed herewith.
*** Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement of Sears Tax-Exempt Investment Trust, Insured Long Term Series
33 and Long Term Municipal Portfolio Series 106, Registration numbers 33-
38086 and 33-37629, respectively.
**** To be filed by amendment.
<PAGE>
(DRAFT)
DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INTERNATIONAL SERIES 95-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1994 among DEAN
WITTER REYNOLDS INC., as Depositor, and The Bank of New York, as Trustee, sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "Dean Witter Select Equity Trust, Trust Indenture and
Agreement (the "Basic Agreement") dated September 30, 1993. Such provisions as
are incorporated by reference constitute a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, the Trustee, and the Evaluator agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to
the same extent as though said provisions had been set forth in full in this
instrument.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust, Dean Witter Select Equity Trust, Select 10
International Series 95-1 is compromised of two separate unit investment trusts
denominated the Select 10 UK Portfolio 95-1 (the "UK Trust") and the Select 10
Hong Kong Portfolio 95-1 (the "Hong Kong Trust").
B. The publicly traded stocks listed in Schedule A and B hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
C. The term, "Depositor" shall mean Dean Witter Reynolds Inc.
D. The aggregate number of Units referred to in Sections 2.03 and
9.01 of the Basic Agreement is ___,000 for UK Trust and ,000 for the Hong
Kong Trust.
<PAGE>
E. A Unit is hereby declared initially equal to 1/_,000th for the
UK Trust and 1/ ,000th for the Hong Kong Trust.
F. The term "First Settlement Date" shall mean __________, 1995 and
, 1995 for the UK Trust and the Hong Kong Trust, respectively.
G. The term "In-Kind Date" shall mean __________, 1995 and ,
1995 for the UK Trust and the Hong Kong Trust, respectively.
H. The term "Record Date" shall mean __________, 1995 and ,
1995 for the UK Trust and the Hong Kong Trust, respectively.
I. The term "Distribution Date shall mean __________, 1995 and
, 1995 for the UK Trust and the Hong Kong Trust, respectively.
J. For purposes of this Series -- Dean Witter Select Equity Trust,
Select 10 International Series 95-1 -- the form of Certificates set forth in
this Indenture shall be appropriately modified to reflect the title of this
Series and such of the Special Terms and Conditions of Trust set forth herein
as may be appropriate.
K. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $____ per _____ Units and $ per Units for the UK Trust
and the Hong Kong Trust, respectively.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $____ per _____ Units and $ per Units for UK
Trust and the Hong Kong Trust, respectively.
(Signatures and acknowledgements on separate pages)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Richard M. DeMartini
Richard M. DeMartini
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Nancy S. Donovan
Nancy S. Donovan
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Robert J. Dwyer
Robert J. Dwyer
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Christine A. Edwards
Christine A. Edwards
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
James F. Higgins
James F. Higgins
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Stephen R. Miller
Stephen R. Miller
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Richard F. Powers
Richard F. Powers
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned,
a director of DEAN WITTER REYNOLDS INC., a Delaware corporation
(hereinafter called the Corporation), hereby constitutes and
appoints Steven Massoni, Thomas Hines, John T. Pavick, Michael
D. Browne, Dean E. Kois, and each of them, my true and lawful
attorneys and agents, with full power to act without the
others, for me and in my name, place and stead, in any and all
capacities, to do any and all acts and things, and execute in
my name any and all instruments, which said attorneys and
agents may deem necessary or advisable in order to enable the
Corporation to comply with the Securities Act of 1933 and the
Investment Company Act of 1940, and any requirements of the
Securities and Exchange Commission in respect thereof and any
applicable blue sky laws, in connection with the registration
under said Acts and under said blue sky laws of (i) Units rep-
resenting all of the undivided fractional interests in Dean
Witter Select Municipal Trust, Series 1 and subsequent series;
Dean Witter Select Investment Trust, Series 1 and subsequent
series; Dean Witter Select Government Trust, Series 1 and sub-
sequent series; Dean Witter Select Equity Trust, Series 1 and
subsequent series; Dean Witter Select Corporate Trust, Series 1
and subsequent series and any other separate but similar Unit
Investment Trusts, organized under the Investment Company Act
of 1940, intended to invest in obligations issued or guaranteed
by the United States of America and the agencies and instrumen-
talities thereof, obligations of state and municipalities, and
political subdivisions thereof, equity securities and corporate
obligations and securities, and any other security, obligation,
asset or similar investment and (ii) the aforesaid trusts,
including specifically power and authority to sign my name to
any and all Notifications of Registration and/or Registration
Statements to be filed with the Securities and Exchange Commis-
sion under either of said Acts in respect to such units and
trusts, any amendment (including any post-effective amendment)
or application for amendment of such Notifications of Registra-
tion and/or Registration Statements, and any prospectuses,
exhibits, financial statements, schedules or any other docu-
ments filed therewith, and to file the same with the Securities
and Exchange Commission and/or any state; and I hereby ratify
and confirm all that said attorneys and agents and each of
them, shall do or cause to be done by virtue hereof. Any one
of said agents and attorneys shall have, and may exercise,
without the other, all the powers hereby conferred.
Dated: November 1, 1994
Philip J. Purcell
Philip J. Purcell
Director