<PAGE>
File No. 33-60121
Investment Company Act No. 811-5065
Filer: DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-6
For Registration Under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.
A. Exact name of Trust:
DEAN WITTER SELECT EQUITY TRUST,*
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
B. Name of Depositor:
DEAN WITTER REYNOLDS INC.
C. Complete address of Depositor's principal executive office:
DEAN WITTER REYNOLDS INC.
Two World Trade Center
New York, New York 10048
D. Name and complete address of agent for service:
MR. MICHAEL D. BROWNE
DEAN WITTER REYNOLDS INC.
Unit Trust Department
Two World Trade Center - 59th Floor
New York, New York 10048
_________________________
* Formerly Dean Witter Select Equity Trust, Select 5 Industrial
Portfolio 95.
<PAGE>
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
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.
_____________________
* This amount was previously paid in connection with the initial
filing of this Registration Statement.
<PAGE>
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
Cross Reference Sheet
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction 1
as to Prospectus on Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Name of Trust ) Front Cover
(b) Title of securities issued )
2. Name and address of Depositor ) Table of Contents
3. Name and address of Trustee ) Table of Contents
4. Name and address of principal ) Table of Contents
Underwriter )
5. Organization of Trust ) Introduction
6. Execution and termination of ) Introduction;
Indenture ) 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 )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
of Holders )
(a) Type of Securities ) Rights of Unit Holders
(Registered or Bearer)
(b) Type of Securities ) Administration of the
(Cumulative or ) Trust-Distribution
Distributive)
(c) Rights of Holders as to ) Redemption; Public
withdrawal or redemption ) Offering of Units-
) Secondary Market
(d) Rights of Holders as to ) Public Offering of
conversion, transfer, ) Units-Secondary
partial redemption and ) 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 Secu- ) Rights of Unit Holder
rities under the Indenture ) -Certain Limitations;
) Amendment and Termination
) of the Indenture
(g) Notice to Holders as to )
change in )
(1) Composition of assets ) Administration of the
of Trust ) Trust-Reports to Unit
) Holders; The Trust-
) Summary Description
) of the Portfolios
(2) Terms and Conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) Sponsor; Trustee
and Trustee )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
(h) Security Holders Consent )
required to change )
(1) Composition of assets ) Amendment and Termination
of Trust ) of the Indenture
(2) Terms and conditions ) Amendment and Termination
of Trust's Securities ) of the Indenture
(3) Provisions of ) Amendment and Termination
Indenture ) of the Indenture
(4) Identity of Depositor ) *
and Trustee )
(i) Other principal features ) Cover of Prospectus;
of the Trust's Securities ) Tax Status
11. Type of securities comprising ) The Trust-Summary
units ) Description of
) the Portfolios;
) Objectives and
) Securities Selection;
) The Trust-Special
) Considerations
12. Type of securities comprising ) *
periodic payment certificates
13. (a) Load, fees, expenses, etc. ) Summary of Essential
) Information; Public
) Offering of Units-Public
) Offering Price; -Profit
) of Sponsor;- Volume
) Discount; 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
_________________________
* Not applicable, answer negative or not required.
<PAGE>
(d) Price differentials ) Public Offering of
) Units - Public
) Offering Price
(e) Certain other loads, fees, ) Rights of Unit Holders -
expenses, etc. ) Certificates
payable by holders )
(f) Certain profits receivable ) Redemption - Purchase by
by depositor, principal ) the Sponsors of Units
underwriters, trustee or ) Tendered for Redemption
affiliated persons )
(g) Ratio of annual charges to ) *
income
14. Issuance of trust's securities ) Introduction; Rights of
) Unit Holders - Certifi-
) cates
15. Receipt and handling of ) Public Offering of Units-
payments from purchasers ) Profit of Sponsor
16. Acquisition and disposition of ) Introduction;
underlying securities ) Amendment and
) 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 ) Administration of the
income ) Trust; Reinvestment
) Programs
(b) Reinvestment of distribu- ) Reinvestment
tions ) Programs
_________________________
* Not applicable, answer negative or not required.
<PAGE>
(c) Reserves or special fund ) Administration of the
) Trust-Distribution
(d) Schedule of distribution ) *
19. Records, accounts and report ) Administration of the
) Trust-Records and
) Accounts;-Reports to
) Unit Holders
20. Certain miscellaneous provi- ) Amendment and Termination
sions of trust agreement ) of the Indenture; Sponsor
) - Limitation on Liability
) - Resignation; Trustee -
) - Limitation on Liability
) - Resignation
21. Loans to security holders ) *
22. Limitations on liability of ) Sponsor, Trustee;
depositor, trustee, custodian, ) Evaluator - Limitation on
etc. ) 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 ) Included in Form N-8B-2
officials and affiliated )
persons of Depositor )
29. Voting securities of Depositor ) Included in Form N-8B-2
30. Persons controlling Depositor ) *
_________________________
* Not applicable, answer negative or not required.
<PAGE>
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
35. Distribution of trust's ) Public Offering of Units-
securities by states ) Public 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-
principal underwriter ) Profit of Sponsor
41. (a) Business of principal ) Sponsor
underwriter )
(b) Branch offices of ) *
principal underwriter )
(c) Salesman of principal ) *
underwriter
42. Ownership of trust's securities ) *
by certain persons
43. Certain brokerage commissions ) *
_________________________
* Not applicable, answer negative or not required.
<PAGE>
received by principal )
underwriter )
44. (a) Method of valuation ) Public Offering of Units
(b) Schedule as to offering ) *
price )
(c) Variation in offering ) Public Offering of Units-
price to certain persons ) -Volume Discount; Exchange
) option
45. Suspension of redemption rights ) *
46. (a) Redemption valuation ) Public Offering of Units-
) Secondary Market; Redemp-
) tion
(b) Schedule as to redemption ) *
price )
47. Maintenance of position in ) See items 10(d), 44
underlying securities ) and 46
)
V. INFORMATION CONCERNING THE TRUSTEE
OR CUSTODIAN
48. Organization and regulation of ) Trustee
Trustee
49. Fees and expenses of Trustee ) Expenses
) and Charges
50. Trustee's lien ) Expenses and Charges
VI. INFORMATION CONCERNING INSURANCE OF
HOLDERS OF SECURITIES
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 )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
(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 ) Introduction
eliminating securities from ) Objectives and Securities
the Trust ) Selection; The Trust
) -Summary Description of
) the Portfolio
) Sponsor - Responsibility
(b) Elimination of securities ) *
from the Trust )
(c) Substitution and elimina- ) Introducton
tion of securities from ) Objectives and
the Trust ) Securities Selection;
) Sponsor - Responsibility;
(d) Description of any funda- ) *
mental 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 certifi- )
cates )
56. Certain information regarding ) *
periodic payment plan certifi- )
cates )
57. Certain information regarding ) *
periodic payment plan certifi- )
cates )
_________________________
* Not applicable, answer negative or not required.
<PAGE>
58. Certain information regarding ) *
periodic payment plan certifi- )
cates )
59. Financial statements ) Statement of Financial
(Instruction 1(c) to Form S-6) ) Condition
_________________________
* Not applicable, answer negative or not required.
<PAGE>
[LOGO]
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
------------------------------------------
25,000 Units
(A Unit Investment Trust)
-----------------------------------------------------------------------
This Trust is formed for the purposes of providing income and above-average
growth potential through an investment for approximately 1 year in a fixed
portfolio consisting of the five lowest dollar price per share common stocks
of the ten common stocks in the Dow Jones Industrial Average* having the
highest dividend yields on July 18, 1995. DOW JONES AND COMPANY INC. HAS NOT
PARTICIPATED IN ANY WAY IN THE CREATION OF THE TRUST OR IN THE SELECTION OF
STOCKS INCLUDED IN THE TRUST AND HAS NOT 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. 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.
* Dow Jones Industrial Average is the property of Dow Jones and Company Inc.
PROSPECTUS DATED JULY 19, 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 5 INDUSTRIAL PORTFOLIO 95-3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART A
Cover
Table of Contents..................................... i
Summary of Essential Information...................... ii
Independent Auditors' Report.......................... x
Statement of Financial Condition...................... xi
Schedule of Portfolio Securities...................... xii
PART B
Introduction.......................................... 1
The Trust............................................. 2
Risk Factors--Special Considerations.............. 2
Summary Description of the Portfolio.............. 2
Objectives and Securities Selection............... 3
Distribution...................................... 3
Tax Status of the Trust............................... 3
Retirement Plans...................................... 4
Public Offering of Units.............................. 5
Public Offering Price............................. 5
Public Distribution............................... 5
Secondary Market.................................. 5
Profit of Sponsor................................. 6
Volume Discount................................... 6
Redemption............................................ 7
Right of Redemption............................... 7
Computation of Redemption Price................... 7
Postponement of Redemption........................ 8
<CAPTION>
PAGE
-----
<S> <C>
Exchange Option....................................... 8
Reinvestment Program.................................. 9
Rights of Unit Holders................................ 10
Unit Holders...................................... 10
Certain Limitations............................... 10
Expenses and Charges.................................. 10
Expenses.......................................... 10
Fees.............................................. 10
Other Charges..................................... 10
Administration of the Trust........................... 11
Records and Accounts.............................. 11
Distribution...................................... 11
Portfolio Supervision............................. 11
Voting of the Portfolio Securities................ 12
Reports to Unit Holders........................... 12
Amendment......................................... 13
Termination....................................... 13
Resignation, Removal and Liability.................... 14
Regarding the Trustee............................. 14
Regarding the Sponsor............................. 14
Miscellaneous......................................... 14
Sponsor........................................... 14
Trustee........................................... 15
Legal Opinions.................................... 15
Auditors.............................................. 15
</TABLE>
<TABLE>
<CAPTION>
SPONSOR TRUSTEE
- -------------------------- ---------------------------------------
<S> <C>
Dean Witter Reynolds Inc. United States Trust Company of New York
2 World Trade Center 114 West 47th Street
New York, New York 10048 New York, New York 10036
</TABLE>
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.
i
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
AS OF JULY 18, 1995*
<TABLE>
<S> <C>
Aggregate Value of Securities in
Trust**............................... $ 242,450.75
Number of Units......................... 25,000+
Fractional Undivided Interest in the
Trust Represented by Each Unit........ 1/25,000th
Public Offering Price Per Unit:
Aggregate Value of Securities in the
Trust Divided by 25,000 Units
(times 100 Units).................. $ 969.80
Plus Sales Charge of 2.90% of Public
Offering Price*** (2.9253% of the
amount invested in Securities)..... 28.37
Less Deferred Sales Charge per 100
Units.............................. (20.00)
-------------
Public Offering Price per 100
Units****.......................... $ 978.17
-------------
-------------
Sponsor's Repurchase Price per 100 Units
and Redemption Price per 100 Units
(based on the value of the underlying
Securities, $28.37 less than the
Public Offering Price per 100
Units)*****........................... $ 949.80
-------------
-------------
</TABLE>
<TABLE>
<S> <C>
Evaluation Time......................... 4:00 P .M . New York time.
Record Dates............................ October 1, 1995, January 1, 1996, April
1, 1996, July 1, 1996 and September 16,
1996.
Distribution Dates...................... October 15, 1995, January 15, 1996,
April 15, 1996, July 15, 1996 and on or
about September 30, 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............... September 3, 1996.
Liquidation Period...................... Not to exceed 10 business days after the
In-kind Distribution date. ++
Mandatory Termination Date.............. September 16, 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.++
Trustee's Fee (including estimated
expenses)******......................... $0.83 per 100 Units.
Organizational Expenses+++.............. $0.86 per 100 Units.
Sponsor's Portfolio Supervision Fee..... Maximum of $0.25 per 100 Units.
Deferred Sales Charge Payment Date...... The last business day of each month
commencing September 29, 1995.
Minimum Purchase: $1,000++++
<FN>
- --------------------------
*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 as of 4:00 P.M. on July 18,
1995.
***The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge (a maximum of
2.90% of the Public Offering Price); thus on the date of this Summary of
Essential Information, the Initial Sales Charge is $8.37 per 100 Units or 0.86%
of the Public Offering Price. The Initial Sales Charge paid by a Unit Holder may
be more or less than $8.37 per 100 Units based on the fluctuation of the value
of the Securities on the date of purchase. The Initial Sales Charge is deducted
from the purchase price at the time of purchase and is reduced on a graduated
basis on purchases of $25,000 or more (see "Public Offering of Units--Volume
Discount"). The Deferred Sales Charge is paid through reduction of Trust assets
by $2.00 per 100 Units on each Deferred Sales Charge Payment Date through the
sale of Securities on each such date or distribution of cash available in the
Principal Account for such payment. On a repurchase, redemption or exchange of
Units before the last Deferred Sales Charge Payment Date, any remaining Deferred
Sales Charge payments will be deducted from the proceeds. Units purchased
pursuant to the Reinvestment Program are subject to that portion of the Deferred
Sales Charge remaining at the time of reinvestment (see "Reinvestment Program").
****This price is computed as of the Date of Deposit and may vary from such
price on the date of this Prospectus or any subsequent date.
*****This price is computed as of the Date of Deposit and may vary from such
price on the date of this Prospectus or any subsequent date. Reflects deductions
for remaining Deferred Sales Charge payments ($20.00 per 100 Units initially).
In addition, after the initial offering period, the repurchase and cash
redemption prices will be further reduced to reflect the Trust's estimated costs
of liquidating Securities to meet the redemption, currently estimated at $1.15
per 100 Units.
******See: "Expenses and Charges" herein. The fee and the expenses accrue daily
and are 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. In addition
to the Trustee's fee, brokerage costs borne by the Trust in connection with the
purchase of Securities by the Trustee with cash deposited in the Trust are
currently estimated at $0.90 per 100 Units.
+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".)
+++The estimated cost of preparation and printing of the Indenture,
Certificates, Registration Statement and other documents relating to the Trust,
Federal and State registration fees and costs, initial fees of the Trustee, and
legal and auditing expenses will be paid by the Trust and, therefore, will be
borne by Unit Holders as is common for mutual funds. The organizational expenses
will be amortized over the life of the Trust.
++++The Sponsor may offer a program which permits a lower minimum purchase.
</TABLE>
ii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
FEE TABLE
THIS FEE TABLE IS INTENDED TO HELP YOU TO UNDERSTAND THE COSTS AND EXPENSES THAT
YOU WILL BEAR DIRECTLY OR INDIRECTLY. SEE PUBLIC OFFERING OF UNITS AND EXPENSES
AND CHARGES. ALTHOUGH THE TRUST HAS A TERM OF APPROXIMATELY ONE YEAR, AND IS A
UNIT INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED
TO PERMIT A COMPARISON OF FEES, ASSUMING THE PRINCIPAL AMOUNT AND DISTRIBUTIONS
ARE EXCHANGED EACH YEAR INTO A NEW TRUST SUBJECT ONLY TO THE DEFERRED SALES
CHARGE AND TRUST EXPENSES.
<TABLE>
<CAPTION>
AMOUNT PER
$1,000
UNIT HOLDER TRANSACTION EXPENSES INVESTMENT
- --------------------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
Initial Sales Charge Imposed on Purchase (as a percentage of a $1,000 investment)........................ 0.90%(a) $ 9.00
Deferred Sales Charge per Year (as a percentage of a $1,000 investment).................................. 2.00%(b) 20.00
----- ------
Maximum Sales Charge per Year (as a percentage of a $1,000 investment)................................... 2.90% $ 29.00
----- ------
----- ------
Maximum Sales Charge Imposed Per Year on Reinvested Dividends............................................ $ 20.00(c)
</TABLE>
<TABLE>
<S> <C> <C>
ESTIMATED ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fees................................................................... 0.083% $ 0.83
Organizational Expenses(d)....................................................... 0.086 0.86
Portfolio Supervision, Bookkeeping and Administrative Fees....................... 0.025% 0.25
Other Operating Expenses......................................................... -- --
----- ------
Total........................................................................ 0.194% $ 1.94
----- ------
----- ------
</TABLE>
EXAMPLE
<TABLE>
<CAPTION>
CUMULATIVE EXPENSES PAID FOR PERIOD
------------------------------------------
3 5 10
1 YEAR YEARS(E) YEARS(E) YEARS(E)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment,
assuming an estimated operating expense ratio
of 0.194% and a 5% annual return on the investment
throughout the periods................................................................. $ 31 $ 76 $ 124 $ 258
The Example assumes reinvestment of all dividends and distributions and utilizes a 5% annual rate of return as mandated by
Securities and Exchange Commission regulations applicable to mutual funds. For purposes of the Example, the Deferred Sales Charge
imposed on reinvestment of dividends is not reflected until the year following payment of the dividend; the cumulative expenses
would be higher if sales charges on reinvested dividends were reflected in the year of reinvestment. Because the reductions to the
repurchase and cash redemption prices described in footnote (*****) on page (ii) apply only to the secondary market, these
reductions have not been reflected in the figures above. The Example should not be considered a represention of past or future
expenses or annual rate of return; the actual expenses and annual rate of return may be more or less than those assumed for purposes
of the Example.
<FN>
- ------------------------
(a) The Initial Sales Charge is actually the difference between 2.90% and the
Deferred Sales Charge ($20.00 per 100 Units) and would exceed 0.90% if the
Public Offering Price exceeds $1,000 per 100 Units.
(b) The actual fee is $2.00 per month per 100 Units, irrespective of purchase
or redemption price, paid in each of the last 10 months of each
approximately one-year Trust. If a Holder sells Units before all of these
payments have been made, the balance of the Deferred Sales Charge will be
paid from the sales proceeds. If the Unit price exceeds $10 per Unit, the
Deferred Sales Charge will be less than 2.00%; if Unit price is less than
$10 per Unit, the Deferred Sales Charge will exceed 2.00%.
(c) Reinvested dividends will be subject only to the Deferred Sales Charge
remaining at the time of reinvestment which may be more or less than 2.00%
of the Public Offering Price at the time of reinvestment (see "Reinvestment
Program").
(d) The cost of preparation and printing of the Indenture, Certificates,
Registration Statement and other documents relating to the Trust, Federal
and State registration fees and costs, initial fees of the Trustee, and
legal and auditing expenses will be paid by the Trust and, therefore, will
be borne by Unit Holders as is common for mutual funds.
(e) Although each Trust has a term of approximately one year and is a unit
investment trust rather than a mutual fund, this information is presented
to permit a comparison of fees and expenses, assuming the principal amount
and distributions are exchanged each year into a new Trust subject only to
the Deferred Sales Charge.
</TABLE>
iii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION--(continued)
THE TRUST--The Dean Witter Select Equity Trust Select 5 Industrial Portfolio
95-3 (the "Trust") is a unit investment trust composed of publicly-traded common
stocks or contracts to purchase such stocks (the "Securities"). The objectives
of the Trust are to provide income and above-average growth potential through
investment in the five lowest dollar price per share common stocks of the ten
common stocks in the Dow Jones Industrial Average having the highest dividend
yield (the "Select 5") as of the Date of Deposit. The companies represented in
the Trust are some of the most well-known and highly capitalized companies in
America. Many are household names. An investment in approximately equal values
of the Select 5 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 Dow Jones Industrial Average itself. The Select 5 Industrial
Portfolio seeks to achieve a better performance than the Dow Jones Industrial
Average. 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. 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
September 30, 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 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
the Trust on October 15, 1995, January 15, 1996, April 15, 1996, July 15, 1996
and on or about September 30, 1996 to holders of record on October 1, 1995,
January 1, 1996, April 1, 1996, July 1, 1996 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
and less any Deferred Sales Charge then payable or Unit Holders can elect to
reinvest their distributions automatically in Units of a New Series (as defined
below), if offered by the Sponsor, which units will be subject only to a
deferred sales charge (see "Administration of the Trust -- Termination"). 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 value of the underlying Securities next computed
after receipt of a purchase order plus cash on hand in the Trust, divided by the
number of Units outstanding times 100, plus a sales charge of 2.9253% of such
evaluation per 100 Units (the amount invested in Securities); this results in a
sales charge of 2.90% of the Public Offering Price. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See "Public Offering of Units-- Public Offering Price".) The total sales
charge consists of an Initial Sales Charge and a Deferred Sales Charge, the
total of which equals 2.90% of the Public Offering Price or 2.9253% of the
amount invested in Securities. The Initial Sales Charge is computed by deducting
the Deferred Sales Charge ($20.00 per 100 Units) from the aggregate sales
charge; thus, on the date of the Summary of Essential Information, the Initial
Sales Charge is $8.37 per 100 Units or 0.86% of the Public Offering Price. The
Initial Sales Charge paid by a Unit Holder may be more or less than $8.37 per
100 Units based on the fluctuation of the value of the Securities on the date of
purchase. The Initial Sales Charge will vary with changes in the aggregate sales
charge and is deducted from the purchase price of a Unit at the time of purchase
and paid to the Sponsor. The Initial Sales Charge will be reduced on a graduated
basis on purchases of $25,000 or more. The Deferred Sales Charge is paid through
reduction of Trust assets by $2.00 per 100 Units monthly on each Deferred Sales
Charge Payment Date commencing on the first Deferred Sales Charge Payment Date
shown on page (ii) through the sale of Securities on each such date or
distribution of cash available for such payment. Units purchased pursuant to the
Reinvestment Program are subject only to remaining deductions of the Deferred
Sales Charge (see "Reinvestment Program"). If a Unit Holder exchanges, redeems
or sells his Units to the Sponsor prior to the last Deferred Sales Charge
Payment Date, the Unit Holder is obligated to pay any remaining Deferred Sales
Charge.
iv
<PAGE>
MARKET FOR UNITS--The Sponsor, though not obligated to do so, intends to
maintain a market for the Units. If such market is not maintained, a Unit Holder
will be able to dispose of 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. The Sponsor's Repurchase Price, like the Redemption Price, will reflect
the deduction from the value of the underlying Securities of any unpaid amount
of the Deferred Sales Charge. Investors should note that the Deferred Sales
Charge of $2.00 per 100 Units will be deducted from Trust assets on the last
business day of each month commencing on the first Deferred Sales Charge Payment
Date shown on page (ii), and to the extent the entire Deferred Sales Charge has
not been so deducted or paid at the time of repurchase or redemption of the
Units, the remainder will be deducted from the proceeds of sale or redemption or
in calculating an in-kind redemption.
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. There are certain risks of price volatility associated with
investment in common stocks and there is additional risk due to the relative
lack of diversity since the portfolio of the Trust contains only five stocks.
Such concentration may subject the portfolio to greater risk than a portfolio
that is more diversified.
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 fluctuates
between the time the cash is deposited and the time the cash is used to purchase
the Security, Units (including previously issued 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 Trust Portfolio consists of the five lowest
dollar price per share common stocks of the ten common stocks in the Dow Jones
Industrial Average ("DJIA") having the highest dividend yield as of July 18,
1995. Dow Jones and Company Inc. ("Dow Jones") has not participated in any way
in the creation of the Trust or in the selection of the stocks included in the
Trust and has not approved any of the information herein relating thereto. The
yield for each stock was calculated by annualizing the last quarterly ordinary
dividend declared and dividing the annualized dividend 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 the Dow Jones Industrial Average having
the highest dividend yield. The five lowest price per share stocks from among
such ten highest yielding stocks were then selected. The philosophy is simple.
The Trust does 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 DJIA
in one convenient purchase. The Securities were selected irrespective of any buy
or sell recommendation by the Sponsor. Investing in DJIA 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 DJIA 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 July 18, 1995. Subsequent to
July 18, 1995, the Securities may no longer rank among the Select 5, the yields
on the Securities in the portfolio may change or the Securities may no longer be
included in the DJIA. 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 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.
Simple strategies can sometimes be the most effective. To outperform the
market is more difficult than just outperforming other asset classes. The Trust
seeks a higher total return than the DJIA by acquiring the Select 5 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 five, and five distributions to
the investor during the one-year life of the Trust instead of 20. 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.
v
<PAGE>
THE DOW, HISTORICALLY SPEAKING
The first DJIA, consisting of 12 stocks, was published in THE WALL STREET
JOURNAL in 1896. The list grew to 20 stocks in 1916 and to 30 stocks on October
1, 1928. Taking into account a number of names changes, 9 of the original
companies are still in the DJIA today. For two periods of 17 consecutive years
each, there were no changes to the list: March 14, 1939-July 1956 and June 1,
1959-August 6, 1976.
<TABLE>
<CAPTION>
LIST AS OF OCTOBER 1, 1928 CURRENT LIST
- ---------------------------------------- ----------------------------------------
<S> <C>
Allied Chemical Allied Signal
American Can Aluminum Co. of America
American Smelting American Express
American Sugar AT&T
American Tobacco Bethlehem Steel
Atlantic Refining Boeing
Bethlehem Steel Caterpillar
Chrysler Chevron
General Electric Coca-Cola
General Motors Disney, Walt
General Railway Signal Dupont
Goodrich Eastman Kodak
International Harvester Exxon
International Nickle General Electric
Mack Trucks General Motors
Nash Motors Goodyear
North American IBM
Paramount Publix International Paper
Postum, Inc. McDonald's
Radio Corporation of America (RCA) Merck
Sears Roebuck & Company Minnesota Mining
Standard Oil of New Jersey Morgan (J.P.), & Co., Incorporated
Texas Corporation Philip Morris
Texas Gulf Sulphur Procter & Gamble
Union Carbide Sears, Roebuck & Company
United States Steel Texaco
Victor Talking Machine Union Carbide
Westinghouse Electric United Technologies
Woolworth Westinghouse Electric
Wright Aeronautical Woolworth
</TABLE>
The Dow Jones Industrial Average is comprised of 30 common stocks chosen by
the editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components are made entirely by the editors of The Wall
Street Journal without consultation with the companies, the stock exchange or
any official agency. For the sake of continuity, such changes are made rarely.
Most substitutions have been the result of mergers, but from time to time
changes may be made to achieve a better representation. Notwithstanding the
foregoing, Dow Jones expressly reserves the right to change the components of
the Dow Jones Industrial Average at any time for any reason.
vi
<PAGE>
The following tables show the actual performance of (i) the Dow Jones
Industrial Average and (ii) the five lowest dollar price per share stocks of the
ten stocks in such index having the highest dividend yield as of the close of
the last business day in each of the past twenty years as of the date indicated
for each of such years.
<TABLE>
<CAPTION>
DOW JONES INDUSTRIAL AVERAGE(1)
-----------------------------------------------
% CHANGE
YEAR IN DJIA DIVIDEND
ENDED 6/30 FOR YEAR(2) RETURN(3) TOTAL RETURN(4)(5)
- --------------- ------------ ------------- ------------------
<S> <C> <C> <C>
1976 14.08% 4.33% 18.41%
1977 -8.62 4.37 -4.25
1978 -10.62 5.10 -5.52
1979 2.81 6.15 8.96
1980 3.08 6.27 9.35
1981 12.55 6.45 19.00
1982 -16.89 5.72 -11.17
1983 50.50 6.66 57.16
1984 -7.33 4.72 -2.61
1985 17.93 5.43 23.36
1986 41.73 4.89 46.62
1987 27.78 3.66 31.44
1988 -11.45 3.06 -8.39
1989 13.93 4.30 18.23
1990 18.06 4.29 22.35
1991 0.90 3.45 4.35
1992 14.17 3.29 17.46
1993 5.95 3.07 9.02
1994 3.10 2.88 5.98
1995 25.69 3.06 28.75
</TABLE>
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 Dow Jones.
(2) The percentage change in value represents the difference between the
beginning and ending value of the DJIA divided by the value of the DJIA at
the beginning of the year.
(3) The total dividends earned during the year divided by the value of the DJIA
at the beginning of the year.
(4) The change in value of the DJIA plus the dividend return for the year.
(5) Does not reflect sales charges, commissions, expenses or taxes.
vii
<PAGE>
<TABLE>
<CAPTION>
SELECT 5 STRATEGY
--------------------------------------
% CHANGE
YEAR IN VALUE DIVIDEND TOTAL
ENDED 6/30 FOR YEAR(1) RETURN(2) RETURN(3)(4)
- ------------- ------------ ---------- ------------
<S> <C> <C> <C>
1976 18.06% 6.76% 24.82%
1977 10.36 5.92 16.28
1978 -17.77 5.74 -12.03
1979 5.98 7.25 13.23
1980 2.50 7.95 10.45
1981 24.20 8.63 32.83
1982 -4.53 7.21 2.68
1983 46.02 8.09 54.11
1984 2.37 7.21 9.58
1985 25.17 7.35 32.52
1986 7.08 6.09 13.17
1987 47.14 5.93 53.07
1988 -16.38 4.23 -12.15
1989 8.80 9.65 18.45
1990 2.67 5.34 8.01
1991 -4.41 7.47 3.06
1992 13.50 4.41 17.91
1993 18.35 11.38 29.73
1994 9.00 3.89 12.89
1995 26.39 3.62 30.01
</TABLE>
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 five lowest
dollar price per share common stocks of the ten highest yielding stocks (the
"Select 5") in the DJIA as of the close of the last day of the previous
year. The percentage change in value represents the difference between the
beginning and ending value of the Select 5 strategy stocks divided by the
value of such stocks at the beginning of the year.
(2) The total dividends earned on the Select 5 strategy stocks during the year,
including stock dividends, spinoffs, warrants, rights or other special
distributions, divided by the market value of the Select 5 strategy stocks
at the beginning of the year.
(3) The change in value of the Select 5 strategy stocks plus the dividend return
for the year on such stocks.
(4) Does not reflect sales charges, commissions, expenses or taxes.
viii
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN
LISTED ON THE ABOVE CHARTS
- --------------------------------------------------------------
SELECT 5
YEAR DJIA STRATEGY
ENDED 6/30 TOTAL RETURN TOTAL RETURN
- -------------------------------- ------------- -------------
<S> <C> <C>
1976 18.41% 24.82%
1977 -4.25 16.28
1978 -5.52 -12.03
1979 8.96 13.23
1980 9.35 10.45
1981 19.00 32.83
1982 -11.17 2.68
1983 57.16 54.11
1984 -2.61 9.58
1985 23.36 32.52
1986 46.62 13.17
1987 31.44 53.07
1988 -8.39 -12.15
1989 18.23 18.45
1990 22.35 8.01
1991 4.35 3.06
1992 17.46 17.91
1993 9.02 29.73
1994 5.98 12.89
1995 28.75 30.01
------------------ ------------- -------------
Average annual return 13.16 16.70
</TABLE>
The Select 5 Industrial Portfolio seeks to achieve a better performance than
the Dow Jones Industrial Average (DJIA) through investment for about one year in
the Select 5 strategy stocks. In most instances in the last 20 years, a strategy
of investing in approximately equal values of these stocks each year would have
yielded a higher total return than an investment in all the stocks which make up
the DJIA.
The average annual return reflects a rate of growth per year (assuming
reinvestment of all dividends at the end of each period) that the DJIA and the
Select 5 strategy would have provided over the above 20 year period. 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 the Portfolio. Such
returns do not reflect sales charges, commissions, expenses or taxes. As
indicated in the above tables, the Select 5 strategy underperformed the DJIA in
certain years and there can be no assurance that the portfolio of the Trust will
outperform the DJIA over the life of the Trust.
--PORTFOLIO CHARACTERISTICS. The Portfolio of the Trust consists of five
issues of Securities, all of which are common stocks, issued by companies in the
categories set forth below:
<TABLE>
<CAPTION>
PERCENTAGE OF
PORTFOLIO AGGREGATE MARKET VALUE
CATEGORIES OF ISSUER NUMBERS OF TRUST PORTFOLIO
- ---------------------------------------------------------- --------------- -----------------------
<S> <C> <C>
Integrated Petroleum 1 20.03 %
Photographic Equipment 2 19.87
Aircraft Engines, Power Systems 3 20.00
Consumer, Chemical, Health Products 4 19.99
Merchandising, Retailing 5 20.11
</TABLE>
On the Date of Deposit, the aggregate market value of the Securities in the
Trust was $242,450.75.
PERFORMANCE INFORMATION--Information on the performance of the Trust, one or
more Select 5 series and series whose portfolios consist of the ten highest
dividend yielding stocks of the stocks in the DJIA and the Select 5 stock
strategy 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. Average annualized returns may also be shown for
consecutive series of the same Select 5 Industrial Portfolio cycle. Information
on the performance of the Select 5 stocks contained in this Prospectus, as
further updated, may also be included from time to time in such material.
Performance of individual Select 5 Portfolios may also be shown along with
performance of the other portfolios for comparable (though not necessarily
identical) periods and on a combined basis. Total return is computed by dividing
share price changes plus dividends reinvested at the end of each year by initial
share prices, but does not reflect commissions, taxes or portfolio sales charges
or expenses, which would decrease the return. Average annualized return figures
of a portfolio would reflect deduction of the maximum sales charge. Material
reflecting annual performance of a hypothetical investment in the Select 5 stock
strategy does not reflect commissions, taxes, sales charges or expenses. No
provision is made for any income taxes payable. Past performance cannot
guarantee future results.
ix
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
We have audited the accompanying statement of financial condition and
schedule of portfolio securities of the Dean Witter Select Equity Trust Select 5
Industrial Portfolio 95-3 as of July 18, 1995. These financial statements are
the responsibility of the Trustee (see note (f) to the statement of financial
condition). 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 July 18, 1995, by correspondence with United States
Trust Company 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 5
Industrial Portfolio 95-3 as of July 18, 1995 in conformity with generally
accepted accounting principles.
DELOITTE & TOUCHE LLP
July 18, 1995
New York, New York
x
<PAGE>
STATEMENT OF FINANCIAL CONDITION
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
DATE OF DEPOSIT, JULY 18, 1995
<TABLE>
<S> <C>
TRUST PROPERTY
Sponsor's Contracts to purchase
underlying Securities backed by an
irrevocable letter of credit (a)... $242,450.75
Organizational costs (b)............ 107,000.00
-----------
Total............................. $349,450.75
-----------
-----------
LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities--
Payment of deferred portion of
sales charge (c).................. $ 5,000.00
Accrued liability (b)............. 107,000.00
-----------
Subtotal.......................... $112,000.00
-----------
Interest of Unit Holders--
Units of fractional undivided
interest outstanding:
Cost to investors (d)............. $244,543.50
Gross underwriting commissions (e)
.................................. (7,092.75)
-----------
Net amount applicable to
investors.......................... 237,450.75
-----------
Total............................. $349,450.75
-----------
-----------
<FN>
(a) The aggregate value of the Securities represented by Contracts to Purchase
listed under "Schedule of Portfolio Securities" 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 issued by Banque Nationale De
Paris, New York Branch, in the amount of $300,000.00 has been deposited
with the Trustee.
(b) Organizational costs borne by the Trust have been deferred and will be
amortized over the life of the Trust. Organizational costs have been
estimated based on a Trust with projected total assets of $125 million. To
the extent the assets of the Trust are fewer or greater, the estimate may
vary.
(c) Represents the aggregate amount of mandatory distributions of $2.00 per 100
Units per month payable on the last business day of each month from
September 29, 1995 through June 28, 1996. Distributions will be made to an
account maintained by the Trustee from which the Unit Holders' Deferred
Sales Charge obligation to the Sponsor will be satisfied. If Units are
redeemed prior to June 28, 1996, the remaining portion of the distribution
applicable to such Units will be transferred to such account on the
redemption date.
(d) 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 Date of Deposit.
(e) The aggregate sales charge of 2.90% of the Public Offering Price per 100
Units is computed on the basis set forth under "Public Offering of
Units--Public Offering Price".
(f) The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of the
Trust and is responsible for establishing and maintaining a system of
internal controls directly related to, and designed to provide reasonable
assurance as to the integrity and reliability of, financial reporting of
the Trust. The Trustee is also responsible for all estimates and accruals
reflected in the Trust's financial statements. The Trustee determines the
price for each underlying Security included in the Trust's Schedule of
Portfolio Securities on the basis set forth in "Public Offering of
Units--Public Offering Price". Under the Securities Act of 1933, as amended
(the "Act"), the Sponsor is deemed to be an issuer of the Trust's Units. As
such, the Sponsor has the responsibility of an issuer under the Act with
respect to financial statements of the Trust included in the Registration
Statement under the Act and amendments thereto.
</TABLE>
xi
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
ON DATE OF DEPOSIT, JULY 18, 1995
<TABLE>
<CAPTION>
CURRENT PROPORTIONATE
ANNUAL RELATIONSHIP PERCENTAGE OF PRICE PER COST OF
PORTFOLIO DIVIDEND PER NUMBER OF BETWEEN NO. OF AGGREGATE MARKET SHARE TO SECURITIES
NO. NAME OF ISSUER SHARE (1) SHARES SHARES VALUE OF TRUST TRUST TO TRUST(2)(3)
---------- ------------------------- ------------- ---------- --------------- ---------------- ------------- --------------
<C> <S> <C> <C> <C> <C> <C> <C>
1. Chevron Corp. ........... $ 1.85 1,004 20.48% 20.03% $ 48.375 $ 48,568.50
2. Eastman Kodak Co. ....... 1.60 820 16.72 19.87 58.750 48,175.00
3. General Electric Co. .... 1.64 820 16.72 20.00 59.125 48,482.50
4. Minnesota Mining and
Manufacturing Co. ..... 1.88 825 16.83 19.99 58.750 48,468.75
5. Sears, Roebuck & Co. .... 0.92 1,434 29.25 20.11 34.000 48,756.00
----- --------------
4,903 $ 242,450.75
----- --------------
----- --------------
<FN>
- ------------------------
(1) Based on the latest quarterly or semiannual declaration. 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 July 18, 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 New York Stock Exchange on July 18, 1995. The aggregate purchase
price to the Sponsor for the Securities deposited in the Trust is
$242,450.75.
(3) The Sponsor had no profit or loss on the Date of Deposit.
</TABLE>
The Sponsor may have acted as an underwriter, manager or co-manager of a
public offering of the securities of the above issuers in the Trust during the
last three years. Affiliates of the Sponsor may serve as specialists in the
Securities in this Trust on one or more stock exchanges and may have a long or
short position in any of these stocks or in options on any of these stocks, and
may be on the opposite side of public orders executed on the floor of an
exchange where the Securities are listed. An officer, director or employee of
the Sponsor may be an officer or director of one or more of the issuers of the
Securities in the Trust. The Sponsor may trade for its own account as an odd-lot
dealer, market maker, block positioner and/or arbitrageur in any of the
Securities or options relating thereto. The Sponsor, its affiliates, directors,
elected officers and employee benefits programs may have either a long or short
position in any Security or option relating thereto.
xii
<PAGE>
OFFERING FEATURES
Dean Witter Select Equity Trust
Select 5 Industrial Portfolio 95-3
- ----------------------------------------------
AN OPPORTUNITY TO INVEST FOR INCOME AND ABOVE-AVERAGE GROWTH POTENTIAL
- -------------------------------------------------------------
- PORTFOLIO SELECTION -- Investment in the five lowest dollar price per
share stocks of the 10 common stocks in the Dow Jones Industrial Average
having the highest dividend yield (as of July 18, 1995) offers an
opportunity to earn income with above-average growth potential in the next
year.*
- REINVESTMENT OPTION -- Investors may elect to have distributions
automatically reinvested in additional units of the Trust subject to the
then remaining deferred sales charge.
- LOW MINIMUM INVESTMENT -- The 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 -- The Sponsor intends to maintain a secondary market where
you can sell units at the then-current market value without a fee or
penalty other than the payment of any deferred sales charge then due.
* Dow Jones and Company Inc. has not participated in any way in the creation of
the Trust or in the selection of the stocks included in the Trust and has not
approved any information included in the Prospectus relating thereto.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
INVEST IN THE 5 LOWEST DOLLAR PRICE PER SHARE
STOCKS OF THE 10 HIGHEST YIELDING STOCKS
IN THE DOW JONES INDUSTRIAL AVERAGE FOR
AS LITTLE AS $1,000.
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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.
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PORTFOLIO SELECTION
The Select 5 Industrial Portfolio consists of the 5 lowest dollar price
per share stocks of the 10 common stocks in the Dow Jones Industrial
Average having the highest dividend yield as of July 18, 1995. The Trust
is specifically designed for investors seeking income and above-average
growth potential. Because the 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 the 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. Since
the portfolio consists of five stocks, the portfolio may be subject to
greater volatility than a more diversified portfolio.
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REINVESTMENT OPTION
Investors may elect to have distributions automatically reinvested in
additional units of the Trust subject to the then remaining deferred
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 of $25,000.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
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FLEXIBILITY THROUGH EXCHANGE PRIVILEGES
Investors may elect, at any time, to exchange or rollover these units for
units of another Dean Witter Select Trust at a sales charge less than the
sales charge that a new investor would pay.
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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 the Trust's termination.
- --------------------------------------------------------------------------------
EASY LIQUIDITY
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 other than any deferred
sales charge then payable. The price you receive will reflect market
conditions and could be more or less than the price originally paid.
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RETIREMENT ACCOUNTS
This 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.
- --------------------------------------------------------------------------------
EASE OF OWNERSHIP
The usual chores associated with individual ownership of stocks--keeping
records, safekeeping of certificates, and more--are eliminated through a
single investment in the Trust. You will receive year-end information
from the Trustee, including Federal income tax information.
The Offering Features are a part of the prospectus and should be read in
conjunction
with the entire prospectus.
<PAGE>
PROSPECTUS PART B
DEAN WITTER SELECT EQUITY TRUST
INTRODUCTION
This series of the Dean Witter Select Equity Trust (the "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 United States Trust Company 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 the 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 and the
prices of equity securities in general and the Securities in particular.
On the date of creation of the Trust (the "Date of Deposit"), the Sponsor
deposited with the Trustee certain securities and contracts and funds
(represented by irrevocable letter(s) of credit issued by major commercial
bank(s)) for the purchase of such securities (collectively, the "Securities") at
prices equal to the market value of such Securities as determined by the Trustee
as of the Date of Deposit 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 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 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, price 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.
- ------------------------
* 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>
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 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
fluctuates between the time the cash is deposited and the time the cash is used
to purchase the Security, Units (including previously issued Units) may
represent more or less of that Security and more or less of other Securities in
the Portfolio of the Trust. Units will remain outstanding until redeemed upon
tender to the Trustee by any Unit Holder (which may include the Sponsor) or
until the termination of the Trust pursuant to the Indenture and Agreement.
THE TRUST
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".
On each Deferred Sales Charge Payment Date Securities will be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor. As Securities are sold to pay
the Deferred Sales Charge a Unit Holder's assets will be reduced and income per
Unit may be reduced.
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 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
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<PAGE>
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.
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
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 an amount
equal to such Unit Holder's pro rata portion of the amount of dividend income
received by the Trust and proceeds of the sale of 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
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 for each asset represented by the Holder's
Units by allocating the total cost for such Units (including the Initial
Sales Charge) 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. The proceeds received by a Unit Holder upon
termination of the Trust or redemption of Units will reflect the actual
amounts paid to them, net of the Deferred Sales Charge. The relevant tax
reporting forms sent to Unit Holders will reflect the actual amounts paid to
them, net of the Deferred Sales Charge. Accordingly, Unit Holders should not
increase the total cost for their Units by the amount of the Deferred Sales
Charge.
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. In the case of a corporate Unit Holder, such
dividends will qualify for the 70% dividends received deduction for
corporations to the same extent as though the dividend paying stock were
held directly by the corporate Unit Holder. An individual Unit Holder who
itemizes deductions will be entitled to an itemized deduction for the
Holder's pro rata share of fees and
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<PAGE>
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 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.
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.
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 except that upon
reinvestment of proceeds in a New Series the Internal Revenue Service may seek
to disallow such loss to the extent that the underlying securities in each trust
are substantially identical and the purchase of units of the New Series takes
place less than thirty-one days after the sale of the underlying Security. Under
the Code, net capital gain (i.e., the excess of net long-term capital gain over
net short-term capital loss) of individuals, estates and trusts is subject to a
maximum nominal tax rate of 28%. Such net capital gain may, however, result in a
disallowance of itemized deductions and/or affect a personal exemption
phase-out.
Each Unit Holder should consult his, her or its tax advisor with respect to
the application of the above general information to his, her or its 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.
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
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<PAGE>
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 market value of the Portfolio Securities (as
determined by the Trustee) next computed after receipt of a purchase order,
divided by the number of Units outstanding, the sales charge shown in "Summary
of Essential Information". Commissions and any other transactional costs, if
any, incurred by the Sponsor in connection with the deposit of additional
Securities or contracts to purchase additional Securities for the creation of
Additional Units will be added to the Public Offering Price. 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 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 and the amount of certain accrued fees and
expenses.
As more fully described in the Indenture, the aggregate market value of the
Securities is determined on each business day by the Trustee based on closing
prices on the day the valuation is made or, if there are no such reported
prices, by taking into account the same factors referred to under
"Redemption--Computation of Redemption Price". Determinations are effective for
transactions effected subsequent to the last preceding determination.
The sales charge consists of an Initial Sales Charge and a Deferred Sales
Charge. The Initial Sales Charge is computed by deducting the Deferred Sales
Charge ($20.00 per 100 Units) from the aggregate sales charge. The Initial Sales
Charge paid by a Unit Holder may be more or less than the Initial Sales Charge
on the Date of Deposit based on the fluctuation of the value of the Securities
on the date of purchase. The Initial Sales Charge is deducted from the purchase
price at the time of purchase. The Deferred Sales Charge will initially be
$20.00 per 100 Units but will be reduced each month by one tenth; the Deferred
Sales Charge will be paid through monthly payments of $2.00 per 100 Units per
month commencing on the first Deferred Sales Charge Payment Date as shown on
page (ii) through the sale of Securities on each such date or distribution of
cash available for such payment. To the extent the entire Deferred Sales Charge
has not been so paid at the time of repurchase, redemption or exchange of the
Units, any unpaid amount will be deducted from the proceeds or in calculating an
in kind distribution. For purchases of Units with a value of $25,000 or more,
the Initial Sales Charge is reduced on a graduated basis as shown below under
"Volume Discount". Units purchased pursuant to the Reinvestment Program are
subject only to any remaining Deferred Sales Charge payments (see "Reinvestment
Program").
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 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 Units
from Unit Holders at the Sponsor's Repurchase Price. The Sponsor's Repurchase
Price is computed by adding to the aggregate value of the Securities in the
Trust, any cash on hand in the Trust including dividends receivable on stocks
trading ex-dividend (other than money required to redeem tendered Units and cash
deposited by the Sponsor to
5
<PAGE>
purchase Securities or cash held in the Reserve Account) and deducting therefrom
expenses of the Trustee, Sponsor, counsel and taxes, if any, any remaining
unpaid portion of the Deferred Sales Charge and cash held for distribution to
Unit Holders of record as of a date on or prior to the evaluation; and then
dividing the resulting sum by the number of Units outstanding, as of the date of
such computation. In addition, after the initial offering period, the Sponsor's
Repurchase Price will be reduced to reflect the Trust's estimated costs of
liquidating the Securities to meet redemption requests. There is no sales charge
incurred when a Unit Holder sells Units back to the Sponsor other than the
payment of the unpaid portion of the Deferred Sales Charge. 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
prices of the Securities in the Trust and thus in the Public Offering Price of
Units received by the Sponsor. Cash, if any, received by the Sponsor from the
Unit Holders prior to the settlement date for purchase of Units or prior to the
payment for Securities upon their delivery may be used in the Sponsor's business
and may be of benefit to the Sponsor.
The Sponsor may also realize profits (or sustain losses) while maintaining a
secondary market in the Units, in the amount of any difference between the
prices at which the Sponsor buys Units and the prices at which the Sponsor
resells such Units (such prices include a sales charge) or the prices at which
the Sponsor redeems such Units, as the case may be.
VOLUME DISCOUNT
Although under no obligation to do so, the Sponsor intends to permit volume
purchasers of Units to purchase Units at a reduced sales charge. The Sponsor may
at any time change the amount by which the sales charge is reduced, or may
discontinue the discount altogether.
The sales charge of 2.90% of the Public Offering Price will be reduced
pursuant to the following graduated scale for sales to any person of at least
$25,000 during the Initial Offering Period but shall not be less than the
Deferred Sales Charge. The sales charge in the secondary market, which will be
reduced pursuant to the following graduated scale, consists of an Initial Sales
Charge and the remaining portions of the Deferred Sales Charge. The reductions
indicated will be applied to the Initial Sales Charge.
<TABLE>
<CAPTION>
SALES CHARGE
----------------------------------------------------------------------
PERCENT OF DOLLAR AMOUNT
PERCENT OF THE AMOUNT INVESTED DEFERRED PER 100
PUBLIC OFFERING PRICE IN SECURITIES UNITS
---------------------- --------------------- ---------------------
<S> <C> <C> <C>
Less than $25,000....................... 2.90% 2.9253% $ 20.00
$25,000 to $49,999...................... 2.75 2.7696 20.00
$50,000 to $99,999...................... 2.50 2.5108 20.00
$100,000 to $249,999.................... 2.25 2.2541 20.00
$250,000 or more........................ * * 20.00
- ------------------------
*Deferred Sales Charge only.
</TABLE>
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.
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.
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<PAGE>
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 other than
the payment of any Deferred Sales Charge then due.
On the third business day following the tender to the Trustee of
Certificates representing Units to be redeemed the Unit Holder will be entitled
to receive monies per Unit equal to the Redemption Price per Unit as determined
by the Trustee as of the Evaluation Time on the date of tender.
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 next following Record Date.
Securities to be sold for purposes of redeeming Units will be selected from
a list supplied by the Sponsor. If not so instructed by the Sponsor, the Trustee
will select the Securities to be sold so as to maintain, as closely as
practicable, the proportionate relationship between the number of shares of each
Security in the Trust.
COMPUTATION OF REDEMPTION PRICE
The Trust Evaluation per Unit is determined as of the Evaluation Time stated
under "Summary of Essential Information" above and (a) semiannually, on the last
Business Day of each of the months of June and December, (b) on the day on which
any Unit of the Trust is tendered for redemption (unless tender is made after
the Evaluation Time on such day, in which case Tender shall be deemed to have
been made on the next day subsequent thereto on which the New York Stock
Exchange is open for trading) and (c) on any other Business Day desired by the
Sponsor or the Trustee, (1) by adding:
a. The aggregate value of Securities in the Trust, as determined by the
Trustee;
b. Cash on hand in the Trust, including dividends receivable on stocks
trading ex-dividend, other than money deposited to purchase Securities or
money credited to the Reserve Account;
c. All other assets of the Trust.
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<PAGE>
(2) and then, by deducting from the resulting figure: amounts representing
any applicable taxes or governmental charges payable by the Trust for the
purpose of making an addition to the reserve account (as defined in the
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, any remaining
unpaid portion of the Deferred Sales Charge 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.
In addition, after the initial offering period, the Redemption Price will be
reduced to reflect the Trust's estimated costs of liquidating the Securities to
meet the redemption.
The aggregate value of the Securities shall be determined by the Trustee in
good faith in the following manner: If the Securities are listed on one or more
national securities exchanges, such valuation shall be based on the closing
price on such Exchange which is the principal market thereof deemed to be the
New York Stock Exchange if the Securities are listed thereon (unless the Trustee
deems such price inappropriate as a basis for valuation). If the Securities are
not so listed, or, if so listed and the principal market therefor is other than
such exchange or there is no closing price on such exchange, such valuation
shall be based on the closing price in the over-the-counter market (unless the
Trustee deems such price inappropriate as a basis for valuation) or if there is
no such closing price, by any of the following methods which the Trustee deems
appropriate: (i) on the basis of current bid prices of such Securities as
obtained from investment dealers or brokers (including the Depositor) who
customarily deal in securities comparable to those held by the Trust, or (ii) if
bid prices are not available for any of such Securities, on the basis of bid
prices for comparable securities, or (iii) by appraisal of the value of the
Securities on the bid side of the market or by such other appraisal as is deemed
appropriate, or (iv) by any combination of the above.
POSTPONEMENT OF REDEMPTION
The right of redemption may be suspended and payment of the Redemption Price
per Unit postponed for more than seven calendar days following a tender of Units
for redemption (i) for any period during which the New York Stock Exchange, Inc.
is closed, other than for customary weekend and holiday closings, or (ii) for
any period during which, as determined by the Securities and Exchange
Commission, either trading on the New York Stock Exchange, Inc. is restricted or
an emergency exists as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or (iii) for such other periods as the
Securities and Exchange Commission may by order permit. The Trustee is not
liable to any person or in any way for any loss or damage that may result from
any such suspension or postponement.
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 an exchange is implemented by a sale of Units and a
purchase of the units of an Exchange Trust. 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. Sixty days notice will be
given prior to the date of the termination of or a material amendment to the
Exchange Option except that no notice need be given in certain circumstances
approved by the Securities and Exchange Commission. 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.
8
<PAGE>
An exchange of Units pursuant to the Exchange Option will constitute a
"taxable event" under the Code, i.e., a Holder will recognize a gain or loss at
the time of exchange, except that, 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 securities in each Trust
are substantially identical and the purchase of the units of an Exchange Trust
takes place less than thirty-one days after the sale of the Units. In order to
avoid the potential disallowance of losses for tax purposes, a Unit Holder may
notify the Sponsor that the Unit Holder desires to purchase units of the
Exchange Trust on the thirty-first day after the day of the sale of the Units
exchanged. The proceeds of the Units surrendered will be deposited in the Unit
Holder's brokerage account at the Sponsor and may be withdrawn at any time. Cash
from the account will be utilized to purchase units of the Exchange Trust on the
thirty-first day after the day of sale of the Units exchanged in accordance with
the procedures set forth above. A Unit Holder may revoke the order to purchase
at any time prior to the purchase on the thirty-first day by calling his
financial advisor. Units will be purchased at a price based upon the net asset
value per unit plus the applicable sales charge of 2.0%. However, there can be
no assurance that a market for units will exist on such date or that units will
be available for purchase on such date. If units are unavailable, the Sponsor
may acquire units in the secondary market or create units as soon as possible
thereafter, which units will be sold by the Sponsor based on the net asset value
on the date of purchase of the units plus the applicable sales charge of 2.0%.
The order does not create a contract or option to acquire units. If units are
not held in the Sponsor's inventory on the 31st day or if the Sponsor does not
create additional units or is unable to acquire units in the secondary market,
units of the Exchange Trust will not be purchased and the cash will remain in
the Unit Holder's account. 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. Upon the
exchange of Units of the Trust, any Deferred Sales Charge balance will be
deducted from the exchange proceeds. 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. If the Exchange Trust is a series of Dean Witter
Select Equity Trust, Select 10 Industrial Portfolio Series or Select 5
Industrial Portfolio Series the applicable sales charge on such Trust will be
the Deferred Sales Charge of such Trust which may be more or less than 2.0% of
the Public Offering Price.
REINVESTMENT PROGRAM
Unit Holders may elect to have the distributions with respect to their Units
automatically reinvested in additional Units of the Trust subject only to any
remaining portions of the Deferred Sales Charge. (Reinvestment Units are not
subject to the Initial 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 Program may be terminated at any time without
notice. 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.
9
<PAGE>
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
EXPENSES
All or a portion of the organizational expenses and charges incurred in
connection with the establishment of the Trust including the cost of the
preparation, printing and execution of the Indenture, Registration Statement and
other documents relating to the Trust, Federal and State registration fees and
costs, the initial fees and expenses of the Trustee and legal and auditing
expenses will be paid by the Trust and amortized over the life of the Trust.
Historically, the costs of establishing unit investment trusts have been borne
by a trust's sponsor. Advertising and selling expenses will be paid by the
Sponsor at no cost to the Trust.
FEES
The Sponsor's fee, earned for portfolio supervisory services, is based upon
the largest number of Units outstanding during the computation period. The
Sponsor's fee 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, the Trustee's fees and the Trust expenses 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
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<PAGE>
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 114 West 47th Street, New York, New York
10036. These records and accounts will be available for inspection by Unit
Holders at reasonable times during normal business hours. The Trustee will
additionally keep on file for inspection by Unit Holders an executed copy of the
Indenture and Agreement together with a current list of the Securities then held
in the Trust. In connection with the storage and handling of certain Securities
deposited in the Trust, the Trustee is authorized to use the services of
Depository Trust Company. These services would include safekeeping of the
Securities, coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
DISTRIBUTION
Dividends payable to the Trust as a holder of record of its Securities are
credited by the Trustee to an Income Account, as of the date on which the Trust
is entitled to receive such dividends. Other receipts, including return of
investment and gain and amounts received upon the sale, pursuant to the
Indenture and Agreement, of rights to purchase other Securities distributed in
respect of the Securities in the Portfolio, are credited to a Principal Account.
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. 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. 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.
On each Deferred Sales Charge Payment Date Securities may be sold pro rata
in an amount equal to $2.00 per 100 Units to pay the Deferred Sales Charge and
the proceeds will be distributed to the Sponsor.
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
11
<PAGE>
or payment of dividends, or the occurrence of other market or credit factors
that in the opinion of the Sponsor would make the retention of such Securities
in the Trust detrimental to the interests of the Unit Holders. The Sponsor will
direct the Trustee to sell Securities to pay portions of the Deferred Sales
Charge. 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 (including the sale of any Securities to pay
portions of the Deferred Sales Charge), 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 deductions of portions of the Deferred Sales Charge;
(e) the amounts distributed from the Income Account;
(f) any other amount credited or deducted from the Income Account;
and
(g) 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.
12
<PAGE>
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 distribution options: (1) cash
distributions; (2) distributions "in kind" available only to any Unit Holder
owning at least 2,500 Units; or (3) to invest the distributions attributable to
the Unit Holder in units of a subsequent series of the Dean Witter Select Equity
Trust as designated by the Sponsor (the "New Series") if such New Series is
offered at such time (the "Rollover Option"). 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.
THE ROLLOVER OPTION. A Unit Holder may elect to invest the distributions
attributable to the Unit Holder in units of a New Series subject only to the
deferred sales charge of the New Series. It is expected that the terms of the
New Series will be substantially the same as the terms of the Trust described in
this Prospectus, and that similar options in a subsequent series of the Trust
will occur in each New Series of the Trust approximately one year after that New
Series' creation. The availability of this option does not constitute a
solicitation of an offer to purchase Units of a New Series or any other
security. A Unit Holder's election to participate in this option will be treated
as an indication of interest only. At any time prior to the purchase by the Unit
Holder of units of a New Series, such Unit Holder may change his investment
strategy and receive, in cash, the proceeds of the sale of the Securities.
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
13
<PAGE>
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.
Section 17(a) of the Investment Company Act of 1940 restricts purchases and
sales between affiliates of registered investment companies and those companies.
Pursuant to a recent exemptive order, each terminating Select 5 Industrial
Portfolio Series can sell securities to the next Series if those securities
continue to meet the Select 5 Strategy by remaining among the ten highest
dividend-yielding securities. The exemption will enable each Series to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the securities are
principally traded, as certified and confirmed by the Trustee of each Series.
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 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 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 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 (i)
that a material deterioration in the creditworthiness of the Trustee or (ii) one
or more negligent acts on the part of the Trustee having a materially adverse
effect has occurred such that replacement of the Trustee is in the best interest
of the Unit Holders 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,
14
<PAGE>
the Chicago Mercantile Exchange, the Commodity Exchange Inc., and other major
commodities exchanges. Dean Witter is currently servicing its clients through a
network of approximately 375 domestic and international offices with
approximately 7,500 account executives servicing individual and institutional
client accounts.
TRUSTEE
The Trustee is United States Trust Company of New York, with its principal
place of business at 114 West 47th Street, New York, New York 10036 and a unit
investment trust office at 770 Broadway, New York, New York 10003. United States
Trust Company has, since its establishment in 1853, engaged primarily in the
management of trust and agency accounts for individuals and corporations. The
Trustee 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. In connection with the storage and handling of
certain Securities deposited in the Trust the Trustee may use the services of
The Depository Trust Company. These services may include safekeeping of the
Securities and coupon-clipping, computer book-entry transfer and institutional
delivery services. The Depository Trust Company is a limited purpose trust
company organized under the Banking Law of the State of New York, a member of
the Federal Reserve System and a clearing agency registered under the Securities
Exchange Act of 1934.
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.
15
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
16
<PAGE>
- ----------------------------------- Sponsor: -----------------------------------
(DEAN WITTER REYNOLDS INC. LOGO)
Two World Trade Center - New York, New York 10048
- --------------------------------------------------------------------------------
37272
<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 LLP
The following Exhibits:
***EX-3(i) Certificate of Incorporation of Dean Witter
Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement, dated
January 22, 1991.
**EX-4.2 Reference Trust Agreement dated July 18,
1995.
**EX-4.3 Amendment dated July 18, 1995 to Trust
Indenture and Agreement dated January 22,
1991.
**EX-5 Opinion of counsel as to the legality of the
securities being registered.
<PAGE>
**EX-23.1 Consent of Independent Auditors.
EX-23.2 Consent of Cahill Gordon & Reindel (included
in Exhibit 5).
**EX-27 Financial Data Schedule.
EX-99 Information as to Officers and Directors of
Dean Witter Reynolds Inc. is incorporated by
reference to Schedules A and D of Form BD
filed by Dean Witter Reynolds Inc. pursuant
to Rules 15b1-1 and 15b3-1 under the
Securities Exchange Act of 1934 (1934 Act
File No. 8-14172).
_____________
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Equity
Investment Trust, Selected Opportunity Series 4,
Registration No. 33-35347.
** 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 Nos. 33-38086
and 33-37629, respectively.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Dean Witter Select Equity Trust, Select 5 Industrial Portfolio 95-3
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, all in the City of
New York and State of New York on the 18th day of July, 1995.
DEAN WITTER SELECT EQUITY TRUST,
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
(Registrant)
By: Dean Witter Reynolds Inc.
(Depositor)
Michael D. Browne
Michael D. Browne
Authorized Signatory
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed on behalf of Dean
Witter Reynolds Inc., the Depositor by the following person in the following
capacities and by the following persons who constitute a majority of the
Depositor's Board of Directors in the City of New York, and State of New York,
on this 18th day of July, 1995.
DEAN WITTER REYNOLDS INC.
Name Office
_______ ________
Philip J. Purcell Chairman & Chief
Executive Officer
and Director*
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*
By:
Michael D. Browne
Michael D. Browne
Attorney-in-fact*
_____________________
* Executed copies of the Powers of Attorney have been filed
with the Securities and Exchange Commission in connection
with the Registration Statement on Form S-6 for Dean Witter
Select Equity Trust, Select 10 International Series 95-1,
File No. 33-56389.
<PAGE>
Exhibit Index
To
Form S-6
Registration Statement
Under the Securities Act of 1933
EXHIBIT NO. TITLE OF DOCUMENT
- ----------- -----------------
***EX-3(i) Certificate of Incorporation
of Dean Witter Reynolds Inc.
***EX-3(ii) By-Laws of Dean Witter
Reynolds Inc.
*EX-4.1 Trust Indenture and Agreement,
dated January 22, 1991.
**EX-4.2 Reference Trust Agreement
dated July 18, 1995.
**EX-4.3 Amendment dated July 18, 1995
to Trust Indenture and
Agreement dated Janaury 22,
1991.
**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-27 Financial Data Schedule.
________________________
* Incorporated by reference to exhibit of same designation
filed with the Securities and Exchange Commission as an
exhibit to the Registration Statement of Sears Equity
Investment Trust, Selected Opportunity Series 4,
Registration No. 33-35347.
** 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 Nos. 33-38086
and 33-37629, respectively.
<PAGE>
EX-99 Information as to Officers and
Directors of Dean Witter
Reynolds Inc. is incorporated
by reference to Schedules A
and D of Form BD filed by Dean
Witter Reynolds Inc. pursuant
to Rules 15b1-1 and 15b3-1
under the Securities Exchange
Act of 1934 (1934 Act File No.
8-14172).
<PAGE>
Exhibit 4.2
<PAGE>
DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 95-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 18, 1995 between DEAN
WITTER REYNOLDS INC., as Depositor, and United States Trust Company of New York,
as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Sears Equity Investment Trust,
Trust Indenture and Agreement" dated January 22, 1991, as amended (the "Basic
Agreement"). 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 and the Trustee 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 is denominated Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 95-3 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are to be
deposited in trust under this Indenture.
<PAGE>
-2-
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 25,000 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for
the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean September 3,
1996.
G. The term "Record Dates" shall mean October 1, 1995,
January 1, 1996, April 1, 1996, July 1, 1996 and September 16, 1996,
and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean October 15, 1995,
January 15, 1996, April 15, 1996, July 15, 1996 and September 30, 1996,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean September 16, 1996.
J. For purposes of this Series -- Dean Witter Select Equity
Trust, Select 5 Industrial Portfolio 95-3 -- the form of Certificate 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 $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $0.80 per 100 Units.
M. For a Unit Holder to receive "in-kind" distribution, such Unit
Holder must tender at least 2,500 Units for redemption, either during the life
of the Trust, or at its termination.
(Signatures and acknowledgments on separate pages)
<PAGE>
-3-
The Schedule of Portfolio Securities in the prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.
<PAGE>
Exhibit 4.3
<PAGE>
Dean Witter Select Equity Trust
Amendment to
Trust Indenture and Agreement
________________________________
AMENDMENT, dated July 18, 1995, to the Trust Indenture and Agreement
for the Dean Witter Select Equity Trust, between Dean Witter Reynolds Inc., as
Depositor, and United States Trust Company of New York, as Trustee, dated
January 22, 1991, as amended (the "Agreement"),
WITNESSETH that
WHEREAS, all conditions and requirements necessary to make this
Amendment a valid instrument that is legally binding on the parties hereto and
the Certificate holders have been satisfied;
NOW, THEREFORE, the parties hereto agree as follows:
A. Section 1.01 is amended to add the following definition: (9)
"Deferred Sales Charge" shall mean any deferred sales charge payable in
accordance with the provisions of Section 3.15 hereof, as set forth in the
prospectus for a Trust. Definitions following this definition (9) shall be
renumbered.
B. The first sentence of Section 2.01 is amended to add the
following language at the end of such sentence: "and/or cash (or a letter
of credit in lieu of cash) with written instructions to the Trustee to
purchase one or more of such Securities which cash (or cash in an amount
equal to the face amount of the letter of credit), to the extent not used
by the Trustee to purchase such Securities within the 90-day period
following the first deposit of Securities in the Trust, shall be
distributed to Unit Holders on the Distribution Date next following such
90-day period or such earlier date as the Depositor and the Trustee
determine".
C. The first sentence of Section 2.06 is amended to add the
following language after "Securities"))": "and/or cash (or a letter of
credit in lieu of cash) with instructions to the Trustee to purchase one
or more Additional Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the
<PAGE>
-2-
extent not used by the Trustee to purchase such Additional Securities
within the 90-day period following the first deposit of Securities in the
Trust, shall be distributed to Unit Holders on the Distribution Date next
following such 90-day period or such earlier date as the Depositor and the
Trustee determine".
D. Article III, entitled "Administration of Trust", Section 3.01
Initial Cost shall be amended as follows:
(i) the first part of the first sentence of Section 3.01
Initial Cost shall be amended to substitute the following language
before the phrase "PROVIDED, HOWEVER":
"With respect to the Trust, the cost of the preparation,
printing and execution of the Certificates, Indenture,
Registration Statement and other documents relating to the
Trust, Federal and State registration fees and costs, the
initial fees and expenses of the Trustee, legal and auditing
expenses and other out-of- pocket organizational expenses, to
the extent not borne by the Depositor, shall be paid by the
Trust;"
(ii) Section 3.01 shall be further amended to add the
following language:
"To the extent the funds in the Income and Principal
Accounts of the Trust shall be insufficient to pay the
expenses borne by the Trust specified in this Section 3.01,
the Trustee shall advance out of its own funds and cause to be
deposited and credited to the Income Account such amount as
may be required to permit payment of such expenses. The
Trustee shall be reimbursed for such advance on each Record
Date from funds on hand in the Income Account or, to the
extent funds are not available in such Account, from the
Principal Account in the amount deemed to have accrued as of
such Record Date as provided in the following sentence (less
prior payments on account of such advances, if any), and the
provisions of Section 6.04 with respect to the reimbursement
of disbursements for Trust expenses, including, without
<PAGE>
-3-
limitation, the lien in favor of the Trustee therefor and the
authority to sell Securities as needed to fund such
reimbursement, shall apply to the payment of expenses and the
amounts advanced pursuant to this Section. For the purposes of
the preceding sentence and the addition provided to clause
(a)(3) of Section 5.01, the expenses borne by the Trust
pursuant to this Section shall be deemed to have been paid on
the date of the Reference Trust Agreement and to accrue at a
daily rate over the time period specified for their
amortization provided in the Prospectus; PROVIDED, however,
that nothing herein shall be deemed to prevent, and the
Trustee shall be entitled to, full reimbursement for any
advances made pursuant to this Section no later than the
termination of the Trust. For purposes of calculating the
accrual of organizational expenses under this Section 3.01,
the Trustee shall rely on the written estimates of such
expenses provided by the Depositor pursuant to Section 5.01."
E. The third paragraph of Section 3.05 is hereby amended to add
the following sentence after the first sentence thereof: "Depositor may
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 Depositor 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, unless the Trustee is protecting the
deposited funds in accordance with 12 C.F.R. 9.10 (or successor
regulations), 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
<PAGE>
-4-
expenses) to be distributed on the earlier of the 90th day after receipt
or the next following Distribution Date."
F. Section 3.05 is hereby amended to add the following paragraph
after the end thereof: On each Deferred Sales Charge payment date set
forth in the prospectus for a Trust, the Trustee shall pay the account
created pursuant to Section 3.15 the amount of the Deferred Sales Charge
payable on each such date as stated in the prospectus for a Trust. Such
amount shall be withdrawn from the Principal Account from the amounts
therein designated for such purpose.
G. Section 3.06B(3) shall be amended by adding the following:
"and any Deferred Sales Charge paid".
H. Section 3.08 shall be amended by adding the following at the
end thereof: "In order to pay the Deferred Sales Charge, the Trustee shall
sell or liquidate an amount of Securities at such time and from time to
time and in such manner as the Depositor shall direct such that the
proceeds of such sale or liquidation shall equal the amount required to be
paid to the Depositor pursuant to the Deferred Sales Charge program as set
forth in the prospectus for a Trust.
I. The first sentence of each of Sections 3.10, 3.11 and 3.12 is
amended to insert the following language at the beginning of such
sentence, "Except as otherwise provided in Section 3.14,".
J. The following new Section 3.14 is added
Section 3.14. EXTRAORDINARY EVENT - SECURITY RETENTION AND VOTING.
In the event the Trustee is notified of any action to be taken or proposed
to be taken by holders of the securities held by the Trust in connection
with any proposed merger, reorganization, spin-off, split-off or split-up
by the issuer of stock or securities held in the Trust, the Trustee shall
take such action or refrain from taking any action, as appropriate, so as
to insure that the securities are voted as closely as possible in the same
manner and in the same general proportion as are the securities held by
owners other than the Trust. If stock or securities are received by the
Trustee, with or without cash, as a result of any merger, reorganization,
spin-off, split-off or split-up by the
<PAGE>
-5-
issuer of stock or securities held in the Trust, the Trustee at the
direction of the Depositor may retain such stock or securities in the
Trust. Neither the Depositor nor the Trustee shall be liable to any person
for any action or failure to take action with respect to this section.
K. Section 3.15 shall be added as follows:
Section 3.15. Deferred Sales Charge. If the prospectus for a Trust
specifies a Deferred Sales Charge, the Trustee shall, on the dates
specified in and as permitted by the prospectus, withdraw from the Income
Account if such account is designated in the prospectus as the source of
the payments of the Deferred Sales Charge, or to the extent funds are not
available in that account or if such account is not so designated, from
the Principal Account, an amount per Unit specified in the prospectus and
credit such amount to a special, non-Trust account maintained at the
Trustee out of which the Deferred Sales Charge will be distributed to the
Depositor. If the Income Account is not designated as the source of the
Deferred Sales Charge payment or if the balances in the Income and
Principal Accounts are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either advance funds, if so
agreed to by the Trustee, in an amount equal to the proposed withdrawal
and be entitled to reimbursement of such advance upon the deposit of
additional monies in the Income Account or the Principal Account, sell
Securities and credit the proceeds thereof to such special Depositor's
account or credit Securities in kind to such special Depositor's Account.
Such directions shall identify the Securities, if any, to be sold or
distributed in kind and shall contain, if the Trustee is directed by the
Depositor to sell a Security, instructions as to execution of such sales.
If a Unit Holder redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus, on the
Redemption Date, withhold from the Redemption Price payment to such Unit
Holder an amount equal to the unpaid portion of the Deferred Sales Charge
and distribute such amount to such special Depositor's account or, if the
Depositor shall purchase such Unit pursuant to the terms of Section 5.02
hereof, the Depositor shall pay the Redemption Price for such Unit less
the unpaid portion of the Deferred Sales Charge. The Depositor may at any
time
<PAGE>
-6-
instruct the Trustee to distribute to the Depositor cash or Securities
previously credited to the special Depositor's account.
L. Article V, entitled "Trust Evaluation, Redemption, Transfer of
Units," Section 5.01 Trust Evaluation shall be amended as follows:
(i) The second sentence of the first paragraph of Section
5.01 shall be amended by deleting the word "and" appearing at the
end of subsection (a)(2) of such sentence and inserting the
following after "(a)(3)": "amounts representing organizational
expenses paid from the Trust less amounts representing accrued
organizational expenses of the Trust, and (a)(4)".
(ii) The following shall be added at the end of the first
paragraph of Section 5.01:
Until the Depositor has informed the Trustee that there
will be no further deposits of Additional Securities pursuant
to section 3.06, the Depositor shall provide the Trustee with
written estimates of (i) the total organizational expenses to
be borne by the Trust pursuant to Section 3.01 and (ii) the
total number of Units to be issued in conneciton with the
initial deposit and all anticipated deposits of Additional
Securities. For purposes of calculating the value of the Trust
and Unit Value, the Trustee shall treat all such anticipated
expenses as having been paid and all liabilities therefor as
having been incurred, and all Units as having been issued, in
each case on the date of the Reference Trust Agreement, and,
in connection with each such calculation, shall take into
account a PRO RATA portion of such expense and liability based
on the actual number of Units issued as of the date of such
calculation. In the event the Trustee is informed by the
Depositor of a revision in its estimate of total expenses or
total Units and upon the conclusion of the deposit of
Additional Securities, the Trustee shall base calculations
made thereafter on such revised estimates or actual expenses,
respectively, but
<PAGE>
-7-
such adjustment shall not affect calculations made prior
thereto and no adjustment shall be made in respect thereof.
M. Section 6.05(a) is amended to delete the clause beginning "in
the event" and ending with "determination by the Depositor" and insert in
place thereof "if the Depositor shall determine in good faith that there
has occurred either (1) a material deterioration in the creditworthiness
of the Trustee or (2) one or more negligent acts on the part of the
Trustee having a materially adverse effect, either singly or in the
aggregate, on the Trust or on one or more Trusts, such that the
replacement of the Trustee is in the best interests of the Unit Holders,".
N. Sections 6.01(b), 601(j) and 6.04 are amended to delete the
word "gross" immediately prior to the word negligence.
This Amendment shall apply to any Reference Trust Agreement
incorporating the Agreement by reference dated on or after the date hereof.
<PAGE>
-8-
IN WITNESS WHEREOF, Dean Witter Reynolds Inc. and United States
Trust Company of New York have caused this amendment to be executed by one of
their authorized officers as of the day and year first above written.
DEAN WITTER REYNOLDS INC.,
as Depositor
By: John T. Pavick
------------------------------------
Title: Vice President
(SEAL)
Attest:
By: Michael D. Browne
-------------------------
Title: First Vice President
<PAGE>
-9-
UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee
By: James Donovan
------------------------------------
Title: Assistant Vice President
(SEAL)
Attest:
By: Dorothy Bochino
------------------------
Title: Assistant Secretary
<PAGE>
Exhibit 5
<PAGE>
(Letterhead of Cahill Gordon & Reindel)
July 18, 1995
Dean Witter Reynolds Inc.
Two World Trade Center
New York, New York 10048
Re: Dean Witter Select Equity Trust,
Select 5 Industrial Portfolio 95-3
----------------------------------
Gentlemen:
We have acted as special counsel for you as Depositor of the Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio 95-3 (the "Trust"), in
connection with the issuance under the Trust Indenture and Agreement, dated
January 22, 1991, as amended, and the related Reference Trust Agreement, dated
July 18, 1995 (such Trust Indenture and Agreement and Reference Trust Agreement
collectively referred to as the "Indenture"), between you, as Depositor, and
United States Trust Company of New York, as Trustee, of units of fractional
undivided interest in said Trust (the "Units") comprising the Units of Dean
Witter Select Equity Trust, Select 5 Industrial Portfolio 95-3. In rendering our
opinion expressed below, we have relied in part upon the opinions and
representations of
<PAGE>
-2-
your officers and upon opinions of counsel to Dean Witter Reynolds Inc.
Based upon the foregoing, we advise you that, in our opinion, when
the Indenture has been duly executed and delivered on behalf of the Depositor
and the Trustee and when the certificate evidencing the Units has been duly
executed and delivered by the Depositor and the Trustee in accordance with the
Indenture, the Units will be legally issued, fully paid and nonassessable by the
Trust, and will constitute valid and binding obligations of the Trust and the
Depositor in accordance with their terms, except that enforceability of certain
provisions thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors generally
and by general equitable principles.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-60121) relating to the Units referred to
above and to the use of our name and to the reference to our firm in said
Registration Statement and the related Prospectus.
Very truly yours,
CAHILL GORDON & REINDEL
<PAGE>
Exhibit 23.1
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated July 18,
1995, accompanying the financial statements of the Dean Witter
Select Equity Trust Select 5 Industrial Portfolio 95-3, included
herein and to the reference to our Firm as experts under the
heading "Auditors" in the prospectus which is a part of this
registration statement.
Deloitte & Touche LLP
Deloitte & Touche LLP
July 18, 1995
New York, New York
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR DEAN WITTER SELECT EQUITY TRUST SELECT 5
INDUSTRIAL PORTFOLIO 95-3 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<SERIES>
<NUMBER> 95
<NAME> D/W SELECT EQUITY TRUST SELECT 5 INDUSTRIAL PORTFOLIO
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUL-18-1995
<PERIOD-START> JUL-18-1995
<PERIOD-END> JUL-18-1995
<INVESTMENTS-AT-COST> 242,451
<INVESTMENTS-AT-VALUE> 242,451
<RECEIVABLES> 0
<ASSETS-OTHER> 107,000
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 349,451
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 112,000
<TOTAL-LIABILITIES> 112,000
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 237,451
<SHARES-COMMON-STOCK> 25,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 349,451
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 25,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
