[Federal Register Volume 60, Number 45 (Wednesday, March 8, 1995)]
[Notices]
[Pages 12806-12807]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-5582]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20932; 812-9454]


Dean Witter Select Equity Trust, et al.

March 1, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for exemption under the Investment 
Company Act of 1940 (the ``Act'').

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APPLICANTS: Dean Witter Select Equity Trust and Dean Witter Reynolds 
Inc. (``Dean Witter'').

RELEVANT ACT SECTIONS: Order requested under sections 6(c) and 17(b) of 
the Act that would exempt applicants from section 17(a) of the Act.

SUMMARY OF APPLICATION: Applicants request an order to permit a 
terminating series of a unit investment trust to sell portfolio 
securities to a new series of the trust.

FILING DATE: The application was filed on January 26, 1995 and amended 
on February 16, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on March 27, 1995 
and should be accompanied by proof of service on the applicants, in the 
form of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 5th Street NW., Washington, DC 20549. 
Applicants, c/o Dean Witter Reynolds Inc., Unit Trust Department, Two 
World Trade Center, New York, NY 10048, Attn.: Thomas Hines.

FOR FURTHER INFORMATION CONTACT:
Sarah A. Buescher, Staff Attorney, at (202) 942-0573, or Robert A. 
Robertson, Branch Chief, at (202) 942-0564 (Division of Investment 
Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicants' Representations

    1. Dean Witter Select Equity Trust, a unit investment trust 
registered under the Act, consists of several series (each a 
``Series''). All of the Series currently outstanding are Select 10 
Series (``Select 10 Series''). Dean Witter is the Series' sponsor. 
Applicants request that the relief sought herein apply to future Series 
for which Dean Witter serves as sponsor.
    2. The investment objective of each Selection 10 Series is to seek 
a greater total return than the stocks comprising the entire related 
index (e.g., the Dow Jones Industrial Average, the Hang Seng Index, or 
the Financial Times Ordinary Share Index) (each an ``Index''). Each 
Select 10 Series acquires approximately equal values of the tens stocks 
in the Index having the highest dividend yields as of a specified date, 
and holds those stocks for approximately one year. Dean Witter intends 
that, as each Select 10 Series terminates, a new Series based on the 
appropriate Index will be offered for the next year.
    3. Each Series has a contemplated date (a ``Rollover Date'') on 
which holders of units in that Series (a ``Rollover Series'') may at 
their option redeem their units in the Rollover Series and receive in 
return units of a subsequent Series of the same type (a ``New Series'') 
which is created on or about the Rollover Date, and has a portfolio 
which contains securities (``Qualified Securities'') which are (i) 
actively traded (i.e., have had an average daily trading volume in the 
preceding six months of at least 500 shares equal in value to at least 
25,000 United States dollars) on an exchange (a ``Qualified Exchange'') 
which is either (a) a national securities exchange which meets the 
qualifications of section 6 of the Securities Exchange Act of 1934 or 
(b) a foreign securities exchange which meets the qualifications set 
out in the proposed amendment to rule 12d3-1(d)(6) under the Act as 
proposed by the SEC and which releases daily closing prices, and (ii) 
included in an Index.
    4. There is normally some overlap from one year to the next in the 
stocks having the highest dividend yields in an Index and, therefore, 
between the portfolio of a Rollover Series and the New Series. In the 
case of the Select 10 Industrial Portfolio 94-1 as compared to the 
Select 10 Industrial Portfolio 95-1, eight of the ten securities were 
identical. In connection with its termination, Series 94-1 sold all of 
its securities on the New York Stock Exchange as quickly as 
practicable. Likewise, the portfolio of Series 95-1 was acquired in 
purchase transactions on the New York Stock Exchange. This procedure 
creates brokerage commissions on portfolio securities of the same issue 
that are borne by the holders of units of both the Rollover Series and 
the New Series. Applicants, therefore, request an exemptive order to 
permit any Rollover Series to sell portfolio securities to a New Series 
and a New Series to purchase those securities.
    5. In order to minimize overreaching, applicants agree that Dean 
Witter will certify in writing to the trustee, within five days of each 
sale from a Rollover Series to a New Series, (a) that the transaction 
is consistent with the policy of both the Rollover Series and the New 
Series, as recited in their respective registration statements and 
reports filed under the Act, (b) the date of such transaction, and (c) 
the closing sales price on the Qualified Exchange for the sale date of 
the securities subject to such sale. The trustee will then countersign 
the certificate, unless, in the unlikely event that the trustee 
disagrees with the closing sales price listed on the certificate, the 
trustee immediately informs Dean Witter orally of any such disagreement 
and returns the certificate within five days to Dean Witter with 
corrections duly noted. Upon Dean Witter's receipt of a corrected 
certificate, if Dean Witter can verify the corrected price by reference 
to an independently published list of closing prices for the date of 
the transactions, Dean Witter will ensure that the price of units of 
the New Series, and distributions to holders of the Rollover Series 
with regard to redemption of their units or termination of the Rollover 
Series, accurately reflect the corrected price. To the extent that Dean 
Witter disagrees with the trustee's corrected price, Dean Witter and 
the trustee will jointly determine the correct sales price by reference 
to a mutually agreeable, independently published list of closing sales 
prices for the date of the transaction.

Applicants' Legal Analysis

    1. Section 17(a) of the Act generally makes it unlawful for an 
affiliated person of a registered investment company to sell securities 
to or purchase securities from the company. Investment companies under 
common control may be considered affiliates of one another. The Series 
may be under common control because they have Dean Witter as a sponsor.
[[Page 12807]]

    2. Pursuant to section 17(b), the SEC may exempt a proposed 
transaction from section 17(a) if evidence establishes that: (a) The 
terms of the proposed transaction are reasonable and fair and do not 
involve overreaching; (b) the proposed transaction is consistent with 
the policy of each registered investment company concerned; and (c) the 
proposed transaction is consistent with the general purposes of the 
Act. Under section 6(c), the SEC may exempt classes of transactions if 
and to the extent that such exemption is necessary or appropriate in 
the public interest and consistent with the protection of investors and 
the purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the proposed transactions satisfy the 
requirements of sections 6(c) and 17(b).
    3. Rule 17a-7 under the Act permits registered investment companies 
that might be deemed affiliates solely by reason of common investment 
advisers, directors, and/or officers, to purchase securities from or 
sell securities to one another at an independently determined price, 
provided certain conditions are met. Paragraph (e) of the rule requires 
an investment company's board of directors to adopt and monitor 
procedures for these transactions to assure compliance with the rule. A 
unit investment trust does not have a board of directors and, 
therefore, may not rely on the rule. Applicants represent that they 
will comply with all of the provisions of rule 17a-7, other than 
paragraph (e).
    4. Applicants represent that purchases and sales between Series 
will be consistent with the policy of each Series, as only securities 
that would otherwise be bought and sold on the open market pursuant to 
the policy of each Series will be involved in the proposed 
transactions. Applicants further believe that the current practice of 
buying and selling on the open market leads to unnecessary brokerage 
fees on sales of securities and is therefore contrary not only to the 
policies of the Series but to the general purposes of the Act.

Applicants' Conditions

    Applicants agree that the order granting the requested relief shall 
be subject to the following conditions:
    1. Each sale of Qualified Securities by a Rollover Series to a New 
Series will be effected at the closing price of the securities sold on 
a Qualified Exchange on the sale date, without any brokerage charges or 
other remuneration except customary transfer fees, if any.
    2. The nature and conditions of such transactions will be fully 
disclosed to investors in the appropriate prospectus of each future 
Rollover Series and New Series.
    3. The trustee of each Rollover Series and New Series will (a) 
review the procedures relating to the sale of securities from a 
Rollover Series and the purchase of securities for deposit in a New 
Series and (b) make such changes to the procedures as the trustee deems 
necessary that are reasonably designed to comply with paragraphs (a) 
through (d) of rule 17a-7.
    4. A written copy of these procedures and a written record of each 
transaction pursuant to this order will be maintained as provided in 
rule 17a-7(f).

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-5582 Filed 3-7-95; 8:45 am]
BILLING CODE 8010-01-M