DEAN WITTER SELECT EQUITY TRUST
STANDARD & POOR'S PLATINUM PORTFOLIO,
SELECT STRATEGY STOCKS - MARCH 1998
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated March 13, 1998
between DEAN WITTER REYNOLDS INC., as Depositor, and The Chase
Manhattan Bank, as Trustee, sets forth certain provisions in
full and incorporates other provisions by reference to the
document entitled "Sears Equity Investment Trust, Trust Inden-
ture and Agreement" dated January 22, 1991, as amended on March
16, 1993, July 18, 1995 and December 30, 1997 (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 incorpo-
rated 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 in-
strument except that the Basic Agreement is hereby amended in
the following manner:
A. Article I, Section 1.01, paragraph (29) defining
"Trustee" shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank,
or any successor trustee appointed as here-
inafter provided."
B. Reference to United States Trust Company of New
York in its capacity as Trustee is replaced by The Chase
Manhattan Bank throughout the Basic Agreement.
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C. Article III, Section 3.01 shall be amended to
add ", license fees of Standard & Poor's Corporation" im-
mediately prior to the words "and other out-of-pocket or-
ganizational expenses" in the first sentence of such sec-
tion.
D. Article VI, Section 6.05, shall be amended to
delete the clause beginning "if the Depositor" and ending
with, in the same sentence, "the Unit Holders" and insert
in place thereof "upon the determination of the Depositor
to remove the Trustee for any reason, either with or with-
out cause, including but not limited to a determination by
the Depositor that the Trustee has materially failed to
perform its duties under this Indenture and the interest
of Unit Holders has been substantially impaired as a re-
sult."
E. The Distribution Agency Agreement is amended to
be applicable to the Dean Witter Select Equity Trust,
Standard & Poor's Platinum Portfolio, Select Strategy
Stocks Series.
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 Eq-
uity Trust, Standard & Poor's Platinum Portfolio, Select
Strategy Stocks - March 1998 (the "Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this In-
denture, have been or are to be deposited in trust under
this Indenture.
C. The term, "Depositor" shall mean Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 25,000
for the Trust.
E. A Unit is hereby declared initially equal to
1/25,000th for the Trust.
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F. The term "In-Kind Distribution Date" shall mean
May 28, 1999.
G. The term "Record Dates" shall mean September 1,
1998 and June 18, 1999 and such other date as the Deposi-
tor may direct.
H. The term "Distribution Dates" shall mean Septem-
ber 15, 1998 and on or about June 25, 1999 and such other
date as the Depositor may direct.
I. The term "Termination Date" shall mean June 18,
1999.
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
K. The Trustee's annual fee as defined in Sec-
tion 6.04 of the Indenture shall be $.92 per 100 Units if
the greatest number of Units outstanding during the period
is 10,000,000 or more; $.98 per 100 Units if the greatest
number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $1.04 per 100 Units if the
greatest number of Units outstanding during the period is
4,999,999 or less.
L. For a Unit Holder to receive "in-kind" distribu-
tion during the life of the Trust other than in connection
with a rollover, such Unit Holder must tender at least
25,000 Units for redemption. On the In-Kind Date there is
no minimum amount of Units that a Unit Holder must tender
in order to receive an "in-kind" distribution.
M. Paragraph (b)(ii) of Section 9.03 is amended to
provide that the period during which the Trustee shall
liquidate the Trust Securities shall not exceed 14 busi-
ness days commencing on the first business day following
the In-Kind Date.
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(Signatures and acknowledgments on separate pages)
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The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.