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                       MORGAN STANLEY SELECT EQUITY TRUST
                       TELECOMMUNICATIONS PORTFOLIO 2001-3
                            REFERENCE TRUST AGREEMENT

          This Reference Trust Agreement dated           , 2001 between MORGAN
STANLEY DW INC., as Depositor, and The Bank of New York, as Trustee, sets
forth certain provisions in full and incorporates other provisions by
reference to the document entitled "Dean Witter Select Equity Trust, Trust
Indenture and Agreement" (the "Basic Agreement") dated September 30, 1993.
Such provisions as are incorporated by reference constitute a single
instrument (the "Indenture").

                                WITNESSETH THAT:

          In consideration of the premises and of the mutual agreements herein
contained, the Depositor 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 except that the Basic Agreement is hereby amended as follows:

          A.   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 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".

          B.   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

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     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 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".

          C.   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 Sponsor, shall be paid by the Trust;"

          D.   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 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

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     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."

          E.   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 3.13,".

          F.   The following new Section 3.13 is added:

          Section 3.13. 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 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.

          G.   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 3.12 hereof, as set forth in the
     prospectus for a Trust. Definitions following this definition (9) shall be
     renumbered.

          H.   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 3.12 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.

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          I.   Section 3.06B(3) shall be amended by adding the following: "and
     any Deferred Sales Charge paid".

          J.   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.

          K.   Section 3.12 shall be added as follows:

          Section 3.12. 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

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     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
     instruct the Trustee to distribute to the Depositor cash or Securities
     previously credited to the special Depositor's account.

          L.   Reference to "Morgan Stanley Dean Witter Select Equity Trust" is
               replaced by "Morgan Stanley Select Equity Trust".

          M.   Reference to "Dean Witter Reynolds Inc." is replaced by "Morgan
               Stanley DW Inc."

          N.   Section 2.03 is amended to add the following to the end of the
     first paragraph thereof. The number of Units may be increased through a
     split of the Units or decreased through a reverse split thereof, as
     directed by the Depositor, which revised number of Units shall be recorded
     by Trustee on its books.


                                       II.

                      SPECIAL TERMS AND CONDITIONS OF TRUST

          The following special terms and conditions are hereby agreed to:

          A.   The Trust is denominated Morgan Stanley Select
Equity Trust Telecommunications Portfolio 2001-3 (the
"Telecommunications 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.

          C.   The term, "Depositor" shall mean Morgan Stanley
DW Inc.

          D.   The aggregate number of Units referred to in Sections 2.03 and
9.01 of the Basic Agreement is for the Telecommunications Trust.

          E.   A Unit is hereby declared initially equal to
1/      th for the Telecommunications Trust.

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          F.   The term "In-Kind Distribution Date" shall mean
           , 2002.

          G.   The term "Record Dates" shall mean            ,
2001,              , 2001,             , 2002 and            ,
2002 and such other date as the Depositor may direct.

          H.   The term "Distribution Dates shall mean
  , 2001,             , 2001,              , 2002 and
  , 2002 and such other date as the Depositor may direct.

          I.   The term "Termination Date" shall mean        ,
2002.

          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 Section
6.04 of the Indenture shall be $     per 100 Units.

          L.   For a Unit Holder to receive "in-kind" distribution 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.   The Indenture is amended to provide that the period during which
the Trustee shall liquidate the Trust Securities shall not exceed 14 business
days commencing on the first business day following the In-Kind Date.

     (Signatures and acknowledgments on separate pages)