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                       MORGAN STANLEY SELECT EQUITY TRUST
                      SELECT 5 INDUSTRIAL PORTFOLIO 2001-3
                            REFERENCE TRUST AGREEMENT

        This Reference Trust Agreement dated July 2, 2001 between MORGAN
STANLEY DW 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 Indenture 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 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 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 hereinafter 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.

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

          D.   Section 3.01 is amended to substitute the following:

               Section 3.01. Initial Cost The costs of organizing the Trust and
               ------------- ------------
          sale of the Trust

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          Units shall, to the extent of the expenses reimbursable to
          the Depositor provided below, be borne by the Unit Holders,
          PROVIDED, HOWEVER, that, to the extent all of such costs are
          not borne by Unit Holders, the amount of such costs not borne by Unit
          Holders shall be borne by the Depositor and, PROVIDED FURTHER,
          HOWEVER, that the liability on the part of the Depositor under this
          section shall not include any fees or other expenses incurred in
          connection with the administration of the Trust subsequent to the
          deposit referred to in Section 2.01. Upon notification from the
          Depositor that the primary offering period is concluded, the Trustee
          shall withdraw from the Account or Accounts specified in the
          Prospectus or, if no Account is therein specified, from the Principal
          Account, and pay to the Depositor the Depositor's reimbursable
          expenses of organizing the Trust and sale of the Trust Units in an
          amount certified to the Trustee by the Depositor. If the balance of
          the Principal Account is insufficient to make such withdrawal, the
          Trustee shall, as directed by the Depositor, sell Securities
          identified by the Depositor, or distribute to the Depositor Securities
          having a value, as determined under Section 4.01 as of the date of
          distribution, sufficient for such reimbursement. The reimbursement
          provided for in this section shall be for the account of the
          Unitholders of record at the conclusion of the primary offering period
          and shall not be reflected in the computation of the Unit Value prior
          thereto. As used herein, the Depositor's reimbursable expenses of
          organizing the Trust and sale of the Trust Units shall include the
          cost of the initial preparation and typesetting of the registration
          statement, prospectuses (including preliminary prospectuses), the
          indenture, and other documents relating to the Trust, SEC and state
          blue sky registration fees, the cost of the initial valuation of the
          portfolio and audit of the Trust, the initial fees and expenses of the
          Trustee, and legal and other out-of-pocket expenses related thereto,
          but not including the expenses incurred in the printing of preliminary
          prospectuses and prospectuses, expenses incurred in the preparation
          and printing of brochures and other advertising materials and any
          other selling expenses.


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          Any cash which the Depositor has identified as to be used for
          reimbursement of expenses pursuant to this Section shall be
          reserved by the Trustee for such purpose and shall not be subject
          to distribution or, unless the Depositor otherwise directs, used for
          payment of redemptions in excess of the per-Unit amount allocable to
          Units tendered for redemption.

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

          F.   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 Select 5 Industrial Portfolio 2001-3 (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.

          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 24,927 for
     the Select 5 Trust.

          E.   A Unit is hereby declared initially equal to
     1/24,927th for the Select 5 Trust.

          F.   The term "In-Kind Distribution Date" shall mean
     September 11, 2002.


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          G.   The term "Record Dates" shall mean February 1, 2002,
     May 1, 2002, and October 1, 2002 and such other date as the
     Depositor may direct.

          H.   The term "Distribution Dates" shall mean February 15,
     2001, May 15, 2002 and on or about October 8, 2002 and such other
     date as the Depositor may direct.

          I.   The term "Termination Date" shall mean October 1, 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 $0.90 per 100 Units if the greatest number of Units
     outstanding during the period is 10,000,000 or more; $0.96 per 100 Units
     if the greatest number of Units outstanding during the period is between
     5,000,000 and 9,999,999; and $1.00 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 an "in--kind" distribution during the
     life of the Trust, such Unit Holder must tender at least 25,000 Units for
     redemption. There is no minimum amount of Units that a Unit Holder must
     tender in order to receive an "in-kind" distribution on the In-Kind Date or
     in connection with a rollover.

          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 business 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 prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.