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                       MORGAN STANLEY SELECT EQUITY TRUST
                   STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2001-3
                            REFERENCE TRUST AGREEMENT


                  This Reference Trust Agreement dated July 17, 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.


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                  C.   Reference to "Morgan Stanley 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 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 ini-


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                  tial 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. 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 Strategic Growth Large-Cap Portfolio 2001-3 (the "Strategic
            Growth 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.


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                  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 25,026 for the Strategic
            Growth Trust.

                  E.   A Unit is hereby declared initially equal to 1/25,026th
            for the Strategic Growth Trust.

                  F.   The term "In-Kind Distribution Date" shall mean
            October 2, 2002.

                  G.   The term "Record Dates" shall mean March 1, 2002 and
            October 23, 2002 and such other date as the Depositor may direct.

                  H.   The term "Distribution Dates" shall mean March 15, 2002
            and on or about October 31, 2002 and such other date as the
            Depositor may direct.

                  I.   The term "Termination Date" shall mean October 23, 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 $.90 per 100 Units if the greatest number
            of Units outstanding during the period is 10,000,000 or more;
            $.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.