MORGAN STANLEY SELECT EQUITY TRUST
                          REIT PORTFOLIO SERIES 2001-4
                            REFERENCE TRUST AGREEMENT

                  This Reference Trust Agreement dated     , 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 and July 18,
1995 (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 "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:

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               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 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. 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.


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               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.



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                                       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
          REIT Portfolio Series 2001-4 (the "REIT 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 REIT Trust.

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

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

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

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

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

               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 if the  greatest  number of
          Units outstanding  during the period is  10,000,000 or more; $     per
          100 Units if the  greatest  number of Units  outstanding  during  the
          period is  between  5,000,000 and 9,999,999; and $    per 100 Units if


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          the greatest number of Units outstanding during the period is
          4,999,999 or less.

               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.  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.

               (Signatures and acknowledgments on separate pages)