MORGAN STANLEY SELECT EQUITY TRUST
                   STRATEGIC GROWTH LARGE-CAP PORTFOLIO 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 of  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 Strategic Growth Large-Cap Portfolio 2001-4 (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.

                    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 Strategic
               Growth Trust.

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

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               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"  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)