MORGAN STANLEY SELECT EQUITY TRUST
             THE COMPETITIVE EDGE BEST IDEAS PORTFOLIO SERIES 2001-4

          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  instructions  to the Trustee to purchase
          one or more  Additional  Securities  which  cash (or cash in an amount

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          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 receipt, the
          principal thereof and interest thereon (to the extent such interest is

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          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  Depositor  shall

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          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
          The  Competitive   Edge  Best  Ideas  Portfolio   Series  2001-4  (the
          "Competitive Edge 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 Competitive Edge Trust.

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


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               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. For purposes of this Series -- Morgan  Stanley  Select  Equity
          Trust The Competitive  Edge Best Ideas  Portfolio  Series 2001-4-- the
          form of Certificate set forth in this Indenture shall be appropriately
          modified  to reflect  the title of this Series and such of the Special
          Terms and Conditions of Trust set forth herein as may be appropriate.

               K. The Depositor's  Annual  Portfolio  Supervision Fee shall be a
          maximum of $0.25 per 100 Units.

               L. The  Trustee's  Annual Fee as  defined in Section  6.04 of the
          Indenture shall be $      per 100 Units.

               M. For a Unit Holder to receive "in-kind" distribution, such Unit
          Holder must tender at least 2,500 Units for redemption,  either during
          the life of the Trust, or at its termination.

               (Signatures and acknowledgments on separate pages)