MORGAN STANLEY SELECT EQUITY TRUST
                      STRATEGIC SMALL CAP PORTFOLIO 2001-1
                            REFERENCE TRUST AGREEMENT

                  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

<PAGE>

          one or more  Additional  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 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:

                    Section 3.01 Initial Cost shall be amended to substitute the
               following language:

                         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

<PAGE>

                    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.

               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

<PAGE>


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



<PAGE>


               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

<PAGE>

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

                                       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 Small-Cap Portfolio 2001-1 (the "Small-Cap 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 Trust.

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

<PAGE>


               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.

               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. The  Indenture  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)