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

        This Reference Trust Agreement dated October 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.

        C.   Reference to "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
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        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.
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        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."


                                       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 25,038 for the Small Cap Trust.

        E.   A Unit is hereby declared initially equal to 1/25,038th for
        the Small Cap Trust.

        F.   The term "In-Kind Distribution Date" shall mean December 4, 2002.

        G.   The term "Record Dates" shall mean January 17, 2003 and such
        other date as the Depositor may direct.

        H.   The term "Distribution Dates" shall mean on or about
        January 24, 2003 and such other date as the Depositor may direct.

        I.   The term "Termination Date" shall mean January 17, 2003.

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        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 $0.90 per 100 Units if the greatest number of Units
        outstanding during the period is 10,000,000 or more; $0.96 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 30 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.