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                       MORGAN STANLEY SELECT EQUITY TRUST
                   STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2001-4
                            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.

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     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:

          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 ini-
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     tial 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.

     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.

                                       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.

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     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 25,035 for the Strategic Growth Trust.

     E. A Unit is hereby declared initially equal to 1/25,035th for the
Strategic Growth Trust.

     F. The term "In-Kind Distribution Date" shall mean December 27, 2002.

     G. The term "Record Dates" shall mean June 1, 2002 and January 17, 2003
and such other date as the Depositor may direct.

     H. The term "Distribution Dates" shall mean June 15, 2002 and 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.

     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
14 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.