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                       MORGAN STANLEY SELECT EQUITY TRUST
                   COHEN & STEERS REIT PORTFOLIO SERIES 2001-4
                            REFERENCE TRUST AGREEMENT

          This Reference Trust Agreement dated October 23, 2001 between MORGAN
STANLEY DW INC., as Depositor, Cohen & Steers Capital Management Inc., as
Portfolio Supervisor 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 1.01-Definitions shall be amended to add
     the following definition at the end thereof:

          "Portfolio Supervisor" of the Trust shall have the meaning assigned to
     it in part II of the Reference Trust Agreement.

          E. 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.

          F.   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 Trust, PROVIDED, HOWEVER, that,
     to the extent all of such costs are not borne by the Trust, the amount of
     such costs not borne by the Trust 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

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     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, Portfolio Consultant fee 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.

          G.   Article III, entitled "Administration of Trust",
     shall be amended as follows:

          Section 3.05(c)- shall be amended by (a) deleting the first two
          references to Depositor and replacing each such reference with
          Portfolio Supervisor, (b) deleting the provisions of Section 3.05(c)
          following the first sentence thereof ending with the word "below" and
          (c) adding the following in place of the deleted sentences:

                  "The Trustee shall pay to the Portfolio Supervisor from
                  the amount so held pursuant to the immediately preceeding
                  sentence the amounts the Portfolio Supervisor is entitled
                  to receive pursuant to Section 8.07."

          H.   The third through fifth paragraphs of
     Section 3.05 shall be amended to provide as follows:

          On each Distribution Date or within a reasonable period of time
     thereafter, the Trustee shall distribute by mail to each Unit Holder of
     record at the close of business on the preceding Record Date at his address
     appearing on the registration books of the Trustee such Unit

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     Holder's income distribution, computed as hereinafter provided, plus such
     holder's pro rata share of the cash balance of the Principal Account, each
     computed as of the preceding Record Date; provided, however, that funds
     credited to the Principal Account in the event of the failure of
     consummation of a contract to purchase Securities pursuant to Section 2.01
     hereof, funds representing the proceeds of the sale of Securities pursuant
     to Section 3.08 hereof, and funds representing the proceeds of the sale of
     Securities under Sections 5.02 or 6.04 in excess of the amounts needed for
     the purposes of said Sections shall not be distributed until the next
     Distribution Date or at such earlier date as shall be determined by the
     Trustee. The Trustee shall not be required to make a distribution from the
     Principal Amount unless the cash balance on deposit therein available for
     distribution shall be sufficient to distribute at least $1.00 per Unit in
     the case of Units initially offered at approximately $1,000 or a
     proportionately lower amount in the case of Units initially offered at less
     that $1,000 (e.g. $.001 per Unit in the case of Units initially offered at
     approximately $1.00).

          The Trustee shall, as of each Record Date, compute and report to the
     Depositor the per-Unit amount of the monthly income distribution to be made
     on the next following Distribution Date (the "Monthly Income Distribution")
     by (i) estimating the annual income of the Trust for the ensuing twelve
     months (by reference to the most recent distributions made on Securities
     and any information received by the Trustee with respect to future
     dividends or other income), (ii) deducting therefrom the estimated costs
     and expenses to be incurred during the twelve-month period for which such
     income has been estimated and (iii) dividing the amount so obtained by the
     result of 12 multiplied by the number of Units outstanding on such Record
     Date. However, unless the Trustee or the Sponsor determines that the
     Monthly Income Distribution should be adjusted as provided hereafter, the
     amount of the Monthly Income Distribution shall be the amount computed by
     the Trustee on the most recent prior, or concurrently occurring, Quarterly
     Computation Date (such "Quarterly Computation Date" being the first Record
     Date and each Record Date occurring at three-month intervals thereafter).
     The Trustee will adjust the amount of the Monthly Income Distribution
     computed on each Quarterly Computation Date to reconcile, over the ensuing
     three Monthly Income Distributions, any variance between net income and
     distributions made during the preceding three months. Notwithstanding

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     the preceding, the Trustee may reduce the amount of any Monthly Income
     Distribution in the event the Trustee or the Sponsor determines that such
     adjustment is necessary to avoid, or to respond to, a significant
     discrepancy between estimated and actual net income. Notwithstanding the
     foregoing, the Trustee may adjust the amount of the Monthly Income
     Distribution in order to maintain an average annual cash balance in the
     Income Account of $0.

          In the event the amount on deposit in the Income Account of the Trust
     on a Distribution Date is not sufficient for the payment of the amount of
     income to be distributed on the basis of the aforesaid computation, the
     Trustee shall advance out of its own funds and cause to be deposited in and
     credited to the Income Account such amount as may be required to permit
     payment of the income distribution to be made on such Distribution Date and
     shall be entitled to be reimbursed, without interest, out of the income
     subsequently received on the first Record Date following the date of such
     advance on which such reimbursement may be made without reducing the cash
     balance of the Income Account to an amount less than that required for the
     next ensuing distribution. The Trustee shall have a priority claim on any
     dividends or other income received by the Trust to the extent of all
     amounts advanced by it pursuant to this paragraph, and such advances shall
     be considered a lien on the Trust prior to the interest of Unit Holders.

          The amounts to be distributed to each Unit Holder shall be that
     per-Unit income distribution and pro rata share of the cash balance of the
     Principal Account of the Trust, computed as hereinabove provided, as shall
     be represented by the Units owned by such Unit Holder as evidenced by the
     record books of the Trustee as of the applicable Record Date.

          In computing the distribution to be made to any Unit Holder, fractions
     of one cent shall be omitted. After any such distribution, any cash balance
     remaining in the Income Account or the Principal Account shall be held in
     the same manner as other amounts subsequently deposited in each of such
     Accounts, respectively.

          I.   Section 3.15 shall be amended by adding the
     following to the end thereof:

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          The Depositor represents that the price paid by any Unit holder for
     Units acquired through reinvestment of Trust distributions will be reduced
     by the aggregate amount of unpaid deferred sales charge at the time of the
     purchase to offset any subsequent collection by the Depositor of deferred
     sales charge in respect of the Units so acquired.

          J.   Reference to "Dean Witter Reynolds Inc." is
     replaced by "Morgan Stanley DW Inc."

          K.   Article VIII, entitled "Depositor", shall be
     amended as follows:

          Section 8.07-Compensation shall be amended by deleting such section
     and replacing it with the following:

                  The Portfolio Supervisor shall be paid on a quarterly basis in
                  arrears on a Record Date beginning with the January 1, 2002
                  Record Date, as compensation for providing portfolio
                  supervisory services, an annual fee equal to 0.05% of the
                  average daily net asset value of the Trust, which fee shall
                  accrue daily based on the daily net asset value of the Trust
                  computed pursuant to Section 5.01 (the fee for any day on
                  which an evaluation under Section 5.01 is not made shall be
                  based on the last preceding evaluation under such Section).
                  The Portfolio Supervisor shall also be paid a license fee for
                  licensing a service mark for use by the Trust determined and
                  paid as set forth in the previous sentence except that the
                  license fee shall be an annual fee of 0.10% of the average
                  daily net asset value of the Trust. Such fees shall be
                  deducted from the Income and Principal Accounts as provided
                  in Section 3.05. The Portfolio Supervisor may be removed by
                  the Depositor at any time upon 30 days written notice and
                  the Depositor may appoint a succesor portfolio supervisor
                  (including itself) having qualifications and a rate of
                  compensation satisfactory to the Depositor and the Trustee.

                  In connection with any disposition or other action to be
                  taken in respect of any Security, the Depositor and the
                  Trustee may rely conclusively on the advice of the
                  Portfolio Supervisor and shall have no liability for any
                  loss or depreciation resulting from any action taken in
                  reliance upon such advice.

                  The Portfolio Supervisor shall be under no liability to the
                  Unitholders for any action taken or for refraining from the
                  taking of any action in good faith pursuant to this
                  Indenture or for errors in judgment, but shall be liable only
                  for its own willful misfeasance, bad faith or gross negligence
                  in the performance of its duties or by reason of its reckless
                  disregard of its obligations and duites hereunder. The
                  Portfolio Supervisor may rely in good faith on any paper,
                  order, notice, list, affidavit, receipt, opinion,
                  endoresement, assignment, draft or any other document of any
                  kind prima facie properly executed and submitted to it by the
                  Trustee, counsel or any other persons pursuant to this
                  Indenture and in furtherance of its duties.


                                       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 Cohen & Steers REIT Portfolio Series 2001-4
     (the "REIT" 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.

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          D.   The aggregate number of Units referred to in
     Sections 2.03 and 9.01 of the Basic Agreement is 25,051
     for the REIT Trust.

          E.   A Unit is hereby declared initially equal to
     1/25,051th for the REIT Trust.

          F.   The term "In-Kind Distribution Date" shall mean
     October 17, 2003.

          G.   The term "Record Date" shall mean monthly on the
     1st day of each month beginning November 1, 2001.

          H.   The term "Distribution Dates" shall mean monthly
     on the 15th day of each month beginning November 15, 2001.

          I.   The term "Termination Date" shall mean
     December 1, 2003.

          J. The "Portfolio Supervisor" shall mean Cohen & Steers Capital
     Management Inc.

          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. The Indenture 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.