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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 2000-5
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated August 31, 2000 between
DEAN WITTER REYNOLDS 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."
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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 Dean Witter 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 initial valuation of the portfolio and audit of the
Trust, the initial fees and expenses of the Trustee, and legal
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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.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Morgan Stanley
Dean Witter Select Equity Trust Select 5
Industrial Portfolio 2000-5 (the "Select 5 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 Dean Witter
Reynolds Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic
Agreement is 24,608 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to
1/24,608th for the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
October 12, 2001.
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G. The term "Record Dates" shall mean April 1, 2001,
July 1, 2001, and November 1, 2001 and such other date as the
Depositor may direct.
H. The term "Distribution Dates" shall mean
April 15, 2001, July 15, 2001 and on or about November 8, 2001 and
such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
November 1, 2001.
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 $.90 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $.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.
