<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 2000-5
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated August 31, 2000 between
DEAN WITTER REYNOLDS 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 "Morgan Stanley Dean
Witter Select Equity Trust, Trust Indenture and Agreement" (the "Basic
Agreement") dated September 30, 1993 as amended on December 30, 1997.
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".
<PAGE>
- 2 -
B. 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.
C. 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
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".
D. 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 di-
<PAGE>
- 3 -
rected 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. 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. 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 ex-
<PAGE>
- 4 -
ceed 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 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."
F. 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,".
G. 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.
H. 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 3.14 hereof, as
set forth in the prospectus for a Trust. Definitions following this
definition (9) shall be renumbered.
I. 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
<PAGE>
- 5 -
a Trust, the Trustee shall pay the account created pursuant to
Section 3.14 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.
J. Section 3.06B(3) shall be amended by adding the following:
"and any Deferred Sales Charge paid".
K. 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.
L. Section 3.14 shall be added as follows:
Section 3.14. 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
<PAGE>
- 6 -
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 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.
M. Reference to "Dean Witter Select Equity Trust" is replaced by
"Morgan Stanley Dean Witter 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 Dean Witter Select Equity
Trust Select 10 Industrial Portfolio 2000-5 (the "Select 10 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 24,696 for the Select 10 Trust.
E. A Unit is hereby declared initially equal to 1/24,696th for the
Select 10 Trust.
<PAGE>
- 7 -
F. The term "In-Kind Distribution Date" shall mean October 12, 2001.
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 $0.72 per 100 Units.
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 14 business
days commencing on the first business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
<PAGE>
- 8 -
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference herein as Schedule A hereto.
