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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2000-4
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 17, 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:
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In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
I.
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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 "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 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.
II.
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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 Strategic Growth Large-Cap Portfolio 2000-4 (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.
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 25,094 for the Strategic Growth Trust.
E. A Unit is hereby declared initially equal to 1/25,094th for the
Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean December 28, 2001.
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G. The term "Record Dates" shall mean June 1, 2001
and January 18, 2002 and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean June 15, 2001 and on
or about January 25, 2002 and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean January 18, 2002.
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.
