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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2000-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 10, 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."
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 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.
E. 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
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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.
F. 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 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
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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 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 be deemed to be the beneficial
owner of the dividends or
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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.
G. Section 3.15 shall be amended by adding the following to
the end thereof:
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.
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 REIT Portfolio Series 2000-2 (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.
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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 24,954 for the REIT Trust.
E. A Unit is hereby declared initially equal to 1/24,954th
for the REIT Trust.
F. The term "In-Kind Distribution Date" shall
mean October 17, 2002.
G. The term "Record Date" shall mean monthly on the 1st day
of each month beginning November 1, 2000.
H. The term "Distribution Dates" shall mean monthly on the
15th day of each month beginning November 15, 2000.
I. The term "Termination Date" shall mean November 29, 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; $.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.
