<PAGE>
Exhibit 4.2
<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2000-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 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
and July 18, 1995 (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 incorpo-
rated 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 ex-
cept 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.
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 follow-
ing:
<PAGE>
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 be-
low, be borne by the Unit Holders, provided, however, that,
to the extent all of such costs are not borne by Unit Hold-
ers, the amount of such costs not borne by Unit Holders
shall be borne by the Depositor and, provided further, how-
ever, 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 Ac-
count or Accounts specified in the Prospectus or, if no Ac-
count 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 De-
positor, 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 distribu-
tion, 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 of-
fering period and shall not be reflected in the computation
of the Unit Value prior thereto. As used herein, the De-
positor's reimbursable expenses of organizing the Trust and
sale of the Trust Units shall include the cost of the ini-
tial preparation and typesetting of the registration state-
ment, 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-
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 in-
cluding 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.
<PAGE>
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 Wit-
ter 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.
C. The term, "Depositor" shall mean Dean Witter Rey-
nolds Inc.
D. The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is for the REIT
Trust.
E. A Unit is hereby declared initially equal to
1/ th for the REIT Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and , and
such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
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 $ per 100 Units if the great-
est number of Units outstanding during the period is 10,000,000
or more; $ per 100 Units if the greatest number of Units
outstanding during the period is between 5,000,000 and 9,999,999;
<PAGE>
and $ per 100 Units if the greatest number of Units out-
standing during the period is 4,999,999 or less.
L. For a Unit Holder to receive "in-kind" distribu-
tion during the life of the Trust other than in connection with a
rollover, such Unit Holder must tender at least 25,000 Units for
redemption. On the In-Kind Date there is no minimum amount of
Units that a Unit Holder must tender in order to receive an
"in-kind" distribution.
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.
(Signatures and acknowledgments on separate pages)
