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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
STRATEGIC SMALL-CAP PORTFOLIO 2000-1
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:
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
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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.
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 Strategic Small-Cap Portfolio 2000-1 (the "Small Cap
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 25,130 for the Small Cap Trust.
E. A Unit is hereby declared initially equal to 1/25,130th
for the Small Cap Trust.
F. The term "In-Kind Distribution Date" shall mean
December 5, 2001.
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G. The term "Record Dates" shall mean January 18, 2002,
and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean 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 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.
