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Exhibit 4.2
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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 , 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 "Dean Witter Select Equity Trust, Trust
Indenture and Agreement" (the "Basic Agreement") dated September 30, 1993.
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".
B. 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
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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".
C. 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
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
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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.
D. 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 exceed 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
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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."
E. 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,".
F. 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.
G. 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 3.12 hereof,
as set forth in the prospectus for a Trust. Definitions following
this definition (9) shall be renumbered.
H. 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 a Trust, the Trustee
shall pay the account created pursuant to Section 3.12 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.
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I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. 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.
K. Section 3.12 shall be added as follows:
Section 3.12. 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 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
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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.
L. 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, 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 for the Strategic
Trust.
E. A Unit is hereby declared initially equal to 1/ th
for the Strategic 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.
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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.
L. For a Unit Holder to receive "in-kind" distribution
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. 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)
