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Exhibit 4.2
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MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
SELECT TURNAROUND FOCUS LIST SERIES 2000
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 Additional
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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 primary offering period
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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
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purchase such Unit 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 Select Turnaround Focus List Series 2000 (the "Focus
Turnaround 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 Focus Turnaround Trust.
E. A Unit is hereby declared initially equal to 1/ th for
the Focus Turnaround 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)
