<PAGE>
MORGAN STANLEY DEAN WITTER SELECT EQUITY TRUST
REIT PORTFOLIO SERIES 2001-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated January 9, 2001 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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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 2001-1 (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.
<PAGE>
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 25,060 for the REIT Trust.
E. A Unit is hereby declared initially equal to 1/25,060th for the
REIT Trust.
F. The term "In-Kind Distribution Date" shall mean January 15, 2003.
G. The term "Record Date" shall mean monthly on the 1st day of each month
beginning February, 2001.
H. The term "Distribution Dates" shall mean monthly on the 15th day of
each month beginning February, 2001.
I. The term "Termination Date" shall mean February 28, 2003.
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 $.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.
<PAGE>
(Signatures and acknowledgments on separate pages)
<PAGE>
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference herein as Schedule A hereto.
