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Exhibit 12
MORGAN STANLEY DEAN WITTER ADVISORS
Two World Trade Center
New York, New York 10048
November 16, 2000
Morgan Stanley Dean Witter All Star Growth Fund
Two World Trade Center
New York, New York 10048
Gentlemen:
We are purchasing from you today 2,500 shares of your beneficial
interest, of $0.01 par value, of each of your Class A, Class B, Class C and
Class D shares, at a price of $10.00 per share, for an aggregate price of
$100,000, to provide the initial capital you require pursuant to Section 14 of
the Investment Company Act of 1940 in order to make a public offering of your
shares.
We hereby represent that we are acquiring said shares for investment
and not for distribution or resale to the public.
Very truly yours,
MORGAN STANLEY DEAN WITTER ADVISORS INC.
By: /s/ Mitchell M. Merin
Mitchell M. Merin
President and Chief Executive Officer
