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EXHIBIT 12
[LETTERHEAD GORDON ALTMAN BUTOWSKY WEITZEN SHALOV & WEIN]
April 30, 1998
Dean Witter Strategist Fund
Two World Trade Center
New York, New York 10048
Dean Witter Global Asset Allocation Fund
Two World Trade Center
New York, New York 10048
Gentlemen:
You have requested our opinion as to the Federal income tax
consequences of the transaction (the "Reorganization") described below pursuant
to which (i) substantially all assets of Dean Witter Global Asset Allocation
Fund ("Global Asset"), a Massachusetts business trust, will be combined with
those of Dean Witter Strategist Fund, a Massachusetts business trust (the
"Trust"), in exchange for shares of the Trust ("Trust Shares"), and the
assumption by the Trust of certain liabilities of Global Asset (the
"Liabilities"); (ii) Global Asset will be liquidated; and (iii) the Trust Shares
will be distributed to the holders ("Global Asset Shareholders") of shares in
Global Asset ("Global Asset Shares").
We have examined and are familiar with such documents, records and
other instruments as we have deemed appropriate for purposes of this opinion
letter, including the Registration Statement filed with the Securities and
Exchange Commission under the Securities Act of 1933 on Form N-14, relating to
the Trust Shares (the "Registration Statement") which includes, as a part
thereof, the proxy statement of Global Asset (the "Global Asset Proxy"), which
will be used to solicit proxies of Global Asset Shareholders in connection with
the Special Meeting of Global Asset Shareholders and the Agreement and Plan of
Reorganization by and between the Trust and Global Asset (the "Plan").
In rendering this opinion, we have assumed that such documents as
yet unexecuted will, when executed, conform to the proposed forms of such
documents that we have examined. We have further assumed that the Reorganization
will be carried out pursuant to the terms of the Plan, that factual statements
and information contained in the Registration Statement, the Global Asset Proxy
and other documents, records and instruments supplied
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to us are correct and that there will be no material change with respect to such
facts or information prior to the time of the Reorganization. In rendering our
opinion, we have also relied on the representations and facts discussed below
which have been provided to us by Dean Witter InterCapital Inc.
("InterCapital"), the Trust and Global Asset, and we have assumed that such
representations and facts will remain correct at the time of the Reorganization.
FACTS
The Trust is an open-end non-diversified management investment
company engaged in the continuous offering of its shares to the public. Since
its inception, the Trust has conducted its affairs so as to qualify, and has
elected to be taxed, as a regulated investment company under Section 851 of the
Internal Revenue Code of 1986, as amended (the "Code").
Global Asset is an open-end diversified management investment
company engaged in the continuous offering of shares of Global Asset to the
public. Since its inception, Global Asset has conducted its affairs so as to
qualify, and has elected to be taxed, as a regulated investment company under
Section 851 of the Code.
The Board of Trustees of each of the Trust and Global Asset Series
have determined, for valid business reasons, that it is advisable to combine the
assets of the Trust and Global Asset into one fund.
In view of the above, the Board of Trustees of Global Asset adopted
the Plan, subject to, among other things, approval by Global Asset Shareholders.
Pursuant to the Plan, Global Asset will transfer all of its assets
to the Trust in exchange for the Trust Shares (including fractional Trust
Shares) and the assumption by the Trust of the Liabilities. Immediately
thereafter, Global Asset will distribute the Trust Shares to Global Asset
Shareholders in exchange for and in cancellation of their Global Asset Shares
and in complete liquidation of Global Asset.
Each of the following representations, among other representations,
has been made to us in connection with the Reorganization by InterCapital,
Global Asset and by the Trust.
(1) To the best of the knowledge of the management of InterCapital,
Global Asset, the Trust, and their affiliates,
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there is no plan or intention on the part of Global Asset Shareholders, to
redeem, sell, exchange or otherwise dispose of a number of Trust Shares that
would reduce Global Asset Shareholders' ownership of Trust Shares to a number of
Trust Shares having a value, as of the date of the Reorganization, of less than
fifty percent of the value of all of the formerly outstanding Global Asset
Shares as of such date;
(2) The Trust has no plan or intention to reacquire any of the Trust
Shares to be issued pursuant to the Reorganization except to the extent
necessary to comply with its legal obligation to redeem its own shares;
(3) The Liabilities to be assumed by or transferred to the Trust
were incurred by Global Asset in the ordinary course of business and are
associated with the assets being transferred to the Trust;
(4) The amount of the Liabilities will not exceed the aggregate
adjusted basis of Global Asset for its assets transferred to the Trust;
(5) The Trust has no plan or intention to sell or otherwise dispose
of more than fifty percent of the assets of Global Asset acquired in the
Reorganization, except for dispositions made in the ordinary course of business;
(6) There is no indebtedness between Global Asset and the Trust that
was issued, acquired or will be settled at a discount;
(7) Global Asset has been a regulated investment company within the
meaning of Section 851 of the Code since the date of its organization through
the end of its last complete taxable year and will qualify as a regulated
investment company for its taxable year ending on the date of the
Reorganization;
(8) The Trust has been a regulated investment company within the
meaning of Section 851 of the Code since the date of its organization through
the date hereof and will qualify as a regulated investment company for its
taxable year ending on July 31, 1997;
(9) Global Asset will have no accumulated earnings and profits as of
the close of its taxable year ending on the date of the Reorganization.
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OPINION
Based on the Code, Treasury Regulations issued thereunder, Internal
Revenue Service Rulings and the relevant case law, as of the date hereof, and on
the facts, representations and assumptions set forth above, and the documents,
records and other instruments we have reviewed, it is our opinion that the
Federal income tax consequences of the Reorganization to the Trust, Global Asset
and the Global Asset Shareholders will be as follows:
(1) The transfer of substantially all of Global Asset's assets in
exchange for the Trust Shares and the assumption by the Trust of certain stated
Liabilities of Global Asset followed by the distribution by Global Asset of the
Trust Shares to the Global Asset Shareholders in exchange for their Global Asset
Shares, will constitute a "reorganization" within the meaning of Section
368(a)(1)(C) the Code, and Global Asset and the Trust will each be a "party to a
reorganization" within the meaning of Section 368(b) of the Code;
(2) No gain or loss will be recognized by the Trust upon the receipt
of the assets of Global Asset solely in exchange for the Trust Shares and the
assumption of the Liabilities by the Trust;
(3) No gain or loss will be recognized by Global Asset upon the
transfer of the assets of Global Asset to the Trust, in exchange for the Trust
Shares and the assumption of the Liabilities by the Trust, or upon the
distribution of the Trust Shares to Global Asset Shareholders in exchange for
their Global Asset Shares as provided in the Plan;
(4) No gain or loss will be recognized by Global Asset Shareholders
upon the exchange of their Global Asset Shares for the Trust Shares;
(5) The aggregate tax basis for the Trust Shares received by each
Global Asset Shareholder pursuant to the Reorganization will be the same as the
aggregate tax basis of the Global Asset Shares held by each such Global Asset
Shareholder immediately prior to the Reorganization;
(6) The holding period of the Trust Shares to be received by each
Global Asset Shareholder will include the period during which the Global Asset
Shares surrendered in exchange therefor were held (provided such Global Asset
Shares were held as capital assets on the date of the Reorganization);
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(7) The tax basis of the assets of Global Asset acquired by the
Trust will be the same as the tax basis of such assets to Global Asset
immediately prior to the Reorganization; and
(8) The holding period of the assets of Global Asset in the hands of
the Trust will include the period during which those assets were held by Global
Asset.
We are not expressing an opinion as to any aspect of the
Reorganization other than those opinions expressly stated above.
As noted above, this opinion is based upon our analysis of the Code,
Treasury Regulations issued thereunder, Internal Revenue Service Rulings and
case law which we deem relevant as of the date hereof. No assurances can be
given that there will not be a change in the existing law or that the Internal
Revenue Service will not alter its present views, either prospectively or
retroactively, or adopt new views with regard to any of the matters upon which
we are rendering this opinion, nor can any assurances be given that the Internal
Revenue Service will not audit or question the treatment accorded to the
Reorganization on the Federal income tax returns of the Trust, Global Asset or
the Global Asset Shareholders.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and any reference to our firm
in the Registration Statement and the Global Asset Proxy constituting a part
thereof.
Very truly yours,
Gordon Altman Butowsky
Weitzen Shalov & Wein