Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Proxy Statement and
Prospectus and the Statement of Additional Information constituting parts of
this registration statement on Form N-14 (the "Registration Statement") of our
report dated January 8, 1999 relating to the November 30, 1998 financial
statements and financial highlights of TCW/DW Mid-Cap Equity Trust (the "Fund"),
appearing in the November 30, 1998 Annual Report to Shareholders of TCW/DW
Mid-Cap Equity Trust, which is also incorporated by reference in the
Registration Statement. We also consent to the reference to us under the heading
"Financial Statements and Experts" in such Proxy Statement and Prospectus. We
also consent to the reference to us under the headings "Custodian and
Independent Accountants" and "Experts" in that fund's Statement of Additional
Information dated March 29, 1999 and to the reference to us under the heading
"Financial Highlights" in that fund's Prospectus dated March 29, 1999 which is
incorporated by reference into the Registration Statement. We also consent to
the incorporation by reference in the Proxy Statement and Prospectus of our
report dated July 6, 1998 relating to May 31, 1998 financial statements and
financial highlights of Morgan Stanley Dean Witter Mid-Cap Growth Fund, formerly
Dean Witter Mid-Cap Growth Fund, appearing in the Annual Report to Shareholders
of Morgan Stanley Dean Witter Mid-Cap Growth Fund, which is also incorporated by
reference into the Registration Statement. We also consent to the reference to
us under the headings "Independent Accountants" and "Experts" in that fund's
Statement of Additional Information dated July 29, 1998 and to the reference to
us under the heading "Financial Highlights" in that fund's Prospectus dated July
29, 1998, which is incorporated by reference into the Registration Statement.


PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
March 31, 1999