Managing Multiple Products & Multiple Platforms

1. Mitchell M. Merin President & Chief Operating Officer Morgan Stanley Investment Management ManagingMultiple Products & Multiple Platforms

2. Forces Of Change NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

3. Forces Of Change Forces Asset Management Industry Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

4. Forces Of Change Asset Management Industry Technology Forces Changing Customers NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

5. Forces Of Change Asset Management Industry Technology U.S. Market Maturation Forces Changing Customers NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

6. Forces Of Change Increased Competition Asset Management Industry Technology U.S. Market Maturation Forces Changing Customers NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

7. Forces Of Change Increased Competition Asset Management Industry Technology U.S. Market Maturation Forces Changes Power Shifting to Distributors Losing Control of the Customer Greater Mobility of Assets Ubiquity of Products & Services Performance Transparency Price Transparency Commodization of the Mutual Fund Slower Organic Growth Increased Pressure On Margins Changing Customers NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

8. Critical Success Attributes NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

9. Critical Success Attributes • Customer Focus / Segmentation

10. Critical Success Attributes • Customer Focus / Segmentation • Quality Investment Manufacturing / Superior Performance

11. Critical Success Attributes • Customer Focus / Segmentation • Quality Investment Manufacturing / Superior Performance • Multi-Tiered Distribution

12. Critical Success Attributes • Customer Focus / Segmentation • Quality Investment Manufacturing / Superior Performance • Multi-Tiered Distribution • Strong Brand Identity

13. Critical Success Attributes • Customer Focus / Segmentation • Quality Investment Manufacturing / Superior Performance • Multi-Tiered Distribution • Strong Brand Identity • Economies of Scale

14. Today’s Asset Management IndustryThree Tiers Of Competitors THE COMPETITIVE LANDSCAPE Large Institutions Mid-Tier Firms Small Boutiques NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

15. Tomorrow’s Asset Management IndustryMore And More Bifurcated THE COMPETITIVE LANDSCAPE Large Institutions Mid-Tier Firms Small Boutiques R I P? NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

16. Our Business Model NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

17. A Quick History Morgan Stanley Asset Management founded (1975) Dean Witter acquires InterCapital (1977) Morgan Stanley acquires MAS (1996) Morgan Stanley acquires Van Kampen (1996) Morgan Stanley merges with Dean Witter (1997) MSDW Asset Management formed (1999) MSIM formed (2000) NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

18. Our Old Organization MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Investments Investments Investments Investments Sales & Marketing Sales & Marketing Sales & Marketing Sales & Marketing Operations Operations Operations Operations Technology Technology Technology Technology MAS MILLER ANDERSON & SHERRERD, LLP NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

19. Our Old Branding Strategy Client Segment Organization Brand • Proprietary Retail • Proprietary Institutional • Non-Proprietary Retail • Non-Proprietary Institutional • Non-U.S. MSDW Advisors MSDW Investment Mgmt. Miller Anderson & Sherrerd Van Kampen Investments MSDW Investment Mgmt. Miller Anderson & Sherrerd Van Kampen Mgmt. MSDW Investment Mgmt. MSDW Family of Funds MSDW Institutional Funds MAS Funds Van Kampen Funds Universal Funds MAS Funds Van Kampen Institutional Morgan Stanley Dean Witter NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

20. Our Old Distribution Approach Broker-Dealers Consultants High Net Worth Investment Advisors Corporations Full-Service Banks Public Plans Self-Service Non-Proprietary Retail Proprietary Retail Institutional MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT MAS MILLER ANDERSON & SHERRERD, LLP NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

21. We Were Not Harnessing Our Collective Power To Meet The Divergent Needs Of Our Customers PWM Morgan Stanley Individual Investor Group IAS IIS C O S T High Net Worth Traditional Broker Call Centers eAdvice SERVICE NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

22. Our Old Organization MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Investments Investments Investments Investments Sales & Marketing Sales & Marketing Sales & Marketing Sales & Marketing Operations Operations Operations Operations Technology Technology Technology Technology MAS MILLER ANDERSON & SHERRERD, LLP NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

23. We Functionally Realigned MILLER ANDERSON & SHERRERD, LLP MAS Operations Investments Sales & Marketing Technology Operations Investments Sales & Marketing Technology MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Operations Investments Sales & Marketing Technology Operations Investments Sales & Marketing Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

24. Our New Organization Investments Sales & Marketing Operations Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

25. Our New Organization = The Keys To Success The Critical Success Attributes Customer Focus / Segmentation Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution Strong Brand Identity Economies of Scale Investments Sales & Marketing Operations Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

26. The Power of All Products & Services Under One Roof Traditional Investment Products Alternative Investments Retirement Services Advice Other Mutual Funds Separately Managed Accounts Non-U.S. Funds Mutual Fund Wrap Programs Variable Annuities Unit Investment Trusts Hedge Funds Fund-of-Funds Consulting Private Equity Managed Futures Real Estate Defined Contribution Defined Benefit Financial Planning Asset Allocation Services Trust Services Estate Planning Transfer Agency Section 529 Plans Donor-Advised Fund Life Insurance NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

27. Our New Branding Strategy Client Segment Organization Brand • Proprietary Retail • Proprietary Institutional • Non-Proprietary Retail • Non-Proprietary Institutional • Non-U.S. Morgan Stanley Funds Morgan Stanley Institutional Funds Van Kampen Investments TBD Morgan Stanley NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

28. Our New Distribution Approach Non-Proprietary Retail Broker-Dealers Proprietary Retail Institutional High Net Worth Consultants Investment Advisors Corporations Full-Service Banks Public Plans Self-Service NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

29. Our New Distribution Approach Non-Proprietary Retail Broker-Dealers Proprietary Retail Institutional High Net Worth Consultants Investment Advisors Corporations Full-Service Banks Public Plans Self-Service NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

30. Our New Organization = The Keys To Success The Critical Success Attributes Customer Focus / Segmentation Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution Strong Brand Identity Economies of Scale Investments Sales & Marketing Operations Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

31. Superior Performance 65 Funds Rated 4- or 5-Stars by Morningstar Source: Morningstar Principia, May 2001 NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

32. Chicago Mumbai Tokyo Oakbrook Terrace New York London Boston Hong Kong Cedar Rapids Jersey City Singapore Amsterdam Kansas City Milan San Francisco West Conshohocken Houston Sydney Melbourne Strong Global Reach 19 Locations & 4,000 Employees World-Wide NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

33. Strong Brand Identity NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

34. Strong Brand Identity NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

35. Economies of Scale • Rationalizing Expenses Across The Business NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

36. Economies of Scale • Rationalizing Expenses Across The Business • Driving-Home Our #4 Commission Ranking NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

37. Economies of Scale • Rationalizing Expenses Across The Business • Driving-Home Our #4 Commission Ranking • Vendor Relationships NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

38. Economies of Scale • Rationalizing Expenses Across The Business • Driving-Home Our #4 Commission Ranking • Vendor Relationships • Technology NOTICE: This slide is part of a presentation by Morgan Stanley and is intended to be viewed as part of that presentation. The presentation is based on information generally available to the public and does not contain any material, nonpublic information. The presentation has been prepared solely for information purposes, is not a solicitation of an offer to buy or sell any security or instrument and has not been updated since it was originally presented June 26, 2001.

39. Mitchell M. Merin President & Chief Operating Officer Morgan Stanley Investment Management ManagingMultiple Products & Multiple Platforms