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

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.

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.

Forces Of Change Forces Asset Management Industry Technology Changing Customers Asset Management Industry 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.

Forces Of Change Forces Asset Management Industry Technology Changing Customers Asset Management Industry U.S. Market Maturation 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.

Forces Of Change Forces Asset Management Industry Technology Changing Customers Asset Management Industry U.S. Market Maturation Increased Competition 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.

Forces Of Change Forces Changes Asset Management Industry 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 Technology Changing Customers Asset Management Industry U.S. Market Maturation Increased Competition 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.

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.

Critical Success Attributes Customer Focus / Segmentation

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

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

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

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

Today’s Asset Management Industry Three Tiers Of Competitors Large Institutions Mid-Tier Firms Small Boutiques THE COMPETITIVE LANDSCAPE 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.

Tomorrow’s Asset Management Industry More And More Bifurcated Large Institutions Mid-Tier Firms Small Boutiques R I P ? THE COMPETITIVE LANDSCAPE 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.

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.

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.

MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Our Old Organization MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Investments Sales & Marketing Operations 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.

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 Van Kampen Mgmt. MSDW Family of Funds MSDW Institutional Funds MAS Funds Van Kampen Funds Universal 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.

Our Old Distribution Approach MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT MAS MILLER ANDERSON & SHERRERD, LLP High Net Worth Full-Service Self-Service Proprietary Retail Banks Non-Proprietary Retail Broker-Dealers Consultants Public Plans Corporations Institutional Investment Advisors 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.

We Were Not Harnessing Our Collective Power To Meet The Divergent Needs Of Our Customers Morgan Stanley Individual Investor Group IIS IAS PWM 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.

MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Our Old Organization MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Investments Sales & Marketing Operations 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.

We Functionally Realigned MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT MAS & SHERRERD, LLP ANDERSON MILLER Investments Sales & Marketing Operations Technology Investments Sales & Marketing Operations Technology MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT Investments Sales & Marketing Operations Technology 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.

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.

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.

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.

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 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.

Our New Distribution Approach Non-Proprietary Retail Broker-Dealers Proprietary Retail Institutional High Net Worth Consultants Investment Advisors Full-Service Corporations Banks Self-Service Public Plans 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.

Our New Distribution Approach Non-Proprietary Retail Broker-Dealers Proprietary Retail Institutional High Net Worth Consultants Investment Advisors Full-Service Corporations Banks Self-Service Public Plans 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.

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.

65 Funds Rated 4- or 5 - Stars by Morningstar 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.

19 Locations & 4,000 Employees World-Wide Strong Global Reach 19 Locations & 4,000 Employees World-Wide West Conshohocken Chicago New York London Tokyo Mumbai Singapore Hong Kong Sydney Melbourne Amsterdam Milan Jersey City Boston San Francisco Houston Cedar Rapids Oakbrook Terrace Kansas City 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.

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.

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.

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.

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.

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.

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.

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