Managing Multiple Products & Multiple Platforms Mitchell M.

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 Technology 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 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 Technology Changing Customers U.S. Market Maturation 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 Technology Changing Customers U.S. Market Maturation Asset Management Industry 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 Power Shifting to Distributors Technology Losing Control of the Customer Greater Mobility of Assets Changing Customers U.S. Market Maturation Asset Management Industry Ubiquity of Products & Services Performance Transparency Price Transparency Commodization of the Mutual Fund Increased Competition Slower Organic Growth Increased Pressure On Margins 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 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 Quality Investment Manufacturing / Superior Performance 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 Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution 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 Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution 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.

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

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 RI 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.

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.

Our Old Branding Strategy Client Segment Organization Brand Proprietary Retail MSDW Advisors MSDW Family of Funds Proprietary Institutional MSDW Investment Mgmt. Miller Anderson & Sherrerd MSDW Institutional Funds MAS Funds Non-Proprietary Retail Van Kampen Investments Van Kampen Funds Non-Proprietary Institutional MSDW Investment Mgmt. Miller Anderson & Sherrerd Van Kampen Mgmt. Universal Funds MAS Funds Van Kampen Institutional Non-U.S. MSDW Investment Mgmt. 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 High Net Worth Full-Service Self-Service Proprietary Retail Broker-Dealers Investment Advisors Banks Non-Proprietary Retail Consultants Corporations Public Plans Institutional MAS MILLER ANDERSON & SHERRERD, LLP MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT 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 C O S T or t s W e v P In al u High d S i IA Indiv Net Worth Traditional ey l n a Broker St M IIS an g r o M up o Gr 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.

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.

Technology Technology Technology MILLER ANDERSON & SHERRERD, LLP MAS Technology Operations Operations Operations Operations Sales & Marketing Sales & Marketing Sales & Marketing Sales & Marketing Investments Investments Investments Investments MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT We Functionally Realigned 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 Investments Sales & Marketing Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution Operations Strong Brand Identity Technology Economies of Scale 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 Mutual Funds Hedge Funds Separately Managed Accounts Fund-of-Funds Retirement Services Defined Contribution Defined Benefit Consulting Advice Financial Planning Asset Allocation Services Other Transfer Agency Section 529 Plans Non-U.S. Funds Private Equity Trust Services Donor-Advised Fund Mutual Fund Wrap Programs Managed Futures Estate Planning Life Insurance Variable Annuities Real Estate Unit Investment Trusts 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 Morgan Stanley Funds Proprietary Institutional Morgan Stanley Institutional Funds Non-Proprietary Retail Van Kampen Investments Non-Proprietary Institutional TBD Non-U.S. 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.

Our New Distribution Approach Non-Proprietary Retail Proprietary Retail High Net Worth Broker-Dealers Investment Advisors Full-Service Banks Self-Service Institutional Consultants Corporations 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 Proprietary Retail High Net Worth Broker-Dealers Investment Advisors Full-Service Banks Self-Service Institutional Consultants Corporations 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 Investments Sales & Marketing Quality Investment Manufacturing / Superior Performance Multi-Tiered Distribution Operations Strong Brand Identity Technology Economies of Scale 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.

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.

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