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

Ubiquity of Products & Services

U.S. Market Maturation

Asset Management Industry

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.

Todays 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.

Tomorrows 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
Proprietary Retail

Organization
MSDW Advisors

Brand
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. MSDW Investment Mgmt.

Universal Funds MAS Funds Van Kampen Institutional Morgan Stanley Dean Witter

Non-U.S.

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 Broker-Dealers Consultants

Full-Service

Investment Advisors

Corporations

Self-Service

Banks

Public Plans

Proprietary Retail

Non-Proprietary Retail

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
Call Centers
eAdvice

High Net Worth Traditional Broker

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.

We Functionally Realigned
MORGAN STANLEY DEAN WITTER ASSET MANAGEMENT
Investments Technology Operations Sales & Marketing

Investments

Investments

Investments

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

Operations

Sales & Marketing

Technology

Operations

Sales & Marketing

Technology

Operations

Sales & Marketing

MAS

MILLER ANDERSON & SHERRERD, LLP

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 Operations

Quality Investment Manufacturing / Superior Performance

Multi-Tiered Distribution

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 Mutual Funds Separately Managed Accounts Non-U.S. Funds Mutual Fund Wrap Programs Variable Annuities Unit Investment Trusts

Alternative Investments Hedge Funds Fund-of-Funds

Retirement Services Defined Contribution Defined Benefit

Advice Financial Planning Asset Allocation Services Trust Services Estate Planning

Other Transfer Agency Section 529 Plans Donor-Advised Fund Life Insurance

Consulting Private Equity Managed Futures Real Estate

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
Proprietary Retail

Organization

Brand
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

Institutional
Consultants

Investment Advisors

Full-Service Banks Self-Service

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

Institutional
Consultants

Investment Advisors

Full-Service Banks Self-Service

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 Operations

Quality Investment Manufacturing / Superior Performance

Multi-Tiered Distribution

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 Cedar Rapids Jersey City Kansas City Milan Houston West Conshohocken Sydney New York London Mumbai Boston Hong Kong Singapore

Tokyo

Amsterdam

San Francisco

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