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Please see important disclosures on pages 1 and 2 and Appendix A IKB Credit Asset Management GmbH Presentation to Prospective Investors January 2007 Rhinebridge Plc This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein. It is not a solicitation of any offer to buy or sell any security, commodity or other financial instrument or to participate in any trading strategy. This is not a research report and was not prepared by the Morgan Stanley research department. It was prepared by Morgan Stanley sales, trading, banking or other non-research personnel. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Past performance is not necessarily a guide to future performance. Please see additional important information and qualifications at the end of this material.
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Page 1: Ikb Marketing Brochure PDF 000038548747

Please see important disclosures on pages 1 and 2 and Appendix A

IKB Credit Asset Management GmbHPresentation to Prospective Investors January 2007

Rhinebridge Plc

This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein. It is not a solicitation of any offer to buy or sell any security, commodity or other financial instrument or to participate in any trading strategy. This is not a research report and was not prepared by the Morgan Stanley research department. It was prepared by Morgan Stanley sales, trading, banking or other non-research personnel. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Past performance is not necessarily a guide to future performance. Please see additional important information and qualifications at the end of this material.

Page 2: Ikb Marketing Brochure PDF 000038548747

Please see important disclosures on pages 1 and 2 and Appendix A

Table of ContentsRhinebridge Plc

Section 1 Executive Summary

Section 2 Overview IKB AG and IKB CAM

Section 3 IKB CAM Investment Strategy

Section 4 Rhinebridge: Structure & Portfolio

Section 5 Scenario Analysis

Appendix A Risk Factors

Appendix B Biographies

Appendix C IKB Group Asset Management Experience

Appendix D Rhinebridge Systems

Appendix E ABCP and SIV Market Overview

Appendix F Currently Ramped Portfolio

Appendix G Contacts

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Please see important disclosures on pages 1 and 2 and Appendix A

Disclaimer and NoticeRhinebridge Plc

This material was prepared by sales, trading, banking or other non-research personnel of one of the following: Morgan Stanley & Co. Incorporated, Morgan Stanley & Co. International Limited, Morgan Stanley Japan Securities Co., Ltd, Morgan Stanley Capital Group Inc. and/or Morgan Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter “Morgan Stanley”). Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the Morgan Stanley fixed income or equity research department or others in the firm. This information is confidential and is being delivered to sophisticated prospective investors in order to assist them in determining whether they have an interest in the type of instruments described herein and is solely for internal use. This information is based on or derived from information generally available to the public that, as far as Morgan Stanley is aware, is the most recent information available. IKB Credit Asset Management GmbH (“IKB CAM”) will act as investment and funding manager solely pursuant to the terms of an investment and funding management agreement. QSR Management Limited (“QSR”) will act as administrative agent pursuant to the terms of an administrative advisory services agreement. The terms of these agreements may materially differ from the information included herein. No representation or warranty, express or implied, can be given with respect to the accuracy, completeness, correctness, sufficiency or usefulness of the information, or that any future offer of securities or instruments will conform to the terms hereof. This material has been prepared for information purposes only and is not a solicitation of any offer to buy or sell any security, commodity or instrument or related derivative (hereinafter “instrument”) or to participate in any trading strategy. Any such offer would be made only after a prospective participant had completed its own independent investigation of the instrument or trading strategy and received all information it required to make its own investment decision, including, where applicable, a review of any prospectus, prospectus supplement, offering circular or memorandum describing such instrument or trading strategy. That information would supersede this material and contain information not contained herein and to which prospective participants are referred. If this material is being distributed in connection with or in advance of the issuance of asset backed securities, information herein regarding any assets backing any such securities supersedes all prior information regarding such assets. All information in these materials with respect to any third party entity not affiliated with Morgan Stanley has been provided by, and is the sole responsibility of, such third party and has not been independently verified by Morgan Stanley or its affiliates or any other independent third party. We have no obligation to tell you when information herein is stale or may change. We make no express or implied representation or warranty with respect to the accuracy or completeness of this material, nor are we obligated to provide updated information on the instruments mentioned herein. Further, we disclaim any and all liability relating to this material.All information in respect of IKB CAM and its affiliates and other associated companies (including in the appendices hereto) has been provided by IKB CAM, which is authorised and regulated by the FSA to conduct designated investment business in the UK. All information in respect of QSR and its affiliates and other associated companies has been provided by QSR, which is authorised and regulated by the FSA to conduct designated investment business in the UK. Such information is the responsibility of IKB CAM or QSR (as applicable) and has not been verified by Morgan Stanley or any other independent third party.This material may have been prepared by or in conjunction with Morgan Stanley trading desks that may deal as principal in or own or act as market maker or liquidity provider for the instruments or issuers mentioned herein and may also seek to advise issuers of such instruments. Where you provide us with information relating to your order or proposed transaction ("Information"), we may use that Information to facilitate the execution of your orders or transactions, in managing our market making, other counterparty facilitation activities or otherwise in carrying out our legitimate business (which may include, but is not limited to, hedging a risk or otherwise limiting the risks to which we are exposed). Counterparty facilitation activities may include, without limitation, us taking a principal position in relation to providing counterparties with quotes or as part of the ongoing management of inventories used to facilitate counterparties. Where we commit our capital in relation to either ongoing management of inventories used to facilitate clients, or in relation to providing you with quotes we may make use of that information to enter into transactions that subsequently enable us to facilitate clients on terms that are competitive in the prevailing market conditions. Trading desk materials are not independent of the proprietary interests of Morgan Stanley, which may conflict with your interests. Morgan Stanley may also perform or seek to perform investment banking services for the issuers of instruments mentioned herein.Any securities referred to in this material may not have been registered under the U.S. Securities Act of 1933, as amended, and, if not, may not be offered or sold absent an exemption therefrom. In relation to any member state of the European Economic Area, a prospectus may not have been published pursuant to measures implementing the Prospectus Directive (2003/71/EC) and any securities referred to herein may not be offered in circumstances that would require such publication. Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, sale, exercise of rights or performance of obligations under any instrument or otherwise applicable to any transaction.The securities, commodities or other instruments (or related derivatives) discussed in this material may not be suitable for all investors. This material has been prepared and issued by Morgan Stanley for distribution to market professionals and institutional investor clients only. Other recipients should seek independent investment advice prior to making any investment decision based on this material. This material does not provide individually tailored investment advice or offer tax, regulatory, accounting or legal advice. Prior to entering into any proposed transaction, recipients should determine, in consultation with their own investment, legal, tax, regulatory and accounting advisors, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of the transaction. You should consider this material as only a single factor in making an investment decision.

1

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Disclaimer and Notice (cont’d)Rhinebridge Plc

Options are not for everyone. Before purchasing or writing options, investors should understand the nature and extent of their rights and obligations and be aware of the risks involved, including the risks pertaining to the business and financial condition of the issuer and the underlying instrument. A secondary market may not exist for certain of these instruments. For Morgan Stanley customers who are purchasing or writing exchange-traded options, please review the publication ‘Characteristics and Risks of Standardized Options,’ which is available from your account representative.The value of and income from investments may vary because of changes in interest rates, foreign exchange rates, default rates, prepayment rates, securities, prices of instruments, market indexes, operational or financial conditions of companies or other factors. There may be time limitations on the exercise of options or other rights in instruments (or related derivatives) transactions. Past performance is not necessarily a guide to future performance. Estimates of future performance are based on assumptions that may not be realized. Actual events may differ from those assumed and changes to any assumptions may have a material impact on any projections or estimates. Other events not taken into account may occur and may significantly affect the projections or estimates. Certain assumptions may have been made for modeling purposes only to simplify the presentation and/or calculation of any projections or estimates, and Morgan Stanley does not represent that any such assumptions will reflect actual future events or that all assumptions have been considered or stated. Accordingly, there can be no assurance that estimated returns or projections will be realized or that actual returns or performance results will not materially differ from those estimated herein. Some of the information contained in this document may be aggregated data of transactions executed by Morgan Stanley that has been compiled so as not to identify the underlying transactions of any particular customer.Notwithstanding anything herein to the contrary, Morgan Stanley and each recipient hereof agree that they (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This preliminary presentation may be distributed in the United States only to “qualified institutional buyers” (“QIBs”), as defined in Rule 144A of the Securities Act of 1933, as amended the (‘Securities Act”) or in the case of the Equity, to “accredited investors” (“Accredited Investors”) as defined under Rule 501(a) of the Securities Act who, in each case, are also “qualified purchasers” (“Qualified Purchasers”) within the meaning of Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended the (“Investment Company Act”). This communication is directed in the UK to those persons who are market counterparties or intermediate customers (as defined in the UK Financial Services Authority’s rules). In Japan, this communication is directed to the Qualified Institutional Investors as defined under the Securities Exchange Law of Japan and its ordinances thereunder. This information is being disseminated in Hong Kong by Morgan Stanley Dean Witter Asia Limited (which is regulated by the Securities and Futures Commission), in Singapore by Morgan Stanley Dean Witter Asia (Singapore) Pte. and in Japan by Morgan Stanley Japan Securities Co., Ltd. This communication is directed in Hong Kong to those persons who are "Professional Investors" (as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance. In Japan, this communication is directed to the Qualified Institutional Investors as defined under the Securities Exchange Law of Japan and its ordinances thereunder. This information has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this information and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of this security may not be circulated or distributed, nor may this security be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Any offering of this security in Singapore would be through Morgan Stanley Dean Witter Asia (Singapore) Pte, an entity regulated by the Monetary Authority of Singapore. This information is distributed in Australia by Morgan Stanley Dean Witter Australia Limited A.B.N. 67 003 734 576, holder of Australian financial services licence No. 233742, which accepts responsibility for its contents, and arranges for it to be provided to potential clients. In Australia, this report, and any access to it, is intended only for "wholesale clients" within the meaning of the Australian Corporations Act. "For additional information, research reports and important disclosures see https://secure.ms.com/servlet/cls. The trademarks and service marks contained herein are the property of their respective owners. Third-party data providers make no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data they provide and shall not have liability for any damages of any kind relating to such data.This material may not be sold or redistributed without the prior written consent of Morgan Stanley.

2

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Rhinebridge Plc

Section 1

Executive Summary

All information in this section is for discussion purposes only. The transaction is at a structuring phase and the actual structure of the transaction and characteristics of the offered securities may differ from these presented herein and Morgan Stanley shall be under no obligation to provide updates to this information.

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Executive Summary

Transaction Summary

3

Rhinebridge Plc

Transaction• This presentation discusses Rhinebridge Plc (“Rhinebridge”), a Structured Investment Vehicle managed by IKB

CAM, the asset management arm of IKB Deutsche Industriebank AG (“IKB AG”)

• Rhinebridge is targeting $2.5 Bn in ABS assets at the first close, comprising:

– HEL, ABS CDOs, RMBS, CMBS and Credit Cards

The Portfolio Manager• IKB AG, a leading credit manager in the German market

• IKB AG has over 50 years experience in long-term corporate finance

• Securitisation and CDO investments are an integral part of IKB AG’s business model

• IKB CAM is an experienced asset manager

– Over $23.9 Bn of assets under management

– Over $16.8 Bn of CLOs/CDOs launched and managed within IKB Group

– Over $5 Bn leveraged loans under management within IKB Group

• Vehicle breakdown: $15.1 Bn via Rhineland, an ABCP conduit, and $8.8 Bn on IKB AG’s balance sheet

Business Rationale for Rhinebridge• Rhinebridge will be the flagship vehicle in IKB CAM’s expansion into ABS asset management

• IKB CAM has hired an experienced ABS investment team to manage their direct ABS investments

– Leverages IKB’s experience and strong track record as a leading investor in CDOs

– Portfolio managers are able to access IKB CAM’s extensive ABS focused research capabilities and relationships

• IKB CAM has the commitment and support of the full spectrum of IKB AG’s resources

– HR, technology, analytical tools, infrastructure

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Executive Summary

Transaction Summary (cont’d)

4

Rhinebridge Plc

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

Rhinebridge is a Structured Investment Vehicle focused on High Grade ABS• The target launch size is $2.5 Bn with a medium-term target of $10 Bn

• Funding will be provided by a risk-adjusted combination of Senior Debt, comprising CP and MTNs, and Capital Notes

– Rhinebridge will issue Senior Capital Notes expected to be rated [Aaa], Mezzanine Capital Notes rated [A/A3] and unrated Junior Capital Notes as well as Combination Capital Notes rated [Baa2]

• Rhinebridge‘s capital requirements are calculated on a daily basis using rating agency approved capital matricesand the rating on the Capital Notes are confirmed on a weekly basis using a Monte Carlo simulation model

Rhinebridge: Focused Investment Strategy• Rhinebridge‘s focus will be on HEL, RMBS and CDO of ABS

• Rhinebridge initially invests in high grade ABS investments only

– Approximately 84% of the target portfolio at launch will be rated AAA and AA

– High grade ABS assets have displayed superior rating stability, lower expected default rates and higher expected recoveries compared to corporate credits

• IKB CAM targets high diversification across vintage, manager and collateral type

– Vintage diversity will be provided by inclusion of seasoned assets from IKB AG‘s balance sheet

• The HEL portion of the portfolio will be conservatively selected, reflecting IKB CAM’s investment philosophy

– Approximately 50% of the HEL in the initial portfolio will be harvested from the existing portfolio of seasoned positions held on IKB AG’s balance sheet

– IKB CAM believes that highly rated HEL ABS are very well enhanced and provide excellent liquidity, solid rating stability and low spread volatility

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Executive Summary

Rhinebridge OverviewRhinebridge Plc

5

• The majority of the capital structure is funded in the CP/MTN market

• Rhinebridge is designed to be an easily scalable investment vehicle

• Rhinebridge has been established with experienced partners– Morgan Stanley as

placement agent and structuring bank

– QSR as administrator

1. The rights of the holders of the Senior Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge, apart from Mezzanine and Junior Capital Note holders. The rights of the holders of the Mezzanine Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge, apart from the Junior Capital Note holders

2. The rights of the holders of the Junior Capital Notes are subordinated to the rights of all other creditors of, and any other claims against, Rhinebridge3. The structure and description are for illustrative purposes only and may not represent the final structure. The actual structure may vary from the above based on, inter alia, rating

agency requirements4. CP, MTN and Capital Notes will be issued into non-US jurisdictions via a special purpose vehicle (SPV) incorporated in Ireland (“Rhinebridge”). Another SPV incorporated in Delaware

(“Rhinebridge Finance LLC“) will co-issue CP and MTN and may co-issue Capital Notes alongside Rhinebridge into the US 5. Target rating, subject to rating agency confirmation6. Rating refers to payment of principal and interest of 1 month Libor plus 25 bps only

High Grade ABS Portfolio

$[2,500,000.000]

RMBSHEL

CDOsCMBS

Expected WARF: [25]

Interestand PrincipalCash-Inflows

Rhinebridge PLC

Liquidity Provider5 – 10 % of CP/MTN

QSRAdministrator

Hedge CounterpartiesTrusteeIssue & Paying AgentPlacement Agents

Mezzanine Capital Note 1,3,4 [A/A3]

Senior Capital Note 1,3,4,5 [Aaa]

Senior Debt [CP/MTN] [AAA/ Aaa orA1+/P-1] 3,4

Junior Capital Note 2,3,4 [NR]

Collateral Manager

IKB Credit Asset Management

Combination Capital Notes [Baa2] 6

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Executive SummaryRhinebridge Plc

Alignment of Interest and Co-Investment• IKB will co-invest in a substantial proportion of the Senior, Mezzanine and Junior Capital Notes

• IKB CAM is partially compensated through an incentive management fee of [20%] of excess spread

Strong support and sponsorship of IKB AG• IKB AG is a major German financial institution established in 1924 with a market capitalization of €2.59 Bn (as of

December 31, 2006) and rated Aa3/P-1 by Moody’s and A+/F1 by Fitch

• The performance of Rhinebridge managed by IKB CAM, the recently established investment management subsidiary of IKB AG, will have a strong reputational impact on the IKB Group

Experienced Management Team• IKB AG has more than 50 years of expertise in managing credit risk

• IKB AG has run a successful CP funded conduit since 2002, providing experience in managing a CP funded vehicle

• IKB CAM has recently expanded its management team by hiring ABS focused managers to run Rhinebridge

High Quality Portfolio and Cost-Effective Capital Structure• ABS focused portfolio with a minimum asset rating of A-/A3 at the time of purchase

• ABS assets backed by HELs are subject to AFC monitoring and hedging

• IKB CAM has strong product knowledge and long term experience in investing in CDO products

SIV Structure Offers Flexible and Cost Efficient Funding• Dynamic capital structure is sized using [7] capital haircut matrices and a Monte Carlo simulation model

• Rhinebridge is expected to be the first SIV to issue three tranches of Capital Notes including Senior Capital Notes with an expected rating of [Aaa], providing for low blended cost of funds

• Significant asset and funding flexibility ( e.g. CDS, repos, etc )

Rhinebridge - Key Strengths

6Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Section 2

Overview IKB AG and IKB CAM

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Overview IKB AG and IKB CAM

IKB AG – StrategyRhinebridge Plc

Focus • Focus on managing credit• Over 50 year‘s experience in long-term corporate finance• Clear focus on managing credit exposures• Securitisation and CDO investments are an integral part of the business

model

CompetitiveEdge

• High expertise in all fields of corporate finance (rating advisory, industry research)

• Outstanding and highly flexible business model• Strong and stable customer relations based on relationship banking• Market leader in long-term lending to the “Mittelstand“

ABS & InvestmentAdvisory

• Management of growth (capital) and risk• Structured investments as diversification, added value to P/L• Superior analytical tools• Comprehensive surveillance and monitoring processes• Market leading CDO evaluation and surveillance platform

IKB Group today:

• Credit manager with comprehensive originating power

• Leading participant in the European leveraged loan market

• Leading German securitisation platform for corporate assets (PROMISE)

• Significant and expanding structured credit asset manager

Strategy - Highlights

7Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB AG – Business PerformanceRhinebridge Plc Overview IKB AG and IKB CAM

• Over 50 years experience in long-term corporate finance

• Market leader in long-term lending in Germany (market share: 13 %)

• Loan volume: €38.6 Bn; balance sheet total: €48.7 Bn(as per September 30, 2006)

Source: IKB CAM

38.636.8

33.631.230.729.3

0

5

10

15

20

25

30

35

40

45

Mar 2002 Mar 2003 Mar 2004 Mar 2005 Mar 2006 Sep 2006

€ Bn

Loan Volume

Mutual Banks, 19%

Others 10%

IKB 13%

Large Commerical

Banks14.5%

Savings Banks 43.5%

Long-Term Loans to the Industrial Sector

Source: Deutsche Bundesbank, March 2006; Total volume: €74.5 billion

0

50

100

150

200

250

Apr/01

Jul/01

Oct/01

Jan/02

Apr/02

Jul/02

Oct/02

Jan/03

Apr/03

Jul/03

Oct/03

Jan/04

Apr/04

Jul/04

Oct/04

Jan/05

Apr/05

Jul/05

Oct/05

Jan/06

Apr/06

Jul/06

Oct/06

IKB

DAX

MDAX

Prime Banks

Share Performance – Outperformance of Peers

Source: Bloomberg, 1 April 2001 to 15 December 2006

8Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Profit Contribution by Business Division as of 30 September 2006

Corporate Clients33%

Structured Credit 29%

StructuredFinance (1)

29%

Real Estate Clients9%

Profitability and Profit DistributionRhinebridge Plc Overview IKB AG and IKB CAM

• Diversification of profit is a part of IKB AG’s key strategy

• Cost-income ratio in FY 2005/06: 38.2 %

• Operating profit in FY 2005/06 improved by 16% to €233 MM

• RoE before taxes: 21.4% (as per Sept 30, 2006)

• Ratings:– Moody’s Aa3/P-1 (stable

outlook)– Fitch A+/F1 (stable

outlook)

139

85

233201

181167

160

0

50

100

150

200

250

2001/02 2002/03 2003/04 2004/05 2005/06 H12006/07

Operating Profit – Growth Path Continued€MM

+63.4%

21.4%

18.8%16.4%15.6%15.0%15.0%

0%

5%

10%

15%

20%

25%

2001/02 2002/03 2003/04 2004/05 2005/06 H12006/07

RoE – Exceeding the 20% RoE Target on a 6-Month Basis (%)

+2.6%

9

Notes1. Structured Finance Assets: More than 50% generated internationally2. German GAAP3. Annualised

Process Diversification

(2) (2) (2)

(2) (2) (2)

(3)

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.Past performance is no guarantee of future results

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Overview IKB AG and IKB CAM

IKB – Securitisation UnitsRhinebridge Plc

10

IKB Deutsche Industriebank AG

IKB CAMDüsseldorf/London

Treasury and Financial Markets Advisor and Coordinator

IKB Fund ManagementLondon

IKB Capital CorporationNew York

IKB AGTreasury and Markets

equiNotesManagement GmbH

Structured CreditInvestments

EuropeanLeveraged Loan

BACCHUSPlatform

$1.6 Bn underManagement(1)

US LeveragedLoan PlatformBACCHUS US

$1.8 Bn underManagement(2)

Balance SheetSecuritisations for

IKB

$16 Bn Securitised

Hybrid CorporateCapital Platform

FORCE

$0.6 Bn(to be) Securitised

Advisory Board

IKB Group resources are available to support all units

Notes1. Including Warehouse2. Including Balance sheet

$23.9 Bn underManagement

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAM

IKB AG “Securitisation Universe”Rhinebridge Plc

Portfolio Management Approach

• Securitisation of loan risks in 7 synthetic and 4 cash CLO transactions totaling $16.8 Bn• Investments in international structured credit portfolios:

– $8.8 Bn of direct investments with IKB Bank AG– $15.1 Bn of assets under management via Rhineland conduit

• Securitisation objectives: – Release capital– Diversification of loan risks

by regions, sectors and rating-categories

– Improvement of profitability– Leverage of credit expertise

(since 2000)Corporates Structured Finance Real Estate

PROMISE-I Mob. 2005-1Start-Vol.: EUR 750 m

+ Repl.: EUR 950 m

Bacchus 2006-1EUR 400 m

Bacchus 2006-1EUR 400 MM

Private Equity

PROMISE-I Mob. 2005-2Start-Vol.:EUR 1.500 m

+ Repl.: EUR 2.000 m

Bacchus 2006-2EUR 410 m[execution]

Synthetic CLO

Cash CLO

PROMISE-I 2000-1Start-Vol.: EUR 2.500 m

+ Repl.: EUR 3.700 m

US-$ CLO*

US-$ 534 mFORCE 2005-1

EUR 370 m

?IFCMBS?EUR [1.000] m

[planned]

PROMISE-I 2000-1Start-Vol.: EUR 2.500 MMReplenishment: EUR 3.700 MM

US-$ CLOUS$ 534 MM

?IFCMBS?EUR [1.000] m

[planned]

IF CMBSEUR [800] MM

PROMISE-I 2002-1Start-Vol.: EUR 3.650 m

+ Repl.: EUR 6.000 m

SEAS 2005-1Start-Vol.: EUR 650 m

+ Repl.: EUR 1.170 m

FORCE 2006-1EUR [370] m

[planned]

FORCE 2006-1EUR [370] m

[planned]

?Bacchus IV?EUR [400] m

[planned]

?Bacchus IV?EUR [400] m

[planned]

Bacchus 2007-1EUR 400 MM

?Bacchus III (US)?EUR 400 m[execution]

PROMISE-I Mob. 2007-1EUR [1.000] m

[planned]

PROMISE-I Mob. 2007-1EUR [1.000] m

[planned]

PROMISE-I 2002-1Start-Vol.: EUR 3.650 MMReplenishment: EUR 6.000 MM

PROMISE-I Mob. 2005-1Start-Vol.: EUR 750 MMReplenishment: EUR 950 MM

PROMISE-I Mob. 2005-2Start-Vol.: EUR 1.500 MMReplenishment: EUR 2.000 MM

PROMISE-I Mob. 2006-1Start-Vol.: EUR 1.000 MMReplenishment: EUR 2.400 MM

SEAS 2005-1Start-Vol.: EUR 650 MMReplenishment: EUR 1.170 MM

Bacchus 2006-2EUR 410 MM

Bacchus (US) 2006-1EUR 400 MM

[in progress]

[planned]

[in progress]

Force 2005-1EUR 370 MM

Force 2006-1EUR [216.5] MM

[in progress]

11Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAMRhinebridge Plc

Evolutionary TimelineCorporate Milestones in IKB’s History

12

9/2006: Structured credit expertise concentrated in IKB CAM

19241924

Foundation 1930s1930s

Pioneeredlong-term lending domestically

1980s1980s

Starting cash flow lending (leveraged loans andproject finance)

Derivative business 20002000

First IKB Promise-1securitisation.Risk transfer: €2.5 Bn

20012001

Start: structured credit investmentswithin IKB AG 20022002

Foundation of Rhineland Funding

20062006

20032003

Assets under management > $10 Bn

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAM

IKB CAM – HighlightsRhinebridge Plc

Established Track Record

• Core competence in managing credit exposures (single names and portfoliobase)

• IKB CAM has successfully managed approximately $23.9 Bn of structured credit investments through difficult credit cycles

• Structured credit investments have performed well against market benchmarks

Accessto Collateral

• IKB CAM is one of the largest participants in primary CDO transactions with strong access to assets across vintages and asset classes

• IKB CAM investment team is comprised of 20 portfolio managers and analystsand 20 compliance, IT, legal and operations & surveillance staff

• Excellent coverage by more than 40 arranger banks and access to 50 topranking asset managers

Market-LeadingTechnology/Credit Process

• IKB CAM has one of the largest databases of CDO structures and performance • Market leading ABS/CDO evaluation and surveillance platform• As a member of IKB Group access to group-wide personnel, technology and

risk management ressources• Decision making process based on IKB‘s long standing experience with all

types of structured credit and ABS investments

IKB CAM Highlights

13Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAM

IKB CAM Assets Under ManagementGrowth

Rhinebridge Plc

• Total assets under management as of 31 December 2006 –$23.9 Bn

14

• IKB CAM is responsible for the management of the Rhineland conduit, IKB AG Direct Investments and other third party funds

• Clear path of growth shows the high degree of commitment

• Rhinebridge provides IKB CAM with an ideal opportunity to further leverage its core structured credit competences

2.2

5.87.6 8.6

12.2

15.1 15.5

0.9

2.6

4.2

6.8

9.0

8.8

12.6

3.1

8.4

11.8

15.3

21.2

23.9

28.2

0

5

10

15

20

25

30

March 02 March 03 March 04 March 05 March 06 December 06 March 07 (Projected)

IKB AG and CAM as an Investment Advisor for Rhineland

IKB AG Direct and other 3rd party Investments

(USD Bn)

Assets Under Management

Overview

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAM

Experienced Management Team Rhinebridge Plc

15

Michael BraunHead of Treasury and Investment Adviser

ResearchNeil Ryan

Director, Head of IKB CAM London Branch

Credit Analysis

Ute Wissing

Portfolio Investments

Uta Kubis

JörgZimmermann

Andrea Aniol

Hanna Berglund

Markus Dziemba

Oliver Backmann

Holger Rabelt

Dr. Peter Scheffel

Andre Vinke

Hubert Langer

Legal/ Structuring

Surveillance

Michael Pinkus

Thomas Schirmer

Olga Krainuchenko

IT/Systems

Odo Maletzki

Gerhard Jordan

Dieter Prowaznik

Sascha Busse

Portfolio Management

JuliaHubertus

TBA

Doris Rimpler

Ralf Behrendt

Dr. Oliver Annen

Kai Uwe Neeb

Heike Staudacher

Jens Kersting

Winfried Reinke (CIO), Dr. Frank LehrbassManaging Directors

TBA

Alexander Lanin

Volker de Haan, CFA (ABS)

Neil Ryan

Quantitative Research

Operations & Surveillance

Funding & Risk Management

Dr. Thomas Wölwer (CDO)

Wolfgang Bathis(ABS)

Christian RohdeWolfgang Bathis

Rhinebridge Dedicated Personnel

Dr. Klaus Dieter Bauknecht

Jens Wildermuth

HendrikWalloch

Daniel Kluge

TBA

TBA

Dr. Klaus Dieter Bauknecht

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Overview IKB AG and IKB CAM

Rhinebridge: Experienced Investment TeamRhinebridge Plc

16

• The IKB CAM investment team is comprised of 20 dedicated portfolio managers and analysts with experience across disciplines including CDOs, HEL, RMBS, CMBS, and computer and math sciences

• Senior members of IKB CAM’s investment team have worked together for over 6 years• IKB CAM employs 20 people in legal, compliance, IT, mid-office and other support functions• Knowledge is also drawn from other team members and the wider IKB CAM team• Investment decisions follow a detailed investment process• Portfolio managers specialise in a number of asset classes and portfolio strategies

Experience of Key Investment Professionals Winfried Reinke 29 years treasury and structured credit experience at Citigroup, DG Bank, IKB AG and IKB International Luxembourg

S.A. Dr. Frank Lehrbass 12 years credit portfolio management, treasury, trading and derivatives experience at West LB and DG Hyp

Michael Braun 28 years treasury and ABS experience at IKB AG Düsseldorf and IKB International Luxembourg S.A.

Neil Ryan 17 years experience in ABS and credit markets at Abbey National, Lehman Brothers, BW Bank Ireland and NASPA

Dublin Volker de Haan, CFA 10 years as Investment Manager at African Development Bank, Allianz Asset Management and Dresdner Kleinwort

Dr. Thomas Wölwer 10 years of experience in ABS/CDOs structuring and banking at Dresdner Kleinwort, KPMG Consulting and Deutsche

Bank Wolfgang Bathis 17 years of credit and RMBS experience at HVB, Helaba and IKB International Luxembourg S.A.

Dr. Klaus Dieter Bauknecht

7 years of investment and quantitative research experience at the National Treasury of South Africa and ING Barings

Holger Rabelt

13 years of experience in credit and ABS analysis at Dresdner Bank AG Frankfurt / Luxembourg and IKB AG

Overview

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Section 3

IKB CAM Investment Strategy

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Strong Analytical and Research Capabilities

Rhinebridge Plc IKB CAM Investment Strategy

The Specific IKB CAM Approach

17

• Competitive advantage through in-depth analysis of collateral, structure and management/servicing characteristics

• IKB CAM provides one of the largestdatabases for CDO & ABS structures and manager/servicer assessments

• In-house model tracks over 1300 structuredcredit investments

• Data enables efficient tracking, analyzing and benchmarking of deals

• Sophisticated surveillance of collateral, structural and manager/servicer performance

• Careful review of all documentation of eachtransaction including event of default, tax implications and control issues

• Access to issuers, servicers, managers and arrangers

• Excellent coverage relationships assist in achieving favourable allocations

• Strong customer service from the “street“

• Involved in restructuring and re-ratingtransactions

• Constant contact with CDO managers to discuss deal performance and tradingstrategies

• Extensive and frequent rating agencycontacts & dialogues

In-Depth Analysis Market Access

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB CAM Investment Strategy

IKB CAM Investment ProcessRhinebridge Plc

IKB CAM’s Investment Process

• Fundamental and macroeconomic research– Sector allocation– Evaluation of managers,

originators and servicers– Guidelines

• Investment analysis– Quantitative and qualitative

analysis– Stress structure– Analyse underlying pools

• Investment recommendation and decision

Structured Credit Investment Process

Investment and Credit Policy

Macroeconomic Research

Sector Allocation/Yield Curve/Duration

Credit and SecurityAnalysis

Relative Value

Portfolio Construction

Risk Analysis

Top Down Analysis

Bottom Up Analysis

18Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB CAM Investment Strategy

Fundamental Top-Down and Bottom-Up AnalysisRhinebridge Plc

• IKB CAM’s market experience allows for a streamlined and efficient collateral selection process

• Providing macro-economic information

• Compare portfolioagainst macro-economic trends

• Evaluate Manager‘sability to incorporatemacro-economic trendsinto investmentdecisions

• Fundamental creditworthiness of asset class

• Issuer and servicerperformance evaluation

Macroeconomic Research

Pool and Collateral Analysis

• Obligor credit quality– Prime/subprime– FICO, LTVs– Averages &

distribution

• Asset characteristics– Term & amortisation– Seasoning– I/O, ARMs, NegAM

• Underwriting standards

• Diversification

• Leverage

• Historical performance– Delinquencies– Defaults– Recovery rates

Structure & Cash Flow Analysis

• Structural features (OC,IC, interest diversion)

• Pay-down (turbos, sequential, pro rata)

• Best tranche on a relative value basis

• Credit enhancement– Internal vs. external

• Cash flow modelling

• Stress testing– Losses– Delinquencies– Interest rate/AFC

risk

Manager and Qualitative Analysis

• Manager or servicerreview– Track record– Staffing– Alignment of

interests– Systems/tools– Historic performance

• Legal/documentation

• Outside due diligenceby credit research

• Detailed write-ups on asset managers orservicers available

19Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB CAM Investment Strategy

IKB CAM Portfolio Manager Rating SystemRhinebridge Plc

Rating Portfolio-Manager

Portfolio-Manager´sOverall Rating

Portfolio Manager Rating System

20

Qualitative Rating• Measurement of 7 factors (soft facts) to assess a

manager´s capabilities/expertise • Frequent onsite manager due diligence

Quantitative Rating• Measurement of pool-performance by means of

Moody´s WARF and adjusted annual loss/gain of OC-ratio

• Comparison of all transactions publicly rated by Moody´s per asset class and vintage

• Merging of qualitative and quantitative ratings as well as macro econometric perspectives to assess a portfolio manager´s overall rating

Rating Portfolio-Manager

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB CAM Investment StrategyRhinebridge Plc

Initial Analysis – Key Principles:• Overall asset selection is within strict parameters defined by the Rating Agencies in the transaction termsheet

described in the final offering memorandum• Macro-perspective on various markets is developed by IKB CAM’s research department • Each transaction is individually considered with a deal by deal write-up by IKB CAM• Servicer/manager selection :

– HEL assets are filtered with a specific emphasis on servicer selection– CDO managers are fully analysed with due diligence carried out by IKB CAM through site visits and annual

meetings• Pool analysis :

– A HEL’s underlying pool is analysed using servicer specific curves in INTEX for stress testing according to key internally developed ratios

– CDO pools are examined with a drill down to underlying assets and stress testing of the underlying asset pools• Relative value :

– Assets are compared in terms of their relative value vis-à-vis peers and individual pool characteristics– Asset classes are compared according to spread development and potential

Monitoring• Weekly mark to market of the entire portfolio (bid side) prepared by QSR and sent to the Rating Agencies

• Measurement and monitoring of underlying Available Funds Cap risk within HEL portfolio is captured and managed within limits agreed with the Rating Agencies

• The CPR of the portfolio is captured on a macro and micro basis within the portfolio pool based on reporting monthly or quarterly reporting periods

• Individual reviews of each trustee report with comparison to initial transaction expectation and key tests as soon as it is published

Analysis and Monitoring

21Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Section 4

Rhinebridge: Structure & Portfolio

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Rhinebridge: Structure & Portfolio

Rhinebridge Structure and Target Portfolio SummaryRhinebridge Plc

22

Structural Features 1

• Rhinebridge is a Structured Investment Vehicle managed by IKB CAM London Branch

• 3 series of Capital Notes issued• Dynamic capital structure, reflecting changes in the

portfolio composition• Customized maturity of Capital Notes• ABS and CDO focused SIV• QSR is third party administrator

Initial Target Portfolio

• Expected to be $[2.50] Bn at closing• Weighted average life: [4.65] years• WARF: [24.7] Aa2/Aa3• Weighted average gross spread: [32] bps• Seasoned assets: [35%] purchased from IKB AG’s

existing portfolios

Indicative Capital Structure 1 (Based on Target Portfolio) Percentage Rating Maturity Senior Capital Notes [2.0-3.5]% [Aaa] Variable

Mezzanine Capital Notes [4.5-6.0]% [A/A3] Variable

Junior Capital Notes [1.0]% [NR] 10 years

Combination Capital Notes [NA] [Baa2]2 10 years

Target Portfolio Composition Category (%) AAA AA A Total CDO 17.50 2.50 2.50 22.50

CMBS 6.50 5.00 2.50 14.00

HEL 25.00 15.00 10.00 50.00

RMBS 9.50 2.00 1.00 12.50

Credit Cards 1.00 - - 1.00

Total 59.50 24.50 16.00 100.00

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

1. This structure is for illustrative purposes only and may not represent the final structure. Actual structure may vary from the above based on then-current market conditions and other factors2. Rating refers to payment of principal and interest of 1 month Libor plus 25 bps only

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Rhinebridge: Structure & Portfolio

Target Portfolio Composition

23

HEL• The HEL portion of the currently ramped-up portfolio maintains a conservative approach towards the current

market environment

– Majority of the AAA rated HELs purchased during the ramp-up phase with the benefit of current higher levels of credit enhancement from the rating agencies

– Majority of the initial AA and A rated HELs selected from the existing portfolio of seasoned AA and A ratedHEL currently held on IKB AG’s balance sheet

• Both parts of this portfolio have been sourced by applying the experience that IKB CAM has through its in-depth involvement in, and knowledge of, the US HEL market which has been developed to support a look through analysis into IKB Group’s CDO of ABS portfolio managed by IKB CAM

• IKB CAM’s research department also provides insight into servicer and asset selection from a macro and name specific perspective

CDOs• IKB CAM has developed a leading position in the structured finance market through its innovative application of

rigorous selection methodologies to the CDO market

• Rhinebridge has access to both the assets held on IKB Group’s books and the benefit of the experienced personnel involved in this business for IKB AG

CMBS/RMBS• Asset selection has been concentrated on liquid, AAA rated new issue assets that maintain the focused credit

selection approach

Corporate/Financial Institution• Option to invest in corporate and/or financial institution securities post closing, but no allocation in the initial

target portfolio

The portfolio can be broken down into four parts built on IKB CAM’s overall credit strategy while also underlining IKB AG’s commitment to this transaction

Rhinebridge Plc

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge: Structure & Portfolio

Portfolio ParametersExpected, Eligible and Operational Limits

Rhinebridge Plc

24

1. In cases where multiple portfolio parameter limits are breaching, the increased capital requirements shall depend on the nature and severity of such breaches and may be less than the sum ofthe increased capital charges that would result if each portfolio parameter test breached independently

2. Portfolio characteristics described are indicative and subject to change and may be amended post launch subject to rating agency consent3. Exceptional concentration limits are applicable only to monolines, mastertrusts and government agency investments or other investment types with rating agency approval. Any other

investment types are subject to normal single obligor concentration limits4. Assets rated below A-/A3 cannot be purchased into the portfolio. Credit slippage post purchase may result in the portfolio including asset rated below A-/A3

Maximum Sector Exposure2 % of Portfolio

Eligible Limit

Operational Limit

CDO 40% 35%

CMBS 50% 40%

Consumer ABS 60% 50%

- Credit Cards 30% 25%

- Auto Loans 30% 25%

- Student Loans 40% 35%

RMBS 70% 65%

-Prime RMBS 50% 40%

- HELs 70% 65%

- Monoline Guaranteed RMBS

30% 25%

Corporate 10% 5%

Financial Institution 10% 5%

Maximum Single Obligor Exposure2,3,4

Point of Purchase Ongoing

% of Portfolio

Normal Operational

Limit

Exceptional Operational

Limit

Normal Operational

Limit

Exceptional Operational

Limit Overall 4.0% 8.0% 4.0% 8.0%

AAA 4.0% 8.0% 4.0% 8.0%

AA 2.0% 4.0% 4.0% 8.0%

A 0.5% 1.0% 2.0% 4.0%

BBB3 NR NR 0.5% 1.0%

BB3 NR NR NR NR

Minimum Rating Category Exposure2,4

% of Portfolio

Eligible Limit

Operational Limit

AAA & Cash Equivalents

40% 50%

AA to AAA 60% 75%

A to AAA 80% 90%

BBB to AAA3 85% 95%

BB to AAA3 90% 100%

Portfolio Limits Max (%)

Maximum % of Investments with WAL greater than [12] years 5.0%

Maximum Investment Portfolio Weighted Average Life at Point of

Purchase (in years) 7.0

Maximum % Non-U.S.$ Denominated Assets 25.0%

Maximum % Fixed Rate Securities 10.0%

Maximum Servicer Exposure (Eligible Limit) 15.0%

Maximum % of Portfolio not Publicly Rated (or credit estimated)

by Moody’s & S&P 10.0%

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Capital Matrices and Simulation Model1Rhinebridge Plc

25

• Capital requirements will be calculated using dynamic rating agency approved Capital Matrices and a Simulation Model, both of which will be based on historic spread data analysis

– Capital requirements are a function of the portfolio composition and the asset/liability mismatch

• Capital Matrices – will be utilised to assign minimum Restricted Investments and Restricted Funding Capital

– Capital matrices calculate capital on an asset by asset basis, as a function of asset weighted average life, rating and ABS industry

– Seven ABS industry category specific matrices replace the ‘one size fits all’ approach of traditional SIV capital matrices

– These capital matrices are derived by analysing historical spread data for each asset class. For instance, for S&P, the calculations use 3 times historical spread standard deviation plus an additional penalty

– For example, the S&P capital requirement for a 5 year AAA CMBS is 5.42%. This capital buffer is sufficient to absorb approximately 118 basis points of spread widening in contrast to worst case one week AAA CMBS spread movement since 12th July 1996 is 302

– Capital matrices have been set by the rating agencies to be consistent with those used by existing SIVs

– Total rating agency capital requirement is the sum of all asset and hedge counterparty capital requirements and other components as agreed with the rating agencies

• Simulation Model – Calculates the Senior Capital Note and Mezzanine Capital Note Buffer

– The simulation model uses a combination of historical spread data and rating transition matrices agreed on with the rating agencies to simulate asset performance and imply capital requirements and defeasance probabilities

– The model utilises a Monte Carlo simulation: it simulates a large number of paths and considers the distribution of results in order to imply the rating of the Senior Capital Notes and the Mezzanine Capital Notes

– Use of the simulation model for rating Senior Capital Notes and Mezzanine Capital Notes has been agreed with S&P and Moody’s. The model runs 100,000 simulations on a weekly basis to reconfirm the rating of the Senior Capital Notes and Mezzanine Capital Notes

– The simulation model is an additional risk management tool available to the portfolio manager which, in contrast to traditional capital matrices, allows consideration of the effects of both spread and rating correlation

– Rhinebridge is one of a limited number of SIV managers utilising a simulation model

1. The final terms and conditions of the transaction may differ from those presented above. Investors should refer to the offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon then-current market conditions and other factors2. Morgan Stanley calculated data

Rhinebridge: Structure & Portfolio

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Rhinebridge: Structure & Portfolio

Capital Requirement Composition Rhinebridge Plc

26

• The total capital requirement can be decomposed into five incremental components– The impact of breaching each of these components imposes different constraints on the vehicle– In the simplified example below, we show average portfolio spread widening that approximates the widening that

would be required to reduce portfolio value by an amount equal to each component of capital

1. In a simplified example, assuming an asset pool with a [3.1] year duration, initially at par with no downgrades or defaults, it will require average spreads to instantaneously widen by approximately the given amounts to reduce the portfolio value by an amount equal to the relevant components of the capital requirements2. Example spread widening buffers are cumulative reading downwards from voluntary buffer3. The Restricted Investments capital requirement and the Restricted Funding capital requirement are defined by the Minor and Major Capital Adequacy Tests. The simplified example above examines the triggers and implications of failing the Minor or Major Capital Adequacy Tests. There are other causes of the vehicle entering Restricted Investments or Restricted Funding (e.g. failure of other tests, including downgrade of the Senior Capital Notes and the Mezzanine Capital Notes below predetermined levels) which in certain circumstances could cause the vehicle to enter such operating states with lesser degrees of spread widening. However, such other tests have not been considered in this example

Capital Requirement Components – Hypothetical Example

Implications if requirements are breached:

Voluntary Buffer:• None, buffer designed to absorb market value fluctuations

Senior Capital Note Buffer:• Loss of the “Aaa” expected rating of the Senior Capital Notes and may consequently impact the Combination Capital Notes

Mezzanine Capital Note Buffer:• Loss of the “A/A3” rating of the Mezzanine Capital Notes and may consequently impact the Combination Capital Notes

Restricted Investments Capital3:•Vehicle enters Restricted Investments, which imposes several constraints on the vehicle, including restricting purchases of new investments, (except for investment switches into higher quality assets)

Restricted Funding Capital3:• Vehicle enters Restricted Funding, which imposes several constraints on the vehicle including restricting purchases of new investments (except risk free investments) and issuance of new Senior Debtobligations

Restricted Investments

Capital

RestrictedFundingCapital

Mezzanine CapitalNote Buffer

Voluntary Buffer

Cumulative Spread W

idening1,2

Cumulative Capital

Senior Notes

SCNs

MCNs

JCNs

Senior CapitalNote Buffer

1.25%

4.75%

2.0%

0.5%

0.5%

40 bps

153 bps

65 bps

16 bps

16 bps

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RhinebridgeBuilding a Funding Franchise

Rhinebridge Plc

• Recent ABCP spreads have been more stable than ABS asset spreads

• In order to minimise funding costs, Rhinebridge will launch the programme at a critical mass

Rhinebridge: Structure & Portfolio

Funding Highlights

• Rhinebridge expected to fund at sub-Libor levels through A-1+/P-1 US and Euro CP and AAA/Aaa US and Euro MTN 1

• Significant funding advantages through accessing the historically low cost and stable CP and MTN markets

• Broad investor base plus the MTN funding source reduce potential re-financing risk

• Morgan Stanley 2 and initially [3] other dealers will act as Senior Note dealers in the Senior Notes programmes

• Morgan Stanley 2 will act as Senior Capital Note, Mezzanine Capital Note and Junior Capital Note dealer

Source Bloomberg, the British Bankers Association and Morgan Stanley

(40)

(20)

0

20

40

60

80

100

120

Feb-02 May-02 Aug-02 Nov-02 Feb-03 May-03 Aug-03 Nov-03 Feb-04 May-04 Aug-04 Nov-04 Feb-05 May-05 Aug-05 Nov-05 Feb-06 May-06 Aug-06

30-Day A-1/P-1 ABCP vs. 1month Libor 30-Day A-1+/P-1 ABCP vs. 1month Libor AAA CDOs AA CDOs

Weekly ABCP/LIBOR and CDO Spreads 3

Basis Points

27

1. US CP and US MTNs will be co-issued 2. Morgan Stanley & Co. International Limited and Morgan Stanley & Co Incorporated3. Volatility of spreads - 30-Day A-1/P-1 ABCP: 1.87 bps (since 1/02/2002), 30-Day A-1+/P-1 ABCP: 1.68 bps (since 1/02/2002), AAA CDOs: 11.36 bps, AA

CDOs: 21.41 bpsSource: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Hedging and LiquidityRhinebridge Plc

28

• Hedging 1

– Active hedging strategy is intended to significantly reduce market risk with respect to interest rate and currency movements

– Required daily compliance with rating agency interest rate and foreign exchange sensitivity tests

– Hedging and monitoring strategy agreed with the rating agencies to offset the available funds cap risk in HELsand other similar ABS products

• Liquidity

– The key purpose of liquidity is to cover short term funding interruptions as a result of market events such as “9/11”

– Rhinebridge has a range of options which help to minimise such ‘re-financing risk’ (the risk of failing to refinance short-term liabilities):

– Rhinebridge is expected to have a A-1+/P1 counterparty rating

– Access to a combination of liquidity sources including:

– extendable commercial paper

– committed repos

– puttable assets

– breakable deposits

– highly liquid asset portfolio

1. Rhinebridge is intending to enter into hedging agreements with multiple rating agency approved hedging counterparties to help ensure competitive execution. Morgan Stanley & Co International Limited or any of its affiliates or related companies may act as counterparty. Payments to hedge counterparties will rank senior to payments in respect of the Capital Notes

Rhinebridge: Structure & Portfolio

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge: Structure & Portfolio

RhinebridgeAdministration, Surveillance & Reporting

Rhinebridge Plc

Administration Responsibilities That Will be Undertaken by QSR 2 Trade Modelling Modelling of all asset, liability and derivative trades

Liability Management Execution of daily issuance of senior debt under four programs (US CP/MTN and Euro CP/MTN)2

Market Risk Management Management of interest rate and currency risk on a trade by trade basis

Rating Agency Reporting Daily production of rating agency reporting confirming compliance with tests relating to diversification, capital allocation and liquidity

Accounting Production of daily P&L, monthly management accounts and support to external audit process

Back Office/Settlements Comprehensive settlement, position tracking and cash management services

Investor reporting Management of dedicated web pages providing timely and accurate portfolio information for investors

Systems Access to EnSIS®, a proprietary risk management and reporting system, designed in-house for the management of structured finance vehicles

QSR as SIV Administrator 1

• QSR is a UK based, wholly-owned subsidiary of The Bank of New York (“BNY”)1

• The Bank of New York acquired QSR as an operating platform in July 2002, involving the transfer of an experienced management team, personnel and systems 1

• QSR is an experienced SIV and conduit administrator since 1996

• Currently QSR provides administrative and treasury services to three SIVs, four SIV-lite vehicles, six conduits and seven asset purchasing vehicles

Monitoring and Reporting

• QSR will mark to market all Rhinebridge’s positions on a daily 2 basis, deliver reports to rating agencies weekly and have regular reviews conducted by an external auditor

• Rating agencies will monitor Rhinebridge’s counterparty and Capital Note ratings on an ongoing basis

• Simulation model will be run weekly by Rhinebridge to monitor stability of Senior Capital Notes and Mezzanine Capital Note ratings

Source QSR (December 06) – for illustration purposes only

29

1. QSR, December 062. QSR shall attempt to source asset valuations weekly, or more frequently if directed by the rating agencies3. Senior Debt (CP and MTNs) will be issued via a Co-issuance structure

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Section 5

Scenario Analysis

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Scenario Analysis

Hypothetical Returns Analysis1,2,3Junior Capital Notes

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30

• Base case IRR of 12.1%1,2,3,4,5,6

• Spread to Libor equivalent of 6.30%1,2,3,4,5,6,9

Hypothetical Junior Capital Note Returns Assuming Portfolio Grows to $15 Bn 1,2,3,4,5,6,7,8

Normalised Asset Spread Normalised9 Weighted Average Spread on Senior & Mezzanine Capital Notes

65 bps 75 bps 85 bps

10.2% 9.8% 9.4%

11.2% 10.8% 10.4%

12.8% 12.4% 12.0%

14.3% 13.9% 13.5%

15.2% 14.8% 14.4%

Hypothetical Junior Capital Note Returns Assuming Portfolio Grows to $10 Bn1,2,3,4,5,6,7,8

Normalised Asset Spread Normalised9 Weighted Average Spread on Senior & Mezzanine Capital Notes

65 bps 75 bps 85 bps

9.9% 9.5% 9.0%

10.9% 10.5% 10.1%

12.5% 12.1% 11.6%

14.0% 13.6% 13.2%

14.9% 14.5% 14.1%

27.0bps

29.5bps

Base Case: 32.0bps

34.5bps

37.0bps

1. This structure is for illustrative purposes only and may not represent the final structure. The final structure of the transaction may differ from those presented above. Investors should refer to the offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon then-current market conditions and other factors

2. Based on hypothetical structure and other assumptions. Please see “Assumptions Applicable to Return Scenario Analysis” page for more details on the assumptions3. Based on a varying spread and portfolio assumptions4. Based on the forward Libor curve, US Dollar 3 month Libor and forward curve as of 11 January 20075. Shows expected return of Junior Capital Notes invested at the closing date6. Calculated as an annualised IRR of the cash flows received, assuming repayment of principal at year 107. The Senior and Mezzanine Capital Notes weighted average spread is assumed to be initially 75 bps on April 2007, and will then either increase or decrease at a rate of 0.5 bps per quarter to

the normalised spread shown in the tables8. The portfolio spread is assumed to be initially 32bps on April 2007, and will then either increase or decrease at a rate of 0.25bps per quarter to the normalised spread shown in the tables9. Spread to Libor is calculated as the spread to Libor, which when used as a discount rate in each period would result in the present value of the expected cash flows of the relevant Capital

Notes having a value of par

27.0bps

29.5bps

Base Case: 32.0bps

34.5bps

37.0bps

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Scenario Analysis

Hypothetical Returns Analysis1,2,3Combination Capital Notes

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31

• Traditional single tranche SIV capital note investment can be replicated using combination note technology

• Combination Capital Notes will contain Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes in proportion approximately equal to the expected long-term structure

• Base case IRR of 7.1%1,2,3,4,5,6,10

• Spread to Libor equivalent of 1.7%1,2,3,4,5,6,9,10

Hypothetical Combination Capital Note Returns Assuming Portfolio Grows to $15 Bn1,2,3,4,5,6,7,8,10,11

Normalised Asset Spread Normalised9 Spread on Senior & Mezzanine Capital Notes

6.9% 6.9% 6.8%

7.0% 7.0% 6.9%

7.2% 7.2% 7.1%

7.4% 7.3% 7.3%

7.5% 7.5% 7.4%

Hypothetical Combination Capital Note Returns Assuming Portfolio Grows to $10 Bn1,2,3,4,5,6,7,8,10,11

Normalised Asset Spread Normalised9 Spread on Senior & Mezzanine Capital Notes

6.8% 6.8% 6.8%

7.0% 6.9% 6.9%

7.2% 7.1% 7.1%

7.3% 7.3% 7.3%

7.5% 7.4% 7.4%

65 bps 75 bps 85 bps

65 bps 75 bps 85 bps

1. This structure is for illustrative purposes only and may not represent the final structure. The final structure of the transaction may differ from those presented above. Investors should refer to the offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon the then-current market conditions and other factors

2. Based on hypothetical structure and other assumptions. Please see “Assumptions Applicable to Return Scenario Analysis” page for more details on the assumptions3. Based on a varying spread and portfolio assumptions4. Based on the forward Libor curve, US Dollar 3 month Libor and forward curve as of 11 January 20075. Shows expected return of Junior Capital Notes invested at the closing date6. Calculated as an annualised IRR of the cash flows received, assuming repayment of principal at year 107. The Senior and Mezzanine Capital Notes weighted average spread is assumed to be initially 75 bps on April 2007, and will then either increase or decrease at a rate of 0.5 bps per quarter to

the normalised spread shown in the tables8. The portfolio spread is assumed to be initially 32bps on April 2007, and will then either increase or decrease at a rate of 0.25bps per quarter to the normalised spread shown in the tables9. Spread to Libor is calculated as the spread to Libor, which when used as a discount rate in each period would result in the present value of the expected cash flows of the relevant Capital

Notes having a value of par10. Assumes, in all cases, the Senior Capital Note component of the Combination Capital Note receives a coupon of LIBOR + 45 bps and the Mezzanine Capital Note component of the

Combination Capital Note receives a coupon of LIBOR + 145 bps11. Assumes, in all cases, a JCN:MCN:SCN ratio of 1 : 5.33 : 2.67

27.0bps

29.5bps

Base Case: 32.0bps

34.5bps

37.0bps

27.0bps

29.5bps

Base Case: 32.0bps

34.5bps

37.0bps

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Notes General The analyses are for illustrative purposes only. They are based on an assumed sample portfolio of asset-backed securities, purchased at an assumed price, and incorporate various other assumptions

as outlined herein. There can be no assurance that the actual terms on which assets in any proposed transaction will be purchased or sold will be consistent with the assumptions incorporated in the

analyses or that any portfolio underlying the transaction will experience similar defaults, delays on interest or principal payments on the underlying assets or spread widening. Actual default rates,

recoveries on assets, interest rates, asset values and other factors may materially differ from the assumptions thereto set forth herein. Investors should read the information in the Offering Memorandum

relating to the Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes in its entirety including the description of risk factors and investment considerations contained therein prior to

making a decision to invest in the Senior Capital Notes, Mezzanine Capital Notes or Junior Capital Notes

1) Base case average net asset spread is assumed to be initially 32 bps and will reach the normalized spread at a rate of 0.25 bps per quarter (base case assumes constant asset spread)

2) Expenses are paid on each payment date and are assumed to be on average approximately $2.40 MM per year for 10 years (which includes the amortisation of initial structuring fees paid to Morgan

Stanley & Co. International Limited and other upfront costs). Initial Capital Note distribution fees are taken upfront, while ongoing distribution fees are spread over a period of a year when they are

incurred and average $1.28 MM per year. Variable costs are assumed to be on average approximately to 3.97 bps running per annum on the outstanding assets balance at the beginning of each quarter

(which includes administrative fees paid to QSR). This assumes amortization of all upfront costs over 10 years

3) The analyses assume the portfolio growth path of $750MM per quarter until the transaction reaches $10Bn (for the base case) or $15Bn

4) Junior Capital Notes are assumed to be raised as follows: $29.0 MM on Day 1, and additional amounts raised in minimum of $1 MM installments. The amount of Senior Capital Notes and Mezzanine

Capital Notes outstanding at any period is the total Capital Notes amount, as defined in assumption 15, less the Junior Capital Notes amount, split in the MCN:SCN ratio of 2:1. The amount of Senior

Notes outstanding at any point in time will be equal to the total notional of the issued Notes less the amount of outstanding Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes.

Immediately post issuance of the additional amounts of Junior Capital Notes, the leverage available to Junior Capital Note holders is reduced.

5) Assumes a maximum of 91.0% Senior Notes are issued at an assumed starting all-in cost of LIBOR + 0.7 bps post dealer fees and liquidity costs (which includes fees paid to Morgan Stanley & Co.

International Limited as one of the lead CP placement agents). This all-in cost is assumed to decrease to LIBOR -1.8 bps at 0.25bps increments per quarter. Additional Senior Notes are assumed to be

raised until the transaction reaches $10Bn (for the base case) or $15Bn

6) Assumes a minimum of 2.7% Senior Capital Notes and 5.3% Mezzanine Capital Notes are issued (with a higher percentage during the first 3.0 years, as the vehicle grows). The weighted average

coupon of the Senior Capital Notes and Mezzanine Capital Notes is LIBOR+75 bps at Day 1, priced at par (LIBOR+35 on the Senior Capital Notes and LIBOR+95 on the Mezzanine Capital Notes). This

average spread is assumed to then either increase or decrease starting from Day 1, at a rate of 0.5 bps per quarter until it hits the normalized level. The analysis assumes the Senior and Mezzanine

Capital Notes will be continually refinanced at the same spread at maturity. Additional Senior and Mezzanine Capital Notes are assumed to be raised each quarter until the transaction reaches $10Bn

(for the base case) or $15Bn

7) Assumes non rated Junior Capital Notes are issued which will receive Libor flat plus a 80% participation in excess spread, priced at par, and with a 10 year maturity. The size of these Junior Capital

Notes is assumed to be at least 1.00% of the sum of Senior Notes and Capital Notes

8) The Senior Management Fee is assumed to be 5 bps per annum of the asset portfolio notional. The Junior Management Fee is assumed to be 4 bps per annum of the asset portfolio notional. The

Incentive Management Fee is the residual share of excess spread after payment of the excess spread component to JCNs

9) All currency exposures are assumed to be converted into U.S. dollars at zero cost and all assets are assumed to be floating rate assets

10) Assets are assumed purchased and repaid at par with zero defaults and zero trading gains and losses

11) All notes are assumed to be issued and redeemed at par

12) No reserves are retained at any point

13) Assumes 11.4% of Capital Notes at Day 1 amortizing down to 9.0% after 3 years (because of an expected diminution of the asset portfolio WAL) as amended by any additional outstanding amount of

un-amortized up-front costs.

Scenario Analysis

Assumptions Applicable to Return Scenario AnalysisRhinebridge Plc

32

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Scenario Analysis

Spread Widening and Asset Downgrade Analysis1,2

Breach of Minor and Major Capital Adequacy Tests

Rhinebridge Plc

• This analysis demonstrates the degree of spread widening or the proportion of asset downgrades required to cause failure of either the Minor or Major Capital Adequacy Tests

• As the spread widening or downgrades are assumed to happen instantaneously the analysis ignores IKB CAM’spotential ability to manage the portfolio and delever the structure over time in response to more gradual spread widening or credit deterioration

• Based on the hypothetical capital structure, spreads could widen considerably by a level in excess of the widening experienced in August 1998 or September 2001 without causing a breach of either of the Capital Adequacy Tests

1. The structure is for illustrative purposes only and may not represent the final structure. The final structure of the transaction may differ from the one presented above. Investors should refer to the offering materials and transaction documents for the final terms. Any actual structure may vary from that presented based upon then-current market conditions and other factors

2. Based on hypothetical structure and other assumptions. Please see “Assumptions Applicable to Spread Widening and Asset Downgrade Analysis” pages for more details on the assumptions

3. The “break” factor is the factor which when applied instantaneously to the assumed current spread levels would cause spread widening resulting in a breach of the respective Capital Adequacy Test

4. The “break” proportion is the minimum proportion of the portfolio that would need to be instantaneously downgraded by one rating category in order to breach the relevant Capital Adequacy Test

5. For example, from AAA to AA and not a sub-category downgrade, i.e. from AA+ to AA 33

Required Spread Widening or Asset Downgrades to breach the Minor or Major Capital Adequacy Tests Minor Capital

Adequacy TestMajor Capital

Adequacy Test Spread Widening The spread of all assets must be multiplied by a “break”3 factor of: 3.61 x 5.93 x

Asset Downgrade The “break”4 proportion of assets which must be downgraded by one rating category5 (%) 33 38

Comparison to Historical Performance – Example AAA Spread Widening given Normalised Capital Structure Bps

Spread Widening Required to Cause a Breach of the

Capital Adequacy Tests Example Historical Spread Changes

Asset Category Minor Capital Adequacy

Test Major Capital Adequacy

Test Sep-01 Widening Aug-98 Widening Tightening from

Jan-04 to Jun-05 CDO 99 bps 187 bps 3 n.a. 19

CMBS 47 bps 89 bps 6 20 38

RMBS 40 bps 76 bps 4 n.a. 15

Credit Cards 16 bps 30 bps 4 6 11

Student Loans 23 bps 44 bps 3 n.a. 11

HEL 63 bps 118 bps 4 4 20

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34

Notes General The analyses are for illustrative purposes only. They are based on an assumed sample portfolio of asset-backed securities,

purchased at an assumed price, and incorporate various other assumptions as outlined herein. There can be no assurance that the actual terms on which assets in any proposed transaction will be purchased or sold will be consistent with the assumptions incorporated in the analyses or that any portfolio underlying the transaction will experience similar downgrades, payment delay, mark-to-market or price movements. Actual asset downgrades, mark-to-market or price movements, payment delays, interest rates or other factors may materially differ from the assumptions thereto set forth herein. Investors should read the Offering Memorandum in its entirety including the description of risk factors and investment considerations contained therein prior to making a decision to invest

1) The spread widening analysis and the downgrade analysis have been performed separately (no spread widening is assumed in the downgrade analysis and vice versa)

2) The portfolio composition and weighted average life and the resultant capital structure reflect Rhinebridge’s proposed medium term structure. However, the actual future portfolio composition and capital structure may differ from these assumptions.

3) Assumes a 3.2 year portfolio weighted average life. 4) The following capital structure is assumed for the analysis of the normalised capital structure:

(a) 91% of Senior Notes (b) 9% of Capital Notes (Senior Capital Notes, Mezzanine Capital Notes and Junior Capital Notes)

Under these assumptions, the total “spare” restricted funding capital is 4.3% and the total “spare” restricted investment capital is 2.3%. The above capital structure and “spare” capital are for illustrative purposes only and may differ from the real capital structure and capital buffers at any point in time

5) The Minor Capital Adequacy Tests and Major Capital Adequacy Tests performed for the purposes of this analysis are simplified tests and for illustrative purposes only. The Minor Capital Adequacy Test and Major Capital Adequacy Test performed by Rhinebridge will differ from the tests performed in this analysis. Failure of the Major Capital Adequacy Test causes the vehicle to enter Restricted Funding and failure of the Minor Capital Adequacy Test causes the vehicle to enter Restricted Investments. There are other causes of the vehicle entering Restricted Investments or Restricted Funding (e.g. failure of other tests, such as the ratings tests for the Senior and Mezzanine Capital Notes) which in certain cases could cause the vehicle to enter such operating states with lesser degrees of spread widening and/or ratings transitions. However, such other tests have not been considered in this analysis

6) The effect of breach of eligible and operational portfolio parameter limits and the additional capital charges due to the breach of these limits have been modelled in a simplified manner in the downgrade analysis. These additional capital charges are for illustrative purposes only and actual additional charges at any point in time may differ from those modelled for this analysis

Scenario Analysis

Assumptions Applicable to Spread Widening and Asset Downgrade Analysis

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Notes 7) The capital requirements have been assumed with reference to the following parameters

(a) 6 months weighted average life of Senior Notes (b) Capital requirements, as defined in the Capital Matrices currently agreed with the Rating Agencies (c) Each asset has a weighted average life equal to the portfolio weighted average life given in assumption 2

The capital requirement for the current portfolio is assumed to be 4.8% for the restricted funding capital and 6.8% for the restricted investments capital. This capital requirement calculation is for illustrative purposes only and may differ from the capital requirement tests performed by SIV Rhinebridge

8) Assumed starting spreads prior to the assumed spread widening are based on the current spreads of the portfolio. With the above assumptions, the portfolio’s weighted average spread before applying the assumed spread widening is 32 bps

9) The spread widening analysis assumes spread widening occurs instantaneously and ignores IKB CAM’s potential ability to manage the portfolio and delever the structure over time in response to a more gradual spread widening. Spreads of all assets are assumed to be multiplied by the same “break” factor. For the purpose of this analysis, it is assumed there are no downgrades

10) Aug-98 spread widening is assumed to be the spread widening observed over a one month period following 17 August 1998, for each ABS category. Reference historical spread data may refer to a particular sub-category of the ABS category stated on page 34 (for example for CLOs as opposed to CDOs) Source: Morgan Stanley, September 05.

11) Sep-01 spread widening is assumed to be the spread widening observed over a one month period following 11 September 2001, for each ABS category. Reference historical spread data may refer to a particular sub-category of the ABS category stated on page 34 (for example for CLOs as opposed to CDOs) Source: Morgan Stanley, September 05.

12) Spread tightening from January 2004 to June 2005 equals the difference between the AAA market pricing as of 01 June 2005 and the widest AAA market pricing observed since 01 January 2004. Reference historical spread data may refer to a particular sub-category of the ABS category stated on page 34 (for example for CLOs as opposed to CDOs) Source: Morgan Stanley, June 05.

13) The downgrade analysis assumes downgrades occur instantaneously and ignores IKB CAM’s potential ability to manage the portfolio and delever the structure over time in response to a more gradual occurrence of asset downgrades. For the purpose of this analysis, it is assumed there is no spread widening

14) The downgrade analysis assumes no maximum single obligor limit is breached 15) This analysis assumes U.S. dollar 3 month Libor and forward curve as of 11 January 2007 17) All notes are assumed to be issued and redeemed at par

18) All assets are assumed to be floating rate U.S. dollar denominated assets

19) Assets are assumed purchased and repaid at par with zero defaults and zero trading gains and losses

20) All assets are assumed to have a bullet principal repayment, at a date equal to the asset’s weighted average life

Scenario Analysis

Assumptions Applicable to Spread Widening and Asset Downgrade Analysis

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Rhinebridge Plc

Appendix A

Risk Factors

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Rhinebridge Plc Risk Factors

Risk Factors1: SIVs and Rhinebridge

Investments in a SIV involve a number of risks and there can be no assurances that the full (or any) amount invested in a SIV will be returned. This section highlights a limited number of those risks, but is not and does not purport to be a complete list of the risks inherent in a SIV. Investors are urged to read the final Base Prospectus in its entirety, including the description of risk factors/ investment considerations contained in the final Base Prospectus, prior to making a decision to invest

• Market Risk: As a SIV is required to frequently mark its investments to market for the purpose of calculating its key capital ratios, a SIV faces market price risk, which can lead to realised losses if it becomes a forced seller of assets in a declining market environment or following credit losses

• Currency Risk: Assets purchased by a SIV may not be denominated in the currency of the notes issued. Some payments may not be hedged. Unhedged amounts will be measured through market sensitivity tests

• Liquidity Risk: As the average life of the liabilities of a SIV is typically shorter than the average life of its assets, a SIV faces re-financing risks. To the extent that a SIV is unable to refinance its liabilities, it may be forced to sell its assets at below market value in a fire sale, resulting in losses to investors

• Management and Operational Risk: Investors will rely on the competency of the collateral manager to manage the collateral and the functioning the of Administrative Agent’s systems. If any of these parties or their systems fail in performing as expected, the returns to investors will be severely affected and they may suffer losses

• Reinvestment Risk: There can be no assurance that, in the event that any of the collateral prepays, spreads will be at the same levels as on the date they were when such collateral was purchased. To the extent prepaid collateral is reinvested into lower spread assets, the interest proceeds available to pay interest to investors may be adversely affected

• Potential for Interruption and Deferral of Cashflow: If certain ratios or tests are not met (e.g., due to assets defaults), then cashflow that otherwise would have been available to pay to investors may be deferred. This could result in an elimination, reduction or deferral in the coupon and/ or principal paid to investors, which would adversely impact the pre-tax and after-tax returns

361. Please refer to Risk Factors section of the final Base Prospectus prior to making an investment decision regarding an investment in Junior Capital Notes, Mezzanine Capital Notes,

Senior Capital Notes and Combination Capital Notes

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Rhinebridge Plc Risk Factors

Risk Factors1: SIVs and Rhinebridge (cont’d)

• Asset/Liability Mismatch Risk: The fixed rate nature of some SIV assets and the usually floating rate nature of notes issued by a SIV will produce a fixed/floating interest rate mismatch between the assets and the liabilities of a SIV. A SIV may enter into one or more interest rate hedges with a counterparty acceptable to the rating agencies to reduce this asset/liability mismatch, and therefore lower the return sensitivity of Capital Noteholders to changes in the absolute level of interest rates

• Tax Considerations: Special tax considerations may apply to certain types of tax-payers. Prospective investors should consult with their own tax advisers to determine any tax implications of this investment prior to investing in a SIV

• Concentration Risk: The Investments of the SIV are subject to concentration risks, including with respect to, inter alia, obligors, region and industries

• Scenarios and Projections: Illustrative structures, scenarios, cash flow projections and other “forward-looking” statements are based on assumptions that are unlikely to be consistent with, and may differ materially from, actual events

• Historical information: Historical information on asset default and recovery rates and market value volatility is limited

• Credit Ratings: Credit ratings represent the Rating Agency’s opinions regarding credit quality and are not a guarantee of quality

• IKB CAM: IKB CAM and its performance history may not be indicative of future results. Investors will rely on the competency of the Investment Manager to manage the collateral and of the Administrator to administer the collateral

• Key Personnel: The loss of key personnel from IKB CAM or QSR could have a material adverse effect on the SIV

• Conflict of Interest: Each of IKB CAM, Morgan Stanley and QSR, and their respective affiliates, may perform various roles in the transaction and conflicts of interests may arise. In the ordinary course of its business, the Morgan Stanley Group (i) may from time to time be in possession of non-public information that will not be disclosed to the Issuer or the holders of the Notes and (ii) may at any time hold long or short positions in, and may trade or otherwise effect transactions in, for its own account or the account of customers, debt or equity securities or instrument (A) issued by entities that may be involved in the transaction, (B) included in the portfolio or substantially similar to the securities included in the portfolio, (C) that may be purchased by the Issuer and (D) the trading of which may affect investments made by the Issuer

• Fiduciary No Obligation: Morgan Stanley is not bound by a fiduciary obligation towards any noteholder. Morgan Stanley is not responsible for providing any party with any tax, financial, accounting, legal, regulatory or other third party special advice prior to making a decision to invest in the notes. Prospective investors should consult their own financial, legal, accounting and tax advisors about the risks associated with an investment in the product, the appropriate tools to analyse the product and the suitability of the product in each investor’s particular circumstance

371. Please refer to Risk Factors section of the final Base Prospectus prior to making an investment decision regarding an investment in Junior Capital Notes, Mezzanine Capital Notes,

Senior Capital Notes and Combination Capital Notes

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Rhinebridge Plc Risk Factors

Risk Factors1: Capital Notes

• Leveraged Credit Risk/Volatility: The leveraged nature of the Capital Notes of a SIV magnifies the adverse impact of assets defaults and changes in the market value of such Capital Notes and could be greater than the change in the market value of the underlying assets. Junior Capital Noteholders in a SIV will be in a first loss position with respect to realised losses on the assets of a SIV

• No Recourse/Subordination: SIVs generally will have no assets other than the collateral and any hedge agreements. Accordingly, payments to investors will be payable solely from the cashflows of the assets of the SIV, in the following order: Senior Expenses and Senior Management Fees, Senior Debt and Capital Notes. Payments on the Mezzanine Capital Notes will be payable after Senior Expenses and Senior Management Fees, Senior Debt and Senior Capital Notes are repaid in full. Payments on the Junior Capital Notes will be payable after Senior Expenses and Senior Management Fees, Senior Debt, Senior Capital Notes and Mezzanine Capital Notes are repaid in full. Neither IKB CAM, Morgan Stanley, QSR nor any affiliate of any such persons will have any obligation to make payments of principal or interest on any of the securities issued by the SIV. To the extent that the assets of the SIV are not sufficient to meet the claims of any noteholders and any creditor ranking in priority thereto, such claims will not be paid and will be extinguished and the noteholders will have no right to take any legal action against the SIV in such circumstance. Further note that the Junior Capital Notes are limited recourse obligations of the Issuer, payable on a subordinated basis solely from amounts recovered in respect of the assets

• Lack of Liquidity: The Capital Notes should be viewed as a long term investment, not as a trading investment. There can be no assurance that there will be any secondary market in the Capital Notes. The Capital Notes may be subject to transfer restrictions. The market value of the Capital Notes (whether actionable or indicative) will vary over time and may be significantly less than par (or even zero) in certain circumstances. There is no obligation by Morgan Stanley, IKB CAM or QSR to make a market in the Capital Notes

• Collateral Investment Risk: The collateral may be sold and replacement collateral purchased within certain parameters. If these transactions result in a net loss, the magnitude of the loss would be increased by the leveraged nature of the Capital Notes investment

• Repayment of Capital Notes: If repayment of the Capital Notes (other than the Junior Capital Notes) in full is not made by the Legal Maturity Date, the Issuer’s operations will be restricted. In certain such circumstances, no repayment of the Capital Notes shall be made until the senior creditors and other senior obligations have been repaid in full and hence repayments to the Capital Notes may only be made after the Legal Maturity Date of the relevant Capital Note. Senior obligations may include Credit Default Swaps which, at the discretion of the defeasance manager, may or may not be terminated. As a result, Capital Note repayments (if any) may not be made until after all payments have been made in respect to all Credit Default Swap agreements outstanding. In certain restrictive operating states, repayment of Capital Notes is only allowed under certain circumstances, and at these times within a Tranche of Capital Notes priority is given to repayment of Capital Notes with shorter Legal Maturity Dates

• Tax Regulations: Tax regulations may change and as such, the ability of Rhinebridge to make payments on the Capital Notes may be affected

• Call Options: The Capital Notes may be subject to issuer call options

381. Please refer to Risk Factors section of the final Base Prospectus prior to making an investment decision regarding an investment in Junior Capital Notes, Mezzanine Capital Notes,

Senior Capital Notes and Combination Capital Notes

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Rhinebridge Plc

Appendix B

Biographies

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Biographies

IKB CAM ManagementRhinebridge Plc

Winfried Reinke, Managing Director, Head of Treasury and Financial Markets IKB AG and Head of IKB CAM and Chief Investment OfficerMr. Reinke is Head of Treasury and Financial markets of IKB Deutsche Industriebank AG, Düsseldorf, since April 1996, sharing responsibility with Mr. Braun for the group funding, liquidity management, asset and liability management, product development, proprietary trading and fixed income management. In recent years he concentrated in particular on investments in structured credit product, mainly in the space of ABS investments. He is one of the joint founders and promoters of the days IKB securitization space which started in 1998. In Sept. 2006 he became the founder and CIO of IKB CAM’s advisory and management activities. In this respect he is in charge of the companies advisory functions in particular with respect to its main customers IKB Deutsche Industriebank AG, the conduit Rhineland Funding as well as Rhinebridge. Prior to that appointment Mr. Reinke was Managing Director from 1991-1996 of IKB´s Luxemburg subsidiary as well as Head of its Luxemburg Branch, where his prime responsibility was the derivative business with corporate customers. From 1984 Mr. Reinke spend 7 years in a senior position in the export finance department of IKB in Düsseldorf. From 1980-1984 Mr. Reinke worked in the Export Finance Division of DG Bank in Frankfurt. Prior to joining DG Bank Mr Reinke worked as a credit analyst with Citibank, Frankfurt, from 1978 till 1980. From 1969-1973 and from 1973-1978 Mr. Reinke studied economics at the University of Saarbrücken, where he obtained his University degree as translator and in economics in 1973/78 respectively.

Dr. Frank Lehrbass, Managing Director, Head of IKB CAMDr. Frank Lehrbass is Head of IKB Credit Asset Management GmbH, Düsseldorf, since January 2007. From 2002 til 2006 Dr. Lehrbass worked for DG Hypothekenbank AG, Hamburg where he headed the Portfolio Management and Structured Credit Group. Prior to that appointment he was Head of Credit Risk Modelling, where his responsibilities include the bankwideimplementation of Credit Risk+ and the RAROC approach. Parallel to his functions at DG Hyp he was responsible as Managing Director for the foundation of the NPL-Servicer IMMOFORI. During his time at DG HYP he was also responsible for the full risk transfer concerning the BAUHAUS and PROVIDE transactions. Prior to joining DG Hyp Dr. Lehrbass headed the Analytics and Systems Group within the Credit Management Division of WestLB. Dr. Lehrbass started his professional career at WestLB as Trader in the Index Derivatives Group. Dr. Lehrbass was educated at the University of Bonn, Johns-Hopkins-University, Baltimore, and Mannheim, where he was awarded a M.A. degree in Economics. He also holds a Ph.D in Economics by the University of Dortmund. Dr. Lehrbass is the author of several publications in the fields of Credit Risk Measurement (among others “Credit Risk+ in the Banking Industry”), Structured Product Pricing, Non-Performing Loans and Real Estate Investment Banking and acts as conference speaker in the European ABS and Credit Portfolio Management universe.

39Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

IKB AG Treasury and Financial MarketsRhinebridge Plc

Michael Braun, Managing Director, Head of Treasury and Financial Markets IKB AGMichael Braun is Head of Treasury and Financial Markets Division of IKB Deutsche Industriebank AG, Düsseldorf, since April 1991, sharing responsibility with Mr. Reinke for group funding, liquidity management, asset and liability management, product development, proprietary trading and fixed income management. In recent years he concentrated in particular on securitization. He is one of the founders and promoters of IKB’s securitization programs, which started in 1998. His responsibilities comprise investments in structured credit portfolios (ABS and CDOs) as well as the Banks`s balance-sheet securitization-transactions (corporate loans, leveraged loans, CMBS, sub debt, infrastructure finance). He also forms a member of the Advisory Board of IKB Credit Asset Management GmbH. In this respect he has taken up prime functions specifically with respect to the company`s advisory position for the conduit Rhineland Funding as well as the Rhinebridge set up. Prior to that appointment as Treasury MD, from 1986 – 1991, he was Managing Director of IKB’s Luxemburg subsidiary as well as Head of its Luxemburg Branch, where his prime responsibilities were the corporate lending business, treasury and capital markets activities. Mr. Braunstarted his professional career at IKB in 1979, working as a legal council with responsibilities in the areas of international finance, work out and real estate leasing. Mr. Braun has full legal degree from Albertus Magnus University, Cologne, and the Ministry of Justice of North Rhine Westfalia.

40Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Portfolio Management and Investment AnalysisRhinebridge Plc

Neil Ryan, Director - Head of CAM, London BranchHas over 17 years experience in credit markets. Joined Manufacturers Hanover in 1989 and completed the New York-based management training programme. Worked in London with Abbey National Treasury Services (1992 – 1994) and Lehman Brothers (1994 – 1996). Neil returned to Ireland in 1996 and worked at BNP Paribas and BW Bank Ireland plc (now LBBW) before becoming Managing Director at Naspa Dublin in 2001. Naspa Dublin was a €2.5 Bn Irish regulated bank that ran a full trading book portfolio across ABS (RMBS, CMBS, CDO, NPL and whole business ABS), bank FRNs and corporates as well as a loan and asset swap book. He returned to London and established IKB CAM, London branch in 2006. Neil graduated in law (LL.B., Trinity College Dublin 1988 and LL.M., London School of Economics 1989) before completing a MBA at London Business School (1996). As well as being a part-time lecturer at UCD, he was a founder member of the Irish Securitisation Forum in 2005.

Volker de Haan (CFA), Senior Portfolio ManagerMr. de Haan joined IKB CAM as a Senior Portfolio Manager in October 2006. Prior to joining IKB-CAM GmbH, he previously worked as a Senior Investment Officer for the Treasury of the African Development Bank in Tunis, Tunisia, having had primary responsibility for managing the USD investment portfolios worth more than USD 6 billion primarily invested in USD ABS and MBS as well as US Corporates. Before joining the African Development Bank in April 2002, Volker was a Portfolio Manager Fixed Income at the Allianz Asset Management GmbH in Munich, managing international fixed income portfolios. He started his career at Dresdner Kleinwort Benson. Mr de Haan holds a Masters in International Management from the Garvin School of International Management (Thunderbird) and an MBA in Finance from Arizona State University.

41Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Portfolio Management and Investment AnalysisRhinebridge Plc

Dr. Thomas Wölwer, Senior Portfolio ManagerMr. Wölwer joined IKB CAM as a Senior Portfolio Manager in 2006. He has responsibility for investing in CDOs both cash and synthetic. Prior to joining IKB CAM he worked for Dresdner Kleinwort for 5 years within the Credit Derivatives & Securitisation department. He began his career working as structurer within the European ABS team, implementing various securitisations across different asset classes. His duties included also managing Dresdner´s $10 Bn ABCP-Conduit Silver Tower. After two years he moved on to Dresdner Kleinwort´s London office, focusing on the structuring and origination of CDO Products. In London he was involved in the structuring and placement of various cash and synthetic CDOs. Mr. Wölwerhas also spent time in the Banking & Finance department of EY Law, Frankfurt, where he advised several arranger banks with respect to Corporate and Real Estate ABS. He started his career as trainee at Deutsche Bank AG and strategy consultant at KPMG Consulting, where he was involved in various advisory projects within the Financial Services Industry. Mr Wölwer has a full legal degree and qualified as Ph.D following studies in Bonn, Mainz, Lausanne, Cambridge and Berkeley (California). He also holds a Master of Laws in taxation from Münster University.

Wolfgang Bathis, Senior Portfolio ManagerMr. Bathis joined IKB CAM as an ABS Portfolio Manager in Dec 2005. He is responsible for the investing and surveillance in US Home Equity-MBS as well as managing the hedging of interest rate risks. He previously worked for IKB Int. S.A. Luxembourg as ABS-Portfolio Manager within the treasury department since 2003. Before he was employed at a German insurance company as head of investment department (1999 – 2002) responsible for strategic asset allocation and asset liability management with focus on fixed income sector. From 1992-1998 he worked at Landesbank Hessen-Thüringen AG as Portfolio Manager for European fixed income mandates. He started his career in the finance sector in 1988 at HVB.Mr. Bathis holds a diploma Bankbetriebswirt from Bank Academy in Frankfurt/Main as well a post graduate Course as Certified Credit Analyst by DVFA Frankfurt.

42Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Portfolio Management and Investment AnalysisRhinebridge Plc

Alexander Lanin, Senior Portfolio ManagerMr. Lanin joined the CDO investment team of IKB AG in 2002. He is currently responsible for developing and implementation of quantitative models for CDO/ABS analysis and pricing. In the last five years he was also responsible for CDO investments as a senior investment officer. Prior to IKB AG Mr. Lanin worked for Gothaer Insurance in Cologne as mathematician. Mr. Lanin graduated from the University of Bonn with master’s degree in mathematics.

Jens Wildermuth, Associate Quantitative ResearchMr. Wildermuth joined the research team of IKB CAM in 2006. During his studies he was an intern in various equity and fixed income derivatives positions. He also worked as a graduate assistant at his university. Mr. Wildermuth holds a Master of Economics degree from University of Konstanz with emphasis on Econometrics and Finance.

43Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Credit Analysis and ResearchRhinebridge Plc

Holger Rabelt, Director - Head of Credit AnalysisMr. Rabelt is Head of Credit Analysis of IKB CAM. Before joining IKB CAM he was heading at IKB AG the Team which was responsible for the credit analysis on CDOs. Mr. Rabelts´ responsibilities comprise the assessment of all CDO-Investments, proposed by IKB CAM´s Investment Officers as well as the surveillance of the existing Exposure. Mr. Rabeltwas appointed as Team Head in April 2004. Before that he was CDO-Analyst within the Risk Management Department of IKB AG. From 2000 to 2002 he was Senior Credit Analyst responsible for the International Lending Business within IKB´sRisk Management Department. Before joining IKB AG in October 1998 he worked as a Senior Analyst at Dresdner Bank Luxemburg S.A., a wholly-owned subsidiary of Dresdner Bank AG. At Dresdner Bank Luxemburg S.A. Mr. Rabelt was responsible for structuring, arranging and placing syndicated Corporate and Project Finance Loans for Corporates and Off Balance Sheet Projects in Emerging Markets. Mr. Rabelt began his career in 1993 at Dresdner Bank AG, where he was a Credit Analyst for Dresdner´s domestic Corporate Finance business. Mr. Rabelt studied business administration from 1986 to 1992 at the University of Dortmund, where he obtained his degree in business administration in 1992.

Dr. Klaus Dieter Bauknecht, Head of Credit ResearchKlaus Bauknecht joined IKB in early 2004 to head up the research effort. Prior to joining IKB, he was a director in theNational Treasury of South Africa, responsible for econometric model building for tax policy simulations. He was also responsible for furher developing the macroeconometric model and for providing economic forecasts for the National Treasury’s 3-year budget process and inflation outlook. Klaus also worked for ING Barings in Johannesburg/London, responsible for economic, fixed income and top down equity research. While working as a financial analyst, he ranked amongthe top 4 analysts for economic and innovative research in the annual financial mail survey of insistutional equity and fixedincome investors. Mr Bauknecht holds a Master in Commerce cum laude and Ph.D in Economics/Econometrics from theUniversity of Stellenbosch, South Africa and has been a guest lecturer at several South African Universities.

44Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Legal & StructuringRhinebridge Plc

Michael Pinkus, Legal & StructuringMichael Pinkus holds the position of Senior Vice President at IKB Credit Asset Management GmbH a newly formed asset management subsidiary of IKB Deutsche Industriebank AG where his duties include managing the over USD 15 billion Rhineland Funding Capital Corporation conduit. He also heads the syndication desk as well as the structuring and marketing operations for Rhineland and to date has syndicated nearly USD 7 billion worth of third party liquidity and over 95% of the conduit’s credit enhancement. Before joining IKB, Mr. Pinkus was an Associate in the securitisation group at HengelerMueller in Frankfurt and worked for KPMG. Michael holds an LL.M. in International Banking and Finance Law from the University of London, a Juris Doctor from Southern Methodist University in Dallas and a Bachelor of Arts in History from Texas A&M University.

Thomas Schirmer, Legal & StructuringThomas Schirmer joined IKB Credit Asset Management GmbH ("IKB CAM") as Senior Legal Counsel in September 2006. He oversees the firm's legal matters and is responsible for legal and structural analysis of all CDO transactions recommended by IKB CAM to its clients. Mr. Schirmer previously worked as an attorney in the capital markets group of the legal department of IKB Deutsche Industriebank AG, which he joined in 2003. He is a graduate of the Law Faculty of the University of Cologne and received a LL.M. in American Law from the Boston University School of Law.

45Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Biographies

Operations & SurveillanceRhinebridge Plc

Christian Rohde, Operations & Surveillance CAM LondonMr. Rohde's main focus is the operation and surveillance of the Rhinebridge portfolio. Prior to joining IKB in June 2006 he worked for 3,5 years on the administration and surveillance of the Globaldrive ABS program at FCE Bank plc in Cologne, where he was responsible for the administration of all outstanding European ABS retail bonds as well as the set up of new transactions. He earned a diploma in business administration with a major in finance from Justus-Liebig-Universitaet Giessen in 2002.

Dr. Oliver Annen, Operations & Surveillance CAM DüsseldorfDr. Annen joined the IKB Credit Asset Management GmbH in 2006. Mr. Annen has responsibility for the development of quantitative methods as well as reporting and surveillance. Mr. Annen previously worked at Atradius for 2 years as a quantitative analyst, with responsibility for capital modelling and pricing. Previous to this, Mr. Annen received a masters'sdegree in mathematics from Duisburg University and a doctoral degree in mathematics. His main academic research include optimization, discrete mathematics, and operations research. His special focus was on the design of practically efficient algorithms for hard combinatorial optimization problems in logistics.

46Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Appendix C

IKB Group Asset Management Experience

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IKB Group Asset Management Experience

Rhineland ConduitRhinebridge Plc

47

Overview

• Partially supported credit arbitrage and multi-seller conduit, rated P-1/F1 by Moody’s and Fitch

• Established on 15th March 2002

• Holdings: $15.1 Bn of which approximately 95% are securities; WARF: 50.9 (Aa3 equivalent)

• 82.3 % of Assets rated AAA and AA

• Current programme limit: US$20 Bn

• Listing: Dublin stock exchange (first ABCP to be listed on the exchange)

• Investment advisor: IKB CAM (since January 1, 2007) – replacing IKB AG

• Liquidity agent: IKB AG, Liquidity facility provider: IKB AG, among others

• Over half of the liquidity and 95% of the programme wide credit enhancement (“PWCE”) requirements have been syndicated to P-1/F1 banks

• IKB CAM acts as Investment Advisor (from Jan 1, 2007):

• Maintains the benefits of the credit process developed while part of IKB AG

• IKB CAM: Identify, analyse and present investments to investment committee

• Investment evaluation in line with manager rating criteria and structural analysis

• Monitor credit performance of investments via SAMS and Intex

• Calculate programme wide credit enhancement on a daily basis

• Provide monthly investor reports

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Credit Management ExpertiseIKB Group

Rhinebridge Plc IKB Group Asset Management Experience

• Diversification as a loan book strategy

• Improving quality of the loan book over time

• IKB Group today: Credit Manager with a comprehensive originating power Structured Credit

20%

Corporate Clients46%

Structured Finance

21%

Real Estate Clients13%

Loan Volume by Business DivisionAs of 30 September 2006

32 other sectors26%

Financial sector16%

IKB porfolioinvestments

18%

Leasing4%

Real Estate14%

Retail3%

Engineering3%

Beverage, food & tobacco

3%

Energy3%

Chemistry3%

Wholesale3%

Automotive2%

Health care2%

Diversification – Loan Book by SectorAs of 31 March 2006

* 31 March 2006

0

10

20

30

40

50

1-1.5 2-2.5 3-3.5 4-4.5 5+IKB rating category

31-Mar-2003 31-Mar-2006

Asset Quality of Loan Book Over TIME

+15%

-8%

-6%

48Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhineland Conduit Portfolio OverviewRhineland Conduit

Rhinebridge Plc IKB Group Asset Management Experience

• Total assets under management as of December 31, 2006 – 15.1 Bn

7861,193

13,117

0

4,000

8,000

12,000

16,000

ABS Corp. & ABS Corporates

Portfolio CompositionVolume (US$ MM)

0

10

20

30

40

50

Aaa Aa A Baa

Ratings Distribution%

5,907

2,7301,4571,656

3,340

50

2,000

4,000

6,000

8,000

2001 2002 2003 2004 2005 2006

Rhineland Conduit Vintage Distribution US$ MM

49Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Please see important disclosures on pages 1 and 2 and Appendix ANotes1. Percentages in the charts may not add up to 100% due to rounding

IKB Group Asset Management Experience

Rhineland ConduitCredit Management Expertise

Rhinebridge Plc

• Rising quality of the Rhineland conduit portfolio over time

• Rapid reaction to any deterioration of credit quality

50

26.9 26.430.1 29.1

44.944.741.943.138.1

34.6

0

10

20

30

40

50

2002 2003 2004 2005 2006AAA AA

Asset Quality of Rhineland Over Time :AAA and AA

26.9 26.430.1 29.1

44.944.741.943.138.1

34.6

0

10

20

30

40

50

2002 2003 2004 2005 2006AAA AA

Asset Quality of Rhineland Over TimeAAA and AA

9.65 8.77

0

15.7716.5916.9918.97

21.90

7.76

12.20

4.612.28 1.921.890.8

0

5

10

15

20

25

2002 2003 2004 2005 2006A BBB Non IG

Asset Quality of Rhineland Over TimeA, BBB and Below

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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IKB Group Asset Management Experience

Rating Transition PerformanceRhineland Conduit

Rhinebridge Plc

51

Note1. Moody´s Special Comment: Structured Finance Rating Transitions 1983-2006

0.02 0.07 0.11

0.53

1.00

6.36

4.67

1.00

0.030.21

0

1

2

3

4

5

6

7

2002 2003 2004 2005 2006Rhineland upgrade/downgrade Moodys upgrade/downgrade

Rhineland Conduit : Upgrades/Downgrade Ratio vs. Moodys Benchmark (1)

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Appendix D

Rhinebridge Systems

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Rhinebridge Systems

SAMS OverviewRhinebridge Plc

52

Infrastructure

Swap Schedules

MonthlyTrustee Reports

Offering Memorandums

StructurersArrangersCollateral ManagerInsurersTrustees

Delivery of Source Documents

Ratings, Watchlist, CTD Bond information, Asset/Industry Class, …

Rating AgenciesMarket Data Provider

Data Provider

SAMS DatastoreExtract and Process Data

Flexible AccessTied in External Data Sources

1. Input deal structure and characteristics2. Input swap information3. Import collateral characteristics from monthly

surveillance reports4. Standardize the data through SAMS

mapping procedures5. Tie in internal data sources6. Audit and verify data for inputting errors and

internal consistency

CAM: SAMS Platform

! ABS/CDO structural characteristics! ABS/CDO restrictions/guidelines! Funding tranche characteristics! Surveillance reporting and tests! Collateral profile! Collateral pool and transaction history! Consolidated Instrument Library! Trade Ticket processing for multiple desks! Consolidated corporate entity information! (Internal) asset manager ratings

Credit enhancement and fee calculations/ surveillance

Internal and external reporting capabilities and population of

analytical tools

Aggregation of exposures by issuer and asset within and

across portfolios

Portfolio Management Surveillance and Reporting

Evaluation/monitoring performance of deals, assets and managers

Internal Desks

Liquidity Line/Syndication Management

Data Feeds

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Systems

SAMS Data FeedersRhinebridge Plc

53

SAMSSurveillance & MonitoringProcess-TrackingPor.-Analytics per Bus-Line

BloombergData-Licence

Static & Market

NumerixCash-Flow-Generation

HyperionReporting

Fitch-RatingsRatings & Corps

IKB AGCompliance/Controlling

Moodys RDSRatings & Corps

S&PRatingsXpress

Ratings & Corps

IntexABS Model Library

KMV CDOEdgeCF-CDO Library

QSREnSIS

SG Rapid

IKB AGTrading/Settlement

Sharepoint andHyparchivDocument-Management

MoodysCDOROM

Synt.CDO Library

MarkitABS/CDS/Bond-Pricing

Feed

BloombergWindows-Terminals

CDO-EdgeCDO Analytics

Intex DesktopABS Analytics

Intex SubroutinesSAMS/Excel-Interface

Standard-ToolsS&P CDO-EvaluatorMoody‘s ABSROMFITCH VectorCPFICH nth-to-defaultFITCH Vector Default Model...

CDO-ROMCDO Analytics

• Multi-client capability: Investments of different business lines are managed within different “Desks”

• Corporate Universe: Corporate names are held distinct within the system, new names resulting from portfolio imports are staged for quality assurance reasons and affiliations can be defined for all relevant entities

• Master Data Pool: Transactions are referenced by a comprehensive instrument library comprising all underlying financial instruments

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Systems

EnSIS OverviewRhinebridge Plc

Capital Model Calculator

• Portfolio criteria testing• Parameter driven testing tool for rating agency criteria• Capital requirements, net cumulative outflow (NCO), diversification and liquidity

• Ability to flip between capital models• Operate under a comparison mode to select the most penal capital cost

• Sensitivity reporting• FX shift, yield curve sensitivities• Enables accurate sensitivity risk management

• Proves an interface for manual price entry and overrides• Complex functionality for specialised products available

• Funding plan, extensive reports• Net cumulative outflow hypothetical trade screens• Enables planning, testing and tracking of core funding activity

Portfolio Criteria Testing

Sensitivity Reporting

Pricing Module

Funding Management

Report Suite and Reference Data

• Over 120 reports available• Different sets of reference data are available e.g. counterparty details, historical pricing info, payment schedules, ratings

54Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Systems

EnSISRhinebridge Plc

Source: QSR

• Rhinebridge will use QSR Management Ltd. Software “EnSIS”

• QSR has developed an advanced software tool for managing SIVs

• System is constantly being updated to ensure it keeps ahead of the the chanigngbusiness needs

55Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Appendix E

ABCP and SIV Market Overview

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ABCP Market UpdateDecember 31, 2006

Rhinebridge Plc

56

ABCP and SIV Market Overview

Source Federal Reserve

Source Federal Reserve

60 10

1,787

73

1,076

1,640

199

848

1,440

225

1,957

120

700

1,400

2,100

Total T1 T2 AB NF F

Total FinancialNon-Financial ABCP Tier 2 Top Tier

CP Outstandings – Dec 2005 versus Dec 2006$ Bn

2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006

24%

27% 13%

19%

27%

(2)

22%

(1)

Notes1. Financial CP is unsecured financial CP 2. Nonfinancial CP is unsecured corporate CP 3. ABCP figures prior to May 2004 are discounted by 10% to reflect adjustment that the Fed has made to calculate ABCP outstandings

• Growth in the ABCP market has come from a variety of sources, most notably wholesale asset financing transactions within conduits have accelerated over the past 12 months, CDOsissuing money market tranches, and an increase in mortgage warehousing conduits

• A consistent trend throughout 2005 was the increased use of structured credit products within the conduit space, and we expect this to continue in 2006 as more conduit sponsors get comfortable with the sector and as high quality cash ABS being offered at attractive levels becomes more and more scarce

• We anticipate more market participants looking to structured credit products as a means to address regulatory issues facing the market

Source Bloomberg

689 678 645527

848500

604

770 568

616644 491 472 470 601

669

737

178

175

189211

257

316204

145101 115

123

144

769911

1,189 1,123

1,342

1,5411,385

1,2951,217 1,243

1,640

581469

34423113291

1,076

1,957

0

500

1,000

1,500

2,000

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006

ABCP Financial Non Financial

U.S. Commercial Paper Outstandings$ Bn

Treasury/LIBOR/CP Benchmarks % 12/31 11/30 10/31 Yr. Ago 1M LIBOR 5.32 5.35 5.32 4.39 3M LIBOR 5.36 5.37 5.37 4.54 30-Day ABCP (+) 5.32 5.29 5.28 4.36 30-Day ABCP 5.33 5.29 5.29 4.36 30-Day H.15. Top 5.25 5.26 5.25 4.24 30-Day H.15. Tier 2 5.38 5.40 5.38 4.42 Federal Funds Target 5.25 5.25 5.25 4.25 10Y UST 4.70 4.46 4.60 4.39

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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ABCP and SIV Market Overview

Trends in the SIV MarketRhinebridge Plc

Money Market Investment in the SIV Market

• Asset-backed medium term notes (“ABMTNs”) continue to attract new investment

• The 15 largest prime institutional money market funds owned $16.9 Bn in ABMTNs (as of 31-Dec-04) , representing 4.5% of net assets versus 2.8% in December 2002

• Sigma, K2, Beta, Links, CC, Stanfield Victoria and Dorada have been the most dominant ABMTNs holdings for the largest prime institutional money market funds, for the past three years running

• These seven accounts comprise about 83% of all ABMTN exposure in the market

Source Moody’s Survey of the Portfolio Management Activities of Large Prime Institutional Money Market Funds, March 2005 (figures as of 31-Dec-2004)

K2 USA13.4%

Sigma Finance31.8%

Stanfield Victoria4.1%

Others16.9%

Beta Finance9.4%

Links Finance8.3%

Dorada Finance4.1%

CC USA11.9%

Trends for 2006 onwards• Hybridisation of SIV/CDO

structures• Increasing use of credit

default swap technology (long/short strategies) into SIV structures

Other Structured Finance12.5%

RMBS33.7%

Credit Cards16.3%

CMBS10.2%

CDOs15.0%

Auto Loans2.4%

Student Loans10.0%

Breakdown of ABS Investments by Asset ClassAs of February 2006

BBB0.1%A

20.8%

AA16.7% AAA

62.3%

Portfolio Exposure by Rating Category

Source S&P Research Report – February 2006

Source S&P Research Report – February 2006

57Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Appendix F

Currently Ramped Portfolio

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Currently Ramped Portfolio

RhinebridgeCurrently Ramped Portfolio

Rhinebridge Plc

• Rhinebridge is currently 53.2% ramped Currently Ramped Portfolio 1

Summary Statistics Current Target Par $1,329,793,040 $2,500,000,000

WARF 16.4 24.7

Weighted Average Spread 44.9 bps 32 bps

Weighted Average Life 3.83 years 4.65 years

58

Current Portfolio Composition Category ($MM) AAA AA A Total CDO 277.0 57.6 - 334.6

CMBS 32.5 - - 32.5

HEL 486.6 323.4 139.7 949.7

RMBS 13.0 - - 13.0

Credit Cards - - - -

Total 809.1 381.0 139.7 1,329.8

Target Portfolio Composition Category ($MM) AAA AA A Total CDO 437.5 62.5 62.5 562.5

CMBS 162.5 125.0 62.5 350.0

HEL 625.0 375.0 250.0 1,250.0

RMBS 237.5 50.0 25.0 312.5

Credit Cards 25.0 - - 25.0

Total 1,487.5 612.5 400.0 2,500.0

Source: Unless otherwise indicated, all information on this page has been provided by IKB CAM. Information on this page has not been verified by Morgan Stanley or any other independent third party. Morgan Stanley and any of its affiliates disclaim any and all liability relating to this information.

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Rhinebridge Plc

Appendix G

Contacts

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Contacts

Morgan StanleyContacts

Rhinebridge Plc

59

Product Management

Dorothee FuhrmannTel: +44 20 76775640Fax: +44 2076777232Email: [email protected]

Product Management

Tim ArmstrongTel: +44 20 7677 7786Fax: +44 20 7677 7232Email: [email protected]

Structuring

Navindu KatugampolaTel: +44 20 7677 4268Fax: +44 20 7677 7999Email: [email protected]

Structuring

Gregg DrennanTel: +44 20 7677 6967Fax: +44 20 7677 4328Email: [email protected]

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Contacts

IKB CAM and IKB AGContacts

Rhinebridge Plc

60

IKB CAM

Winfried ReinkeTel: +49 211 8221 4238Fax: +49 0211 8221 2238Email: [email protected]

IKB AG

Michael BraunTel: +49 211 8221 4237Fax: +49 211 8221 2237Email: [email protected]

IKB CAM

Dr. Thomas WölwerTel: + 49 211 8221 3184Fax: + 49 211 8221 3484Email: [email protected]

IKB CAM

Neil RyanTel: +44 20 7090 7235Fax: +44 20 7390 7272Email: [email protected]