Davis Polk & Wardwell LLP is advising Morgan Stanley on the sale of its retail asset management business, including Van Kampen Investments, Inc., to Invesco Ltd. The sale is part of Morgan Stanley’s restructuring of its investment management division. Under the terms of the definitive agreement, Invesco will purchase the business, operating under both the Morgan Stanley and Van Kampen brands, in a stock-and-cash transaction valued at $1.5 billion. Morgan Stanley will receive a 9.4% minority interest in Invesco. The transaction, which has been approved by the boards of directors of both companies, is expected to close in early 2010, subject to regulatory approvals and other customary closing conditions.

Invesco Ltd. is an Atlanta, Georgia-based leading independent global investment management company. Morgan Stanley is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services.

The Davis Polk corporate team includes partners Louis L. Goldberg and John D. Amorosi and associates Ajay B. Lele, Randy Samson and R. Andrew Dickson III (not yet admitted). The investment management team includes partner Nora M. Jordan and associates Gregory S. Rowland, Tyler W. Thorn and Kyle M. Vaughn. Partners Kyoko Takahashi Lin and Jean M. McLoughlin and associates Ron M. Aizen and Gillian Emmett Moldowan are providing benefits advice. Partner Michael Mollerus and associate Andrew Teruo Hayashi are providing tax advice. Partner Edmond T. FitzGerald of the New York office and counsel Erin K. Cho of the Washington DC office are providing ERISA advice. Except as noted above, all members of the Davis Polk team are based in the New York office.