SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
May 28, 2009

Via U.S. mail and facsimile

Mr. Loren M. Starr Chief Financial Officer Invesco Ltd.
1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309    RE: Form 10-K for the fiscal  year ended December 31, 2008
  Form 10-Q for the period ended March 31, 2009    File No. 1-13908  Dear Mr. Starr:    We have reviewed your response letter dated May 15, 2009 and have the following additional comments.  If you disagree with our comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as nece ssary in your explanation.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

 1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.
These revisions should be included in your future filings.

Mr. Loren M. Starr
May 28, 2009
Page 2 of 5   Results of Operations

 Proportional Share of Revenues, Net of Thir d-Party Distribution Expenses, from Joint
Venture Investments, page 32
 2. We note your response to comment 7 of our letter dated March 20, 2009.  In a similar
manner to your response, please provide a reconciliation between equity in earnings of unconsolidated affiliates as reported on your statements of income to proportional
share of revenues, net of third-party distribution expenses, from joint venture
investments.  Please also clearly explain the reconciling items and your purposes for
presenting and discussing these amounts.
 Critical Accounting Policies and Estimates, page 47

 Goodwill, page 50

 3. We note your response to comment 14 of our letter dated March 20, 2009.  Please
help us better understand how  you determined it was appropr iate to use the weighted
average cost of capital for companies in your industry instead of using your own
weighted average cost of capital for dete rmining the fair value of your reporting unit
in accordance with paragraph 23 of SFAS 142.  In this regard, please tell us what the
discount rate would have been had you c ontinued to use your own weighted average
cost of capital in your impairment te sts on October 1, 2008, October 31, 2008, and
March 31, 2009.  Please also tell us whether using your own weighted average cost of
capital on any of these date s would have caused the carry ing value of your reporting
unit to be in excess of its fair value.  Please also disclose how you determined the
weighted average cost of capital for the asset management sector.
 4. We note your response to comment 16 of our letter dated March 20, 2009.  Please
help us better understand why your components are not reporting units pursuant to
paragraph 30 of SFAS 142.  Please address the following related to your evaluation of
whether the existence of systems, standards,  protocols, conventions, and rules that act
to define the processes necessary for normal,  self-sustaining operations exist in your
components pursuant to paragraph 6 of EITF 98-3:
• Tell us the elements that you determined are included in each of the components;
• Tell us the complete set of elements necessary for each component to conduct
normal operations;  and
• Tell us the elements missing from each component that would be necessary to
conduct normal operations.  In regards to these missing elements, please tell us
how you concluded that the component is not a business.

Mr. Loren M. Starr
May 28, 2009
Page 3 of 5   5. In regards to the availability  of discrete financial information for each component,
please address the following:
• You state that the CODM and the SMDs r eceive the Senior Management Analysis
of Results and Trends and the Invesco Ltd. Dashboards.  Please tell us whether
any additional financial in formation related to com ponents is provided to the
SMDs.  If so, please provide a summary of this financial information; and
• You state that traditional pr ofit and loss measures are not produced for any of the
components.  Please clarify which specifi c statement of operation line items are
provided for each component and help us understand why you would not be able
to use this information to evaluate the profitability of the component.  In this
regard, we remind you that not all costs nece ssarily have to be allocated in order
for the component to be considered a reporting unit.

Investments, page 51

 6. We note your response to comment 17 of our letter dated March 20, 2009.  In a similar manner to your response, we encour age you to disclose the investments which
are the most susceptible to impairment.  For these investments, we encourage you to
provide a description of these investment s, disclose the significant estimates and
assumptions used to determine fair value, and provide a sensitivity analysis of the significant estimates and assumptions used to determine fair value based upon reasonably likely changes.  You should cons ider disclosing whether reasonably like
changes in these significant estimates and a ssumptions could indicate that there is an
impairment.

7. We note your response to comments 18 and 23 of our letter dated March 20, 2009.
Given the significant amount of Level 3 inve stments held by consolidated investment
products, which represent approximately 8%  of your total assets at December 31,
2008, we urge you to consider providing additional disclosures regarding the fair value measurements of these investments.  In a similar manner to your response, please disclose your rights and risks relate d to these investments.  Please also
consider disclosing the following:
• A general description of the valuation tec hniques or models used as well as any
material changes made during the reporti ng period to those te chniques or models,
why the changes were made, and, to the exte nt possible, the quantitative effect of
those changes;
• To the extent material, a discussion of the extent to which, and how, relevant
market indices were used in applying the techniques or models.  Consider
describing any material adjustments made during the reporting period to the fair
value based on market indices and your reasons for making those adjustments;
• A discussion of how the techniques  or models used are validated;
• A discussion of how sensitive the fair valu e estimates are to the significant inputs
the technique or model uses; and

Mr. Loren M. Starr
May 28, 2009
Page 4 of 5
• If material, a discussion of how increases and decreases in the aggregate fair value
have affected or may affect your liquid ity and capital resour ces as well as the
factors that resulted in any material incr ease or decrease in th e fair values.
 Note 17.  Consolidated Investment Products, page 92

 8. We note your response to comment 22 of our letter dated March 20, 2009.  In a similar manner to your response, please disc lose the nature of the amendments that
were made that led to consolidation or deconsolidation of partnerships.  We note the disclosures provided on page 96 rega rding the balance sheet impact of
deconsolidating certain partnerships pursu ant to EITF 04-5.  Please disclose the
impact of deconsolidating certain partnershi ps pursuant to FIN 46(R) as well as the
income statement impact of deconsolidati ng certain partnerships pursuant to EITF 04-
5 and FIN 46(R).  In a similar manner, pleas e disclose the balance sheet and income
statement impact of consolid ating additional partnerships  pursuant to EITF 04-5 and
FIN 46(R).  Please consider disclosing  the impact of deconsolidating and
consolidating these partne rships in a table.
 9. As a result of amendments made to certain limited partnership agreements to add objective transfer criteria, you deconso lidated $365.4 million of net assets of
consolidated investment products and the related minority interest of $363.1 million effective December 31, 2007 and $0.4 million of net assets of consolidated investment products and the related minority interest of $0.4 million effective April 1,
2008.  You changed the basis of consolida tion of $610.5 million in net assets of
consolidated products and the related $600.5 million minority interest from FIN
46(R) to EITF 04-5, effective April 1, 2008.  Th is change in basis did not impact your
consolidated financial statements as you we re already consolida ting these amounts.
In this regard, please address the following:
• Of the $365.4 million of net assets of cons olidated investment products as of
December 31, 2007 and the $0.4 million of net assets of consolidated investment products as of April 1, 2008 that you deconsolidated pursuant to FIN 46(R), please clarify how much of th ese net assets continued to be consolidated pursuant
to EITF 04-5;
• Please clarify when the contract amendmen t changes were made.  If the changes
were made on April 1, 2008, as your disc losures indicate, pl ease clarify why you
deconsolidated $365.4 million of  net assets of consolidated investment products
and the related minority interest of $363.1 million effective December 31, 2007;
and
• Please explain why there was an impact to your income statement from deconsolidating certain partnerships  under FIN 46(R) and correspondingly
consolidating them under EITF 04-5 as your response indicates.

Mr. Loren M. Starr
May 28, 2009 Page 5 of 5   10. We note your response to comment 23 of our letter dated March 20, 2009.  In a similar manner to your response, please disclose that the investments held by
consolidated investment products are accounted for pursuant to EITF 85-12.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009

 General

 11. Please address the above comments in your interim filings as well.

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

If you have any questions regarding these comments, please direct them to Nudrat
Salik, Staff Accountant, at ( 202) 551-3692 or, in her absence,  to the undersigned at (202)
551-3689.         S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant