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            June 19, 2009

            VIA EXPRESS DELIVERY, EDGAR AND FACSIMILE

            Ms. Pam Long

            Assistant Director

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            Invesco Ltd.

            Definitive Proxy Statement on Schedule 14A, filed April 8, 2009

            File Number: 001-13908

            Dear Ms. Long:

            This letter sets forth the responses of Invesco Ltd. (the “Company”) to your comment letter, dated April 30, 2009, relating to the Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) of the Company filed with the Securities and Exchange
            Commission (the “Commission”) on April 8, 2009.

            The Company is filing, via EDGAR, this letter setting forth the Company’s responses to comments of the Staff of the Commission (the “Staff”) regarding the Proxy Statement. Enclosed as well are two hard copies of the Company’s response letter. We have included your original questions in bold italics in
            addition to providing our responses.

                                         The Company acknowledges that:

                        •

                        the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

                        •

                        Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                        •

                        the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

            June 19, 2009

            Ms. Pam Long

            Page 2

            Executive Compensation, page 20

            Compensation Discussion and Analysis, page 20

            Determination of the 2008 Annual Award Pool, page 23

                        1.

                        We note that the committee used net operating income, net operating margin, assets under management and diluted earnings per share to determine the size of the award pool for variable compensation for 2008. We further note that the committee “evaluated” these same financial measures when making other compensation decisions. You do not
                        disclose the other decisions for which these financial measures were evaluated, however. Please tell us for which decisions the committee used these financial measures. Please provide a detailed response. For your reference, please refer to comment one in our letter to you dated December 10, 2008, in which, among other matters, we asked you to clarify in future filings the purposes for which your committee used items of corporate performance in connection with
                        compensation decisions.

            Response to Comment 1

            The performance factors noted above (net operating income, net operating margin, assets under management and diluted earnings per share) are described in the context of the annual award pool. Accordingly, the disclosure indicating that “each of these aspects of our financial performance was evaluated by the committee in making its compensation decisions” is intended to
            refer to the decisions made with respect to the establishment of the award pool in general and the awards issued thereunder. We provide more detail about these decisions and consideration of these performance factors under subsequent sections relating to the award determinations for the CEO and the other named executive officers, as detailed below.

            With respect to our Chief Executive Officer, we disclosed under the heading “Chief Executive Officer’s Compensation – Award Determinations” that the committee took into account these same factors in setting Mr. Flanagan’s compensation. As described, the committee took into account Mr. Flanagan’s cautious approach to managing the business, which
            helped the Company maintain a net operating margin above 31% even though declining assets under management had put pressure on net operating revenues, net operating income and diluted earnings per share. Additionally, we stated that our Chief Executive Officer’s compensation was

            decreased to reflect “the decline in company financial results largely brought on by market forces.”

            With respect to compensation decisions for named executive officers other than the Chief Executive Officer, we disclosed that our named executive officer’s compensation decreased generally in line with the year-over-year decrease in the award pool, which was determined based upon analysis of the above-mentioned performance factors. We direct the Staff’s
            attention to the Proxy Statement paragraph immediately following the one cited, where we state that, although the committee did not attempt to assign relative weight to any single performance

            June 19, 2009

            Ms. Pam Long

            Page 3

            factor, “...the 2008 awards to our named executive officers generally decreased year-over-year in line with the decrease in the company-wide annual award pool.”

            Under the caption “Compensation of Other Executive Officers – 2008 Awards” we disclosed that Mr. Flanagan’s recommendations to the committee regarding compensation of other executive officers “reflected the company’s overall performance for 2008, as described above...” referring to the same
            Company performance factors earlier cited. We further described the committee’s belief “that the other executive officers’ pay should reflect the lower operating results of the company versus 2007.” These “lower operating results” were previously identified in the description of the committee’s determination of the overall award pool.

            Award Maximums for the Named Executive Officers, page 23

                        2.

                        We note your disclosure that “the profitability of the firm, as reflected in PCBOI, is the determining performance based measure in establishing award maximums for our executive officers.” With a view toward future disclosure, please tell us the dollar amount of the PCBOI profitability performance target for 2008 as well as your actual
                        PCBOI profitability performance for 2008. For your reference, please refer to comment one in our letter to you dated August 29, 2008, in which, among other matters, we asked you to identify and quantify specific items of corporate performance that are taken into account in setting compensation policies and making compensation decisions.

            Response to Comment 2

            We do not target any particular dollar amount of PCBOI profitability. Rather, as described in the sections entitled “Process for Establishing Annual Award Pool,” “Determination of the 2008 Annual Award Pool,” and “Award Maximums for the Named Executive Officers,” the committee determines during the first quarter of the year the ranges for the
            general award pool as a percentage of the year’s PCBOI – the committee approved a target range for cash bonuses for 2008 of between 24% and 29% of PCBOI and for share awards of between 8% and 13% of PCBOI. For purposes of Section 162(m), specific percentages of PCBOI are established for named executive officers, which we describe as “award maximums,” but no specific PCBOI target is established for such awards. Naturally, if actual PCBOI is a negative number,
            the resulting award maximum for a named executive officer would be zero (0) for that year. Since we do not establish a target for PCBOI, we do not believe that disclosure of our actual PCBOI for the year is relevant to an investor’s understanding of our policies and decisions with respect to compensation of our named executive officers.

            The dollar amount of the Company’s PCBOI for any particular year cannot be determined prior to fiscal year end. Once the amount of the prior year’s PCBOI is known, however, the committee (i) determines the size of the Company-wide award pool, and (ii) computes the dollar amount of the award maximums for the named executive officers (which are then reduced
            to actual award amounts using the committee’s “negative discretion”). It is

            June 19, 2009

            Ms. Pam Long

            Page 4

            important to note, however, that the Company does not target any particular dollar amount of PCBOI for any purpose.

                        3.

                        Please tell us why you expect that the “performance-based awards granted for 2008 in the form of annual cash bonuses and share awards...should qualify for the performance- based compensation exception to Section 162(m).” In this regard, we note your disclosures throughout your CD&A that your compensation decisions are based on
                        qualitative judgments made by your compensation committee, the absence of a non-equity incentive plan compensation column in your summary compensation table, and your disclosure that Mr. Flanagan participated in establishing his own performance criteria.

            Response to Comment 3

            We expect that the performance-based awards granted for 2008 in the form of cash bonuses and share awards should qualify for the 162(m) exception for performance-based compensation, as further described below.

            First, as described in the Proxy Statement under the heading “Award Maximums for the Named Executive Officers,” the committee approves annually in advance specific award maximums for each executive officer (including each named executive officer) under the Company’s Executive Incentive Bonus Plan, which was approved by our shareholders. Each of these award maximums
            is expressed as a percentage of the Company’s PCBOI – an objectively determined performance criteria, which must be a positive number in order to yield a positive award maximum. At the time such percentage maximums are set by the committee, the Company’s PCBOI for that year is of course not yet known – PCBOI for the ongoing year will only be ultimately determined based on the Company’s financial statements once they have been finalized. Further, the
            award maximums limit the aggregate dollar value of both the cash bonus and share award components that the Company expects to grant to the individual executive officer upon conclusion of the year. At the time the award maximums are set, however, no determination has been made as to what portion of the award will be delivered to the executive officer in the form of cash and what portion will be delivered in the form of shares. Additionally, the PCBOI percentages pertaining to
            particular executive officers are not communicated to such officers at that time. After the year has concluded and the Company’s financial results for the period are known, the amount of the Company’s PCBOI – and thus each award maximum – may be computed. The committee then engages in a non-formulaic, qualitative assessment of each executive officer’s performance and uses its “negative discretion”

            to reduce the award amount from the computed maximum to an actual amount to be granted. The “qualitative” assessment is therefore used to reduce each award from the objectively-determined PCBOI performance criteria. In addition, the committee at that time determines the relative proportions of cash and common share awards that will make up the aggregate award.

            Second, in future filings with the Commission, we will present the information set forth in the “Bonus” column of the current Summary Compensation Table in a new column to be headed “Non-Equity Incentive Plan Compensation.” In addition, we will in future filings include

            June 19, 2009

            Ms. Pam Long

            Page 5

            additional narrative and footnote disclosure relating to incentive awards under the “Grants of Plan-Based Awards” table for the applicable year in order to more clearly reflect the committee’s process described above. Such additional disclosure will be substantially similar to the revised Summary Compensation Table and Grant of Plan-Based Awards Table appended to this letter.

            Finally, solely the committee established the objective award maximum for Mr. Flanagan. Mr. Flanagan did not participate in the committee’s determination and certification of actual performance against the award maximum. The committee selected, after receiving Mr. Flanagan’s input, the other performance criteria to be used in the committee’s qualitative,
            non-formulaic assessment for determining the value of the final award. The committee’s process mirrored the qualitative evaluation which the committee undertakes for other named executive officers described in the preceding paragraph, using negative discretion under Section 162(m). As described in the Proxy Statement, the committee and Mr. Flanagan agreed at the onset of the performance measurement period that certain factors – including continued progress in executing
            the Company’s multi-year strategic priorities and maintaining or improving the Company’s financial performance relative to other firms in our industry – should be relevant and considered by the committee, among many other factors which the committee might take into consideration, in its qualitative assessment of his performance. Mr. Flanagan did not participate in the committee’s evaluation of his performance against these performance factors.

            Chief Executive Officer’s Compensation, page 24

            Employment Agreement, page 24

                        4.

                        Please tell us the metric or metrics against which company performance was measured for purposes of comparing the company to other firms in connection with the performance criteria applicable to Mr. Flanagan. It is unclear as to whether the committee and Mr. Flanagan used PCBOI, net operating income, net operating margin, assets under management,
                        diluted earnings per share, a combination of some or all of these metrics or some other metric or metrics. In addition, please tell us the targets for these metrics and where actual results fell with respect to those targets.

            Response to Comment 4

            With respect to the performance criteria applicable to Mr. Flanagan, the committee compared the Company’s performance primarily with respect to (i) the percentage of assets under management performing in the top half of the Company’s peer group, and (ii) the performance of the Company’s stock price relative to a composite index composed of a select
            peer group. As described in the Proxy Statement, however, the committee determined that the related awards would not be formulaic but that it would apply a qualitative assessment in considering these performance criteria, as described in our response to Question 3 above. Consequently, the committee did not set targets for any of these metrics. The committee used such measures as part of its overall qualitative assessment in order to exercise “negative discretion” to
            reduce Mr. Flanagan’s incentive compensation from the award maximum it had previously established as a percentage of PCBOI to the actual award amount.

            June 19, 2009

            Ms. Pam Long

            Page 6

            Award Determination, page 24

                        5.

                        We note the disclosure in the last paragraph. Please advise us as to the nature of the opinion provided by Johnson Associates and also provide to us copies of all materials prepared by Johnson