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Division of Corporation Finance Securities and Exchange Commission FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2011 FORM 10-Q FOR THE PERIODS ENDED JUNE 30, 2012 RESPONSE LETTER DATED JULY 17, 2012 FILE NUMBER: 1-13908

Dear Mr. Decker:

This letter sets forth the additional information requested of Invesco Ltd. (the “Company”) from Mr. Jeffrey Gordon. Mr. Gordon requested the December 31, 2010 condensed consolidating Guarantor balance sheet in the same format as that which we provided in Appendix 2 of our response letter dated July 17, 2012.

The Company is filing, via EDGAR, this letter setting forth this additional information.

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.

October 4, 2012

Mr. Rufus Decker

Page 2

Guarantor Condensed Consolidating Balance Sheets

$ in millions

Guarantors

Non-Guarantors

Issuer

Parent

Adjustments

Consolidated

As of December 31, 2010

ASSETS

Current assets:

Cash and cash equivalents

12.4

725.9

1.1

1.1

—

740.5

Cash and cash equivalents of consolidated investment products

—

636.7

—

—

—

636.7

Unsettled fund receivables

—

513.4

—

—

—

513.4

Accounts receivable

100.5

324.2

—

—

—

424.7

Accounts receivable of consolidated investment products

—

158.8

—

—

—

158.8

Investments

7.4

269.5

—

31.9

—

308.8

Prepaid assets

9.6

54.4

—

—

—

64.0

Other current assets

39.6

68.0

6.0

0.7

(12.5

)

101.8

Deferred tax asset, net

14.6

15.8

—

—

—

30.4

Assets held for policyholders

—

1,295.4

—

—

—

1,295.4

Intercompany receivables

9.3

6.1

147.2

—

(162.6

)

—

Total current assets

193.4

4,068.2

154.3

33.7

(175.1

)

4,274.5

Non-current assets:

Investments

35.3

125.0

1.7

2.4

—

164.4

Investments of consolidated investment products

—

7,206.0

—

—

—

7,206.0

Security deposit assets and receivables

—

146.3

—

—

—

146.3

Other non-current assets

2.8

14.8

2.8

0.5

—

20.9

Deferred sales commissions

12.2

30.0

—

—

—

42.2

Property and equipment, net

122.9

149.5

—

—

—

272.4

Intangible assets, net

393.9

943.3

—

—

—

1,337.2

Goodwill

2,322.9

4,216.5

440.8

—

—

6,980.2

Intercompany receivables

311.1

1,760.4

573.6

—

(2,645.1

)

—

Investment in subsidiaries

1,333.8

5.5

4,766.1

8,400.6

(14,506.0

)

—

Total non-current assets

4,534.9

14,597.3

5,785.0

8,403.5

(17,151.1

)

16,169.6

Total assets

4,728.3

18,665.5

5,939.3

8,437.2

(17,326.2

)

20,444.1

LIABILITIES AND EQUITY

Current liabilities:

Unsettled fund payables

—

504.8

—

—

—

504.8

Income taxes payable

—

84.7

—

—

(12.5

)

72.2

Other current liabilities

120.9

774.5

9.6

0.7

—

905.7

Other current liabilities of consolidated investment products

—

486.4

—

—

—

486.4

Policyholder payables

—

1,295.4

—

—

—

1,295.4

Intercompany payables

—

—

7.7

154.9

(162.6

)

—

Total current liabilities

120.9

3,145.8

17.3

155.6

(175.1

)

3,264.5

Non-current liabilities:

Long-term debt

570.0

—

745.7

—

—

1,315.7

Long-term debt of consolidated investment products

—

5,865.4

—

—

—

5,865.4

Deferred tax liabilities, net

10.1

218.9

—

—

—

229.0

Security deposits payable

—

146.3

—

—

—

146.3

Other non-current liabilities

27.0

235.3

—

—

—

262.3

Intercompany payables

1,620.2

316.9

691.0

17.0

(2,645.1

)

—

Total non-current liabilities

2,227.3

6,782.8

1,436.7

17.0

(2,645.1

)

7,818.7

Total liabilities

2,348.2

9,928.6

1,454.0

172.6

(2,820.2

)

11,083.2

Equity:

Total equity attributable to common shareholders

2,380.1

7,640.6

4,485.3

8,264.6

(14,506.0

)

8,264.6

Equity attributable to noncontrolling interests in consolidated entities

—

1,096.3

—

—

—

1,096.3

Total equity

2,380.1

8,736.9

4,485.3

8,264.6

(14,506.0

)

9,360.9

Total liabilities and equity

4,728.3

18,665.5

5,939.3

8,437.2

(17,326.2

)

20,444.1

October 4, 2012

Mr. Rufus Decker

Page 3

If you have any questions regarding this letter, please do not hesitate to call me, Loren Starr, at (404) 479-2970.

Very truly yours,
/s/ Loren M. Starr