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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-10-117159.txt : 20101229
<SEC-HEADER>0000950123-10-117159.hdr.sgml : 20101229
<ACCEPTANCE-DATETIME>20101229144709
ACCESSION NUMBER:		0000950123-10-117159
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20101031
FILED AS OF DATE:		20101229
DATE AS OF CHANGE:		20101229
EFFECTIVENESS DATE:		20101229

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Invesco Van Kampen Trust for Investment Grade New York Municipals
		CENTRAL INDEX KEY:			0000883265
		IRS NUMBER:				366981632
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-06537
		FILM NUMBER:		101278098

	BUSINESS ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309
		BUSINESS PHONE:		404-439-3217

	MAIL ADDRESS:	
		STREET 1:		1555 PEACHTREE STREET, N.E.
		STREET 2:		SUITE 1800
		CITY:			ATLANTA
		STATE:			2Q
		ZIP:			30309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
		DATE OF NAME CHANGE:	19981006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN AMERICAN CAPITAL TRUST FOR INVT GRADE NEW YORK MU
		DATE OF NAME CHANGE:	19960102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VAN KAMPEN MERRITT TRUST FOR INVESTMENT GRADE NEW YORK MUNIC
		DATE OF NAME CHANGE:	19920929
</SEC-HEADER>
<DOCUMENT>
<TYPE>NSAR-B
<SEQUENCE>1
<FILENAME>answer.fil
<DESCRIPTION>ANNUAL REPORT
<TEXT>
<PAGE>      PAGE  1
000 B000000 10/31/2010
000 C000000 0000883265
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000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 INVESCO VAN KAMPEN TRUST FOR INV GRD NY MUNI
001 B000000 811-06537
001 C000000 8002415477
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002 B000000 ATLANTA
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008 C000001 801-33949
008 D010001 Atlanta
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008 A000002 Invesco Asset Management Deutschland GmbH
008 B000002 S
008 C000002 801-67712
008 D010002 Frankfurt
008 D050002 Germany
008 D060002 60313
008 A000003 Invesco Asset Management Limited
008 B000003 S
008 C000003 801-50197
008 D010003 London
008 D050003 United Kingdom
008 D060003 EC2A1AG
008 A000004 Invesco Asset Management (Japan) Ltd.
008 B000004 S
008 C000004 801-52601
008 D010004 Tokyo
008 D050004 Japan
008 D060004 105-6025
008 A000005 Invesco Australia Limited
008 B000005 S
008 C000005 801-68638
008 D010005 Melbourne
<PAGE>      PAGE  2
008 D050005 Australia
008 D060005 3000
008 A000006 Invesco Hong Kong Limited
008 B000006 S
008 C000006 801-47856
008 D010006 HONG KONG
008 D050006 HONG KONG
008 A000007 Invesco Senior Secured Management, Inc.
008 B000007 S
008 C000007 801-38119
008 D010007 NEW YORK
008 D020007 NY
008 D030007 10036
008 D040007 2727
008 A000008 Invesco Trimark Ltd.
008 B000008 S
008 C000008 801-62166
008 D010008 TORONTO
008 D050008 CANADA
008 D060008 M2N 6X7
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010 C010001 Houston
010 C020001 TX
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012 A000001 COMPUTERSHARE TRUST COMPANY, N.A.
012 B000001 85-11340
012 C010001 PROVIDENCE
012 C020001 RI
012 C030001 02940
012 C040001 0301
013 A000001 PRICEWATERHOUSE COOPERS, LLP
013 B010001 HOUSTON
013 B020001 TX
013 B030001 77002
014 A000001 ARIGIL MENKUL DEGERLER A.S.
014 B000001 8-00000
014 A000002 China Intl Capital Corp Hong Kong Sec. Ltd
014 B000002 8-00000
014 A000003 H.C. SECURITIES AND INVESTMENTS
014 B000003 8-00000
014 A000004 BANK MORGAN STANLEY AG
014 B000004 8-00000
014 A000005 MORGAN STANLEY DEAN WITTER CTVM SA
014 B000005 8-00000
014 A000006 MORGAN STANLEY FUTURES (HONG KONG) LIMITED
014 B000006 8-00000
014 A000007 MORGAN STANLEY HONG KONG SECURITIES LIMIITED
014 B000007 8-00000
014 A000008 MORGAN STANLEY & CO INC
014 B000008 8-15869
<PAGE>      PAGE  3
014 A000009 MORGAN STANLEY & CO INTERNATIONAL
014 B000009 8-00000
014 A000010 MORGAN STANLEY ASIA (SINGAPORE) SEC PTE
014 B000010 8-00000
014 A000011 MORGAN STANLEY CANADA LTD
014 B000011 8-00000
014 A000012 MORGAN STANLEY SECURITIES LIMITED
014 B000012 8-00000
014 A000013 MORGAN STANLEY DEAN WITTER AUSTRAILA SEC LTD
014 B000013 8-00000
014 A000014 MORGAN STANLEY DEAN WITTER AUSTRALIA LTD
014 B000014 8-00000
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014 B000015 8-00000
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014 B000016 8-00000
014 A000017 MORGAN STANLEY JAPAN SECURITIES CO LTD
014 B000017 8-00000
014 A000018 MORGAN STANLEY INDIA COMPANY PRIVATE LIMITED
014 B000018 8-00000
014 A000019 OOO MORGAN STANLEY BANK
014 B000019 8-00000
014 A000020 MORGAN STANLEY DISTRIBUTION, INC.
014 B000020 8-44766
014 A000021 MORGAN STANLEY DISTRIBUTORS INC.
014 B000021 8-45262
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014 A000023 MS SECURITIES SERVICES INC.
014 B000023 8-26804
014 A000024 PRIME DEALER SERVICES CORP
014 B000024 8-47025
014 A000025 VAN KAMPEN FUNDS INC
014 B000025 8-19412
014 A000026 MORGAN STANLEY ASIA LIMIITED
014 B000026 8-00000
014 A000027 MORGAN STANLEY TAIWAN LTD
014 B000027 8-00000
014 A000028 BLOCK INTEREST DISCOVERY SERVICE
014 B000028 8-00000
014 A000029 BETTER ALTERNATIVE TRADING SYSTEM
014 B000029 8-00000
014 A000030 MUNICENTER
014 B000030 8-00000
014 A000031 RMB MORGAN STANLEY
014 B000031 8-00000
014 A000032 HTI VALORI MOBILIARE S.A.
014 B000032 8-00000
014 A000033 MITSUBISHI UFJ SECURITIES
014 B000033 8-00000
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<PAGE>      PAGE  4
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014 A000037 Unionbanc Investment Services
014 B000037 8-30706
014 A000038 Morgan Stanley Smith Barney LLC
014 B000038 8-68191
015 A000001 STATE STREET BANK AND TRUST CO.
015 B000001 C
015 C010001 BOSTON
015 C020001 MA
015 C030001 02111
015 E010001 X
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022 A000001 JP Morgan Securities Inc.
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022 A000002 BANC OF AMERICA SECURITIES LLC
022 B000002 56-2058405
022 C000002     13289
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022 A000003 GOLDMAN, SACHS & CO.
022 B000003 13-5108880
022 C000003     11178
022 D000003      9655
022 A000004 CITIGROUP GLOBAL MARKETS INC.
022 B000004 11-2418191
022 C000004     12187
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022 A000005 MORGAN STANLEY & CO., INC.
022 B000005 13-2655998
022 C000005      8986
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022 A000006 JEFFERIES & COMPANY, INC.
022 B000006 95-2622900
022 C000006      2595
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022 B000007 13-2741729
022 C000007      3439
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022 A000008 RIDGE CLEARING & OUTSOURCING SOLUTIONS, INC.
022 B000008 13-2967453
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<PAGE>      PAGE  5
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022 A000009 1ST DISCOUNT BROKERAGE, INC.
022 B000009 65-0592899
022 C000009         0
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022 A000010 PIPER JAFFRAY & CO.
022 B000010 41-0953246
022 C000010      2500
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<PAGE>      PAGE  7
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SIGNATURE   KELLI GALLEGOS
TITLE       ASST. VP & TREASURER

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77B ACCT LTTR
<SEQUENCE>2
<FILENAME>h78501ex77b.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of Invesco Van Kampen Trust for
Investment Grade New York Municipals:

In planning and performing our audits of the financial statements of Invesco Van
Kampen Trust for Investment Grade New York Municipals (formerly known as Van
Kampen Trust For Investment Grade New York Municipals, hereafter referred to as
the "Trust") as of and for the year ended October 31, 2010, in accordance with
the standards of the Public Company Accounting Oversight Board (United States),
we considered the Trust's internal control over financial reporting, including
controls over safeguarding securities, as a basis for designing our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, but not for the purpose of
expressing an opinion on the effectiveness of the Trust's internal control over
financial reporting. Accordingly, we do not express an opinion on the
effectiveness of the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A Trust's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and trustees of
the Trust; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Trust's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Trust's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control over financial
reporting that might be material weaknesses under standards established by the
Public Company Accounting Oversight Board (United States). However, we noted no
deficiencies in the Trust's internal control over financial reporting and its
operation, including controls over safeguarding securities that we consider to
be material weaknesses as defined above as of October 31, 2010.

This report is intended solely for the information and use of management and the
Board of Trustees of the Trust and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these specified
parties.


PricewaterhouseCoopers LLP
Houston, TX

December 22, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>ex77c.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

                                                                    Sub-Item 77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

An Annual Meeting ("Meeting") of Shareholders of Invesco Van Kampen Trust for
Investment Grade New York Municipals was held on Friday, July 16, 2010. The
Meeting was held for the following purpose:

(1)   Elect four Class III Trustees, three by the holders of the Common Shares
      and one by the holders of the Preferred Shares, each of whom will serve
      for a three year term or until a successor has been duly elected and
      qualified.

The results of the voting on the above matters were as follows:

<TABLE>
<CAPTION>
                                                                                 Votes
Matter                                                          Votes For       Withheld
- ------------------------------------------------------------    ---------       --------
<S>                                                             <C>             <C>
(1) R. Craig Kennedy........................................    14,258,571      46,478
    Jack E. Nelson..........................................    14,237,915      67,134
    Colin D. Meadows........................................    14,251,464      53,585
    Hugo F. Sonnenschein (P)................................         2,492         148
</TABLE>

- ----------
(P)   Election of trustee by preferred shareholders only.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>4
<FILENAME>ex77e.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

                                                                    Sub-Item 77E
                                LEGAL PROCEEDINGS

SETTLED ENFORCEMENT ACTIONS AND INVESTIGATIONS RELATED TO MARKET TIMING

      On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by merger
to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both former
investment advisers, along with Invesco Aim Distributors, n/k/a Invesco
Distributors, Inc. (Invesco Distributors) reached final settlements with certain
regulators, including the Securities and Exchange Commission (SEC), the New York
Attorney General and the Colorado Attorney General, to resolve civil enforcement
actions and/or investigations related to market timing and related activity in
the AIM Funds (n/k/a the Invesco Funds), including those formerly advised by
IFG. As part of the settlements, a $325 million fair fund ($110 million of which
is civil penalties) was created to compensate shareholders harmed by market
timing and related activity in funds formerly advised by IFG. Additionally,
Invesco and Invesco Distributors created a $50 million fair fund ($30 million of
which is civil penalties) to compensate shareholders harmed by market timing and
related activity in funds advised by Invesco, which was done pursuant to the
terms of the settlement. The methodology of the fair funds distributions was
determined by Invesco's independent distribution consultant (IDC Plan), in
consultation with Invesco and the independent trustees of the Invesco Funds, and
approved by the SEC on May 23, 2008.

      The IDC Plan provides for distribution to all eligible investors, for the
periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair Fund)
and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund), their
proportionate share of the applicable Fair Fund to compensate such investors for
injury they may have suffered as a result of market timing in the affected
funds. The IDC Plan includes a provision for any residual amounts in the Fair
Funds to be distributed in the future to the affected funds. Further details
regarding the IDC Plan and distributions thereunder are available on Invesco's
Web site, available at http://www.invesco.com/us.

At the present time, management of Invesco and the Invesco Funds are unable to
estimate the impact, if any, that the outcome of the Pending Litigation and
Regulatory Inquiries described herein may have on Invesco, Invesco Distributors
or the Invesco Funds.

Pending Regulatory Action Alleging Market Timing

      On August 30, 2005, the West Virginia Office of the State Auditor -
Securities Commission (WVASC) issued a Summary Order to Cease and Desist and
Notice of Right to Hearing to Invesco and Invesco Distributors (Order No.
05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors
entered into certain arrangements permitting market timing of the Invesco Funds
and failed to disclose these arrangements in the prospectuses for such Funds,
and conclusions of law to the effect that Invesco and Invesco Distributors
violated the West Virginia securities laws. The WVASC orders Invesco and Invesco
Distributors to cease any further violations and seeks to impose monetary
sanctions, including restitution to affected investors, disgorgement of fees,
reimbursement of investigatory, administrative and legal costs and an
"administrative assessment," to be determined by the Commissioner. Initial
research indicates that these damages could be limited or capped by statute. By
agreement with the Commissioner of Securities, Invesco's time to respond to that
Order has been indefinitely suspended.

Private Civil Actions Alleging Market Timing

      Multiple civil lawsuits, including purported class action and shareholder
derivative suits, have been filed against various parties (including, depending
on the lawsuit, certain Invesco Funds, IFG, Invesco, Invesco Aim Management
Group, Inc., n/k/a Invesco Management Group, Inc. and certain related entities,
certain of their current and former officers and/or certain unrelated third
parties) based on allegations of improper market timing and related activity in
the Invesco Funds. These lawsuits allege a variety of theories of recovery,
including but not limited to: (i) violation of various provisions of the Federal

<PAGE>

                                                                    Sub-Item 77E

and state securities laws; (ii) violation of various provisions of Employee
Retirement Income Security Act of 1974, as amended (ERISA); (iii) breach of
fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in
both Federal and state courts and seek such remedies as compensatory damages;
restitution; injunctive relief; disgorgement of management fees; imposition of a
constructive trust; removal of certain directors and/or employees; various
corrective measures under ERISA; rescission of certain Funds' advisory
agreements; interest; and attorneys' and experts' fees. All lawsuits based on
allegations of market timing, late trading, and related issues have been
transferred to the United States District Court for the District of Maryland
(the MDL Court) for consolidated or coordinated pre-trial proceedings.

      Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits
consolidated their claims for pre-trial purposes into three amended complaints
against various Invesco - and IFG-related parties. The parties in the amended
complaints have agreed in principle to settle the actions. A list identifying
the amended complaints in the MDL Court and details of the settlements are
discussed below.

   -  RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
      SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V.
      INVESCO FUNDS GROUP, INC., ET AL, in the MDL Court (Case No. 04-MD-15864;
      No. 04-CV-00814-JFM) (originally in the United States District Court for
      the District of Colorado), filed on September 29, 2004.

   -  CYNTHIA ESSENMACHER, ET AL., Derivatively on Behalf of the Mutual Funds,
      Trusts and Corporations Comprising the Invesco and AIM Family of Mutual
      Funds v. AMVESCAP, PLC, ET AL., in the MDL Court (Case No.
      04-MD-15864-FPS; No. 04-819), filed on September 29, 2004.

   -  MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY
      SITUATED, V. AVZ, INC., ET AL., in the MDL Court (Case No.
      1:04-MD-15864-FPS), filed on September 29, 2004.

      On March 1, 2006, the MDL Court dismissed all derivative causes of action
in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section
36(b) of the Investment Company Act of 1940 (the 1940 Act); and (ii) the
"control person liability" claim under Section 48 of the 1940 Act, and all
claims asserted in the Lepera class action lawsuit but three: (i) the securities
fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii)
the excessive fee claim under Section 36(b) of the 1940 Act (which survived only
insofar as plaintiffs seek recovery of fees associated with the assets involved
in market timing); and (iii) the "control person liability" claim under Section
48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing
the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL
Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the
Funds that were transferred to the MDL Court were dismissed, although certain
Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. On
January 5, 2008, the parties reached an agreement in principle to settle both
the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to
the MDL Court approval. Individual class members have the right to object.

      On September 15, 2006, Judge Motz for the MDL Court granted the
Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such
lawsuit. The Plaintiff appealed this decision. On June 16, 2008, the Fourth
Circuit Court of Appeals reversed the dismissal and remanded this lawsuit back
to the MDL Court for further proceedings. On December 15, 2008, the parties
reached an agreement in principle to settle this lawsuit, subject to the MDL
Court approval. Individual class members have the right to object. No payments
are required under the settlement; however, the parties agreed that certain
limited changes to benefit plans and participants' accounts would be made.

      More detailed information regarding each of the civil lawsuits identified
above, including the parties to the lawsuits and summaries of the various
allegations and remedies sought, can be found in the Fund's Statement of
Additional Information.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77K CHNG ACCNT
<SEQUENCE>5
<FILENAME>h78501ex77k.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

                                                                    SUB-ITEM 77K

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

        INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

The Audit Committee of the Board of Trustees of the Trust appointed, and the
Board of Trustees ratified and approved, PricewaterhouseCoopers LLP ("PWC") as
the independent registered public accounting firm of the Fund for the fiscal
ending October 31, 2010.

Prior to May 31, 2010, the Fund was audited by a different independent
registered public accounting firm (the "Prior Auditor").

The Board of Trustees selected a new independent auditor for the Fund's current
fiscal year in connection with the appointment of Invesco Advisers as the
investment adviser to the Fund ("New Advisory Agreement").

Effective June 1, 2010, the Prior Auditor resigned as the independent registered
public accounting firm of the Fund.

The Prior Auditor's report on the financial statements of the Fund for the past
two years did not contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or accounting
principles.

During the period the Prior Auditor was engaged, there were no disagreements
with the Prior Auditor on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the Prior Auditor's satisfaction, would have caused it to make
reference to that matter in connection with its report.

(Letter dated December 29, 2010 from Deloitte & Touche LLP is attached as
Attachment A to this exhibit.)
<PAGE>

                                                                    ATTACHMENT A

December 29, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7561

Dear Sirs/Madams:

We have read Sub-Item 77K of Invesco Van Kampen Trust for Investment Grade New
York Municipals' Form N-SAR dated December 29, 2010, and we agree with the
statements made therein.

Yours truly,


/s/ DELOITTE & TOUCHE LLP

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>ex77q1ea.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

                                                                Sub-Item 77Q1(e)

                      MASTER INVESTMENT ADVISORY AGREEMENT

      THIS AGREEMENT is made this 1st day of June, 2010, by and between Invesco
Van Kampen Trust for Investment Grade New York Municipals, a Massachusetts
business trust (the "Trust"), and Invesco Advisers, Inc., a Delaware corporation
(the "Adviser").

                                    RECITALS

      WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a closed-end management investment company;

      WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment Adviser and engages in
the business of acting as an investment adviser;

      WHEREAS, the Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust upon the terms and
conditions hereinafter set forth;

      NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

            1. Advisory Services. The Adviser shall act as investment adviser
      for the Trust and shall, in such capacity, supervise all aspects of the
      Trust's operations, including the investment and reinvestment of cash,
      securities or other properties comprising the Trust's assets, subject at
      all times to the policies and control of the Board of Trustees. The
      Adviser shall give the Trust the benefit of its best judgment, efforts and
      facilities in rendering its services as investment advisor.

            2. Investment Analysis and Implementation. In carrying out its
      obligations under Section 1 hereof, the Adviser shall:

                  (a) supervise all aspects of the operations of the Trust;

                  (b) obtain and evaluate pertinent information about
            significant developments and economic, statistical and financial
            data, domestic, foreign or otherwise, whether affecting the economy
            generally or the Trust, and whether concerning the individual
            issuers whose securities are included in the assets of the Trust or
            the activities in which such issuers engage, or with respect to
            securities which the Adviser considers desirable for inclusion in
            the Trust's assets;

                  (c) determine which issuers and securities shall be
            represented in the Trust's investment portfolios and regularly
            report thereon to the Board of Trustees;

                 (d) formulate and implement continuing programs for the
            purchases and sales of the securities of such issuers and regularly
            report thereon to the Board of Trustees; and

                  (e) take, on behalf of the Trust, all actions which appear to
            the Trust necessary to carry into effect such purchase and sale
            programs and supervisory functions as aforesaid, including but not
            limited to the placing of orders for the purchase and sale of
            securities for the Trust.

            3. Securities Lending Duties and Fees. The Adviser agrees to provide
      the following services in connection with the securities lending
      activities of the Trust: (a) oversee participation in the securities
      lending program to ensure compliance with all applicable regulatory and
      investment guidelines; (b) assist the securities lending agent or
      principal (the "Agent") in determining which specific securities are
      available for loan; (c) monitor the Agent to ensure that securities loans
      are effected in accordance with the Adviser's instructions and with
      procedures adopted by the Board of Trustees; (d) prepare appropriate
      periodic reports for, and seek appropriate approvals from, the Board of
      Trustees with respect to securities lending activities; (e) respond to
      Agent inquiries; and (f) perform such other duties as necessary.

<PAGE>

            As compensation for such services provided by the Adviser in
      connection with securities lending activities, the Trust shall pay the
      Adviser a fee equal to 25% of the net monthly interest or fee income
      retained or paid to the Trust from such activities.

            4. Delegation of Responsibilities. The Adviser is authorized to
      delegate any or all of its rights, duties and obligations under this
      Agreement to one or more sub-advisers, and may enter into agreements with
      sub-advisers, and may replace any such sub-advisors from time to time in
      its discretion, in accordance with the 1940 Act, the Advisers Act, and
      rules and regulations thereunder, as such statutes, rules and regulations
      are amended from time to time or are interpreted from time to time by the
      staff of the Securities and Exchange Commission ("SEC"), and if
      applicable, exemptive orders or similar relief granted by the SEC and upon
      receipt of approval of such sub-advisors by the Board of Trustees and by
      shareholders (unless any such approval is not required by such statutes,
      rules, regulations, interpretations, orders or similar relief).

            5. Independent Contractors. The Adviser and any sub-advisers shall
      for all purposes herein be deemed to be independent contractors and shall,
      unless otherwise expressly provided or authorized, have no authority to
      act for or represent the Trust in any way or otherwise be deemed to be an
      agent of the Trust.

            6. Control by Board of Trustees. Any investment program undertaken
      by the Adviser pursuant to this Agreement, as well as any other activities
      undertaken by the Adviser on behalf of the Funds, shall at all times be
      subject to any directives of the Board of Trustees.

            7. Compliance with Applicable Requirements. In carrying out its
      obligations under this Agreement, the Adviser shall at all times conform
      to:

                  (a) all applicable provisions of the 1940 Act and the Advisers
            Act and any rules and regulations adopted thereunder;

                  (b) the provisions of the registration statement of the Trust,
            as the same may be amended from time to time under the Securities
            Act of 1933 and the 1940 Act;

                  (c) the provisions of the Declaration of Trust, as the same
            may be amended from time to time;

                  (d) the provisions of the by-laws of the Trust, as the same
            may be amended from time to time; and

                  (e) any other applicable provisions of state, federal or
            foreign law.

            8. Broker-Dealer Relationships. The Adviser is responsible for
      decisions to buy and sell securities for the Trust, broker-dealer
      selection, and negotiation of brokerage commission rates.

                  (a) The Adviser's primary consideration in effecting a
            security transaction will be to obtain the best execution.

                  (b) In selecting a broker-dealer to execute each particular
            transaction, the Adviser will take the following into consideration:
            the best net price available; the reliability, integrity and
            financial condition of the broker-dealer; the size of and the
            difficulty in executing the order; and the value of the expected
            contribution of the broker-dealer to the investment performance of
            the Trust on a continuing basis. Accordingly, the price to the Trust
            in any transaction may be less favorable than that available from
            another broker-dealer if the difference is reasonably justified by
            other aspects of the fund execution services offered.

                  (c) Subject to such policies as the Board of Trustees may from
            time to time determine, the Adviser shall not be deemed to have
            acted unlawfully or to have breached any duty created by this
            Agreement or otherwise solely by reason of its having caused the
            Trust to pay a broker or dealer that provides brokerage and research
            services to the Adviser an amount of commission for effecting a fund
            investment transaction in excess of the amount of commission another
            broker or dealer would have charged for effecting that transaction,
            if the Adviser determines in good faith that such amount of
            commission was reasonable in relation to the value of

                                       2
<PAGE>

            the brokerage and research services provided by such broker or
            dealer, viewed in terms of either that particular transaction or the
            Adviser's overall responsibilities with respect to the Trust, and to
            other clients of the Adviser as to which the Adviser exercises
            investment discretion. The Adviser is further authorized to allocate
            the orders placed by it on behalf of the Trust to such brokers and
            dealers who also provide research or statistical material, or other
            services to the Trust, to the Adviser, or to any sub-adviser. Such
            allocation shall be in such amounts and proportions as the Adviser
            shall determine and the Adviser will report on said allocations
            regularly to the Board of Trustees indicating the brokers to whom
            such allocations have been made and the basis therefor.

                  (d) With respect to the Trust, to the extent the Adviser does
            not delegate trading responsibility to one or more sub-advisers, in
            making decisions regarding broker-dealer relationships, the Adviser
            may take into consideration the recommendations of any sub-adviser
            appointed to provide investment research or advisory services in
            connection with the Trust, and may take into consideration any
            research services provided to such sub-adviser by broker-dealers.

                  (e) Subject to the other provisions of this Section 8, the
            1940 Act, the Securities Exchange Act of 1934, and rules and
            regulations thereunder, as such statutes, rules and regulations are
            amended from time to time or are interpreted from time to time by
            the staff of the SEC, any exemptive orders issued by the SEC, and
            any other applicable provisions of law, the Adviser may select
            brokers or dealers with which it or the Trust are affiliated.

            9. Compensation. The compensation that the Trust shall pay the
      Adviser is set forth in Appendix A attached hereto.

            10. Expenses of the Trust. All of the ordinary business expenses
      incurred in the operations of the Trust and the offering of its shares
      shall be borne by the Trust unless specifically provided otherwise in this
      Agreement. These expenses borne by the Trust include but are not limited
      to brokerage commissions, taxes, legal, accounting, auditing, or
      governmental fees, the cost of preparing share certificates, custodian,
      transfer and shareholder service agent costs, expenses of issue, sale,
      redemption and repurchase of shares, expenses of registering and
      qualifying shares for sale, expenses relating to trustees and shareholder
      meetings, the cost of preparing and distributing reports and notices to
      shareholders, the fees and other expenses incurred by the Trust in
      connection with membership in investment company organizations and the
      cost of printing copies of prospectuses and statements of additional
      information distributed to the Trust's shareholders.

            11. Services to Other Companies or Accounts. The Trust understands
      that the Adviser now acts, will continue to act and may act in the future
      as investment manager or adviser to fiduciary and other managed accounts,
      and as investment manager or adviser to other investment companies,
      including any offshore entities, or accounts, and the Trust has no
      objection to the Adviser so acting, provided that whenever the Trust and
      one or more other investment companies or accounts managed or advised by
      the Adviser have available funds for investment, investments suitable and
      appropriate for each will be allocated in accordance with a formula
      believed to be equitable to each company and account. The Trust recognizes
      that in some cases this procedure may adversely affect the size of the
      positions obtainable and the prices realized for the Trust.

            12. Non-Exclusivity. The Trust understands that the persons employed
      by the Adviser to assist in the performance of the Adviser's duties under
      this Agreement will not devote their full time to such service and nothing
      contained in this Agreement shall be deemed to limit or restrict the right
      of the Adviser or any affiliate of the Adviser to engage in and devote
      time and attention to other businesses or to render services of whatever
      kind or nature. The Trust further understands and agrees that officers or
      directors of the Adviser may serve as officers or trustees of the Trust,
      and that officers or trustees of the Trust may serve as officers or
      directors of the Adviser to the extent permitted by law; and that the
      officers and directors of the Adviser are not prohibited from engaging in
      any other business activity or from rendering services to any other
      person, or from serving as partners, officers, directors or trustees of
      any other firm or trust, including other investment advisory companies.

            13. Effective Date, Term and Approval. This Agreement shall become
      effective with respect to the Trust, if approved by the shareholders of
      the Trust, on the date indicated above. If so approved, this Agreement
      shall

                                       3
<PAGE>

      thereafter continue in force and effect until two years after the date
      indicated above, and may be continued from year to year thereafter,
      provided that the continuation of the Agreement is specifically approved
      at least annually:

                  (a) (i) by the Board of Trustees or (ii) by the vote of "a
            majority of the outstanding voting securities" of the Trust (as
            defined in Section 2(a)(42) of the 1940 Act); and

                  (b) by the affirmative vote of a majority of the trustees who
            are not parties to this Agreement or "interested persons" (as
            defined in the 1940 Act) of a party to this Agreement (other than as
            trustees of the Trust), by votes cast in person at a meeting
            specifically called for such purpose.

            14. Termination. This Agreement may be terminated as to the Trust at
      any time, without the payment of any penalty, by vote of the Board of
      Trustees or by vote of a majority of the outstanding voting securities of
      the Trust, or by the Adviser, on sixty (60) days' written notice to the
      other party. The notice provided for herein may be waived by the party
      entitled to receipt thereof. This Agreement shall automatically terminate
      in the event of its assignment, the term "assignment" for purposes of this
      paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.

            15. Amendment. No amendment of this Agreement shall be effective
      unless it is in writing and signed by the party against which enforcement
      of the amendment is sought.

            16. Liability of Adviser and Trust. In the absence of willful
      misfeasance, bad faith, gross negligence or reckless disregard of
      obligations or duties hereunder on the part of the Adviser or any of its
      officers, directors or employees, the Adviser shall not be subject to
      liability to the Trust or to the Funds or to any shareholder of the Trust
      for any act or omission in the course of, or connected with, rendering
      services hereunder or for any losses that may be sustained in the
      purchase, holding or sale of any security.

            17. Liability of Shareholders. Notice is hereby given that, as
      provided by applicable law, the obligations of or arising out of this
      Agreement are not binding upon any of the shareholders of the Trust
      individually but are binding only upon the assets and property of the
      Trust and that the shareholders shall be entitled, to the fullest extent
      permitted by applicable law, to the same limitation on personal liability
      as shareholders of private corporations for profit.

            18. Notices. Any notices under this Agreement shall be in writing,
      addressed and delivered, telecopied or mailed postage paid, to the other
      party entitled to receipt thereof at such address as such party may
      designate for the receipt of such notice. Until further notice to the
      other party, it is agreed that the address of the Trust and that of the
      Adviser shall be 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173.

            19. Questions of Interpretation. Any question of interpretation of
      any term or provision of this Agreement having a counterpart in or
      otherwise derived from a term or provision of the 1940 Act or the Advisers
      Act shall be resolved by reference to such term or provision of the 1940
      Act or the Advisers Act and to interpretations thereof, if any, by the
      United States Courts or in the absence of any controlling decision of any
      such court, by rules, regulations or orders of the SEC issued pursuant to
      said Acts. In addition, where the effect of a requirement of the 1940 Act
      or the Advisers Act reflected in any provision of the Agreement is revised
      by rule, regulation or order of the SEC, such provision shall be deemed to
      incorporate the effect of such rule, regulation or order. Subject to the
      foregoing, this Agreement shall be governed by and construed in accordance
      with the laws (without reference to conflicts of law provisions) of the
      State of Texas.

            20. License Agreement. The Trust shall have the non-exclusive right
      to use the name "Invesco" to designate any current or future series of
      shares only so long as Invesco Advisers, Inc. serves as investment manager
      or adviser to the Trust with respect to such series of shares.

                                       4
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.

<TABLE>
<S>                                                       <C>
                                                          INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
Attest:

/s/ Stephen R. Rimes                                      By:   /s/ John M. Zerr
- -----------------------------------------------------           -------------------------------------------------------------
                Assistant Secretary
                                                          Name: John M. Zerr

(SEAL)                                                    Title: Senior Vice President

Attest:                                                   INVESCO ADVISERS, INC.

/s/ Stephen R. Rimes                                      By:   /s/ Todd L. Spillane
- -----------------------------------------------------           -------------------------------------------------------------
                Assistant Secretary
                                                          Name: Todd L. Spillane

(SEAL)                                                    Title: Senior Vice President
</TABLE>

                                       5
<PAGE>

                                   APPENDIX A

                           COMPENSATION TO THE ADVISER

      The Trust shall pay the Adviser, out of its assets, as full compensation
for all services rendered, an advisory fee for the Trust set forth below. Such
fee shall be calculated by applying the following annual rates to the average
daily managed assets of the Trust for the calendar year.

<TABLE>
<CAPTION>
FUND NAME                                                                         ADVISORY FEE RATE
- ---------------------------------------------------------------------           ---------------------
<S>                                                                             <C>
Invesco Van Kampen Trust for  Investment Grade New York Municipals              .55% on managed assets
</TABLE>

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>7
<FILENAME>ex77q1eb.txt
<DESCRIPTION>EXHIBIT
<TEXT>
<PAGE>

                                                                Sub-Item 77Q1(e)

                     MASTER INTERGROUP SUB-ADVISORY CONTRACT

      This contract is made as of June 1, 2010 by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Trimark Ltd., Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management
(Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco
Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").

      WHEREAS:

            A) The Adviser has entered into an investment advisory agreement
      with Invesco Van Kampen Trust for Investment Grade New York Municipals
      (the "Trust"), a closed-end management investment company registered under
      the Investment Company Act of 1940, as amended (the "1940 Act");

            B) The Adviser is authorized to delegate certain, any or all of its
      rights, duties and obligations under investment advisory agreements to
      sub-advisers, including sub-advisers that are affiliated with the Adviser;

            C) Each Sub-Adviser represents that it is registered with the U.S.
      Securities and Exchange Commission ("SEC") as an investment adviser under
      the Investment Advisers Act of 1940 ("Advisers Act") as an investment
      adviser, or will be so registered prior to providing any services to the
      Trust under this Contract, and engages in the business of acting as an
      investment adviser; and

            D) The Sub-Advisers and their affiliates have personnel in various
      locations throughout the world and have been formed in part for the
      purpose of researching and compiling information and recommendations on
      the economies of various countries and securities of issuers located in
      such countries or on various types of investments and investment
      techniques, and providing investment advisory services in connection
      therewith.

      NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:

            1. Appointment. The Adviser hereby appoints each Sub-Adviser as a
      sub-adviser of the Trust for the period and on the terms set forth herein.
      Each Sub-Adviser accepts such appointment and agrees to render the
      services herein set forth, for the compensation herein provided.

            2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser
      may, in its discretion, appoint each Sub-Adviser to perform one or more of
      the following services with respect to all or a portion of the investments
      of the Trust. The services and the portion of the investments of the Trust
      to be advised or managed by each Sub-Adviser shall be as agreed upon from
      time to time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall
      pay the salaries and fees of all personnel of such Sub-Adviser performing
      services for the Trust related to research, statistical and investment
      activities.

            (a) Investment Advice. If and to the extent requested by the
      Adviser, each Sub-Adviser shall provide investment advice to the Trust and
      the Adviser with respect to all or a portion of the investments of the
      Trust or with respect to various investment techniques, and in connection
      with such advice shall furnish the Trust and the Adviser with such factual
      information, research reports and investment recommendations as the
      Adviser may reasonably require.

            (b) Order Execution. If and to the extent requested by the Adviser,
      each Sub-Adviser shall place orders for the purchase and sale of portfolio
      securities or other investments for the Trust. In so doing, each
      Sub-Adviser agrees that it shall comply with paragraph 3 below.

            (c) Discretionary Investment Management. If and to the extent
      requested by the Adviser, each Sub-Adviser shall, subject to the
      supervision of the Trust's Board of Trustees (the "Board") and the
      Adviser, manage all or a portion of the investments of the Trust in
      accordance with the investment objectives, policies and limitations
      provided in the Trust's Registration Statement and such other limitations
      as the Trust or the Adviser may impose with respect to the Trust by notice
      to the applicable Sub-Adviser(s) and otherwise in accordance with

<PAGE>

      paragraph 5 below. With respect to the portion of the investments of the
      Trust under its management, each Sub-Adviser is authorized to: (i) make
      investment decisions on behalf of the Trust with regard to any stock,
      bond, other security or investment instrument, including but not limited
      to foreign currencies, futures, options and other derivatives, and with
      regard to borrowing money; (ii) place orders for the purchase and sale of
      securities or other investment instruments with such brokers and dealers
      as the Sub-Adviser may select; and (iii) upon the request of the Adviser,
      provide additional investment management services to the Trust, including
      but not limited to managing the Trust's cash and cash equivalents and
      lending securities on behalf of the Trust. In selecting brokers or dealers
      to execute trades for the Trust, each Sub-Adviser will comply with its
      written policies and procedures regarding brokerage and trading, which
      policies and procedures shall have been approved by the Board. All
      discretionary investment management and any other activities of each
      Sub-Adviser shall at all times be subject to the control and direction of
      the Adviser and the Board.

            3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in
      placing orders with brokers and dealers, it will attempt to obtain the
      best net result in terms of price and execution. Consistent with this
      obligation, each Sub-Adviser may, in its discretion, purchase and sell
      portfolio securities from and to brokers and dealers who sell shares of
      the Trust or provide the Trust, the Adviser's other clients, or a
      Sub-Adviser's other clients with research, analysis, advice and similar
      services. Each Sub-Adviser may pay to brokers and dealers, in return for
      such research and analysis, a higher commission or spread than may be
      charged by other brokers and dealers, subject to such Sub-Adviser
      determining in good faith that such commission or spread is reasonable in
      terms either of the particular transaction or of the overall
      responsibility of the Adviser and such Sub-Adviser to the Trust and their
      other clients and that the total commissions or spreads paid by the Trust
      will be reasonable in relation to the benefits to the Trust over the long
      term. In no instance will portfolio securities be purchased from or sold
      to a Sub-Adviser, or any affiliated person thereof, except in accordance
      with the applicable securities laws and the rules and regulations
      thereunder and any exemptive orders currently in effect. Whenever a
      Sub-Adviser simultaneously places orders to purchase or sell the same
      security on behalf of the Trust and one or more other accounts advised by
      such Sub-Adviser, such orders will be allocated as to price and amount
      among all such accounts in a manner believed to be equitable to each
      account.

            4. Books and Records. Each Sub-Adviser will maintain all required
      books and records with respect to the securities transactions of the
      Trust, and will furnish the Board and the Adviser with such periodic and
      special reports as the Board or the Adviser reasonably may request. Each
      Sub-Adviser hereby agrees that all records which it maintains for the
      Adviser are the property of the Adviser, and agrees to preserve for the
      periods prescribed by applicable law any records which it maintains for
      the Adviser and which are required to be maintained, and further agrees to
      surrender promptly to the Adviser any records which it maintains for the
      Adviser upon request by the Adviser.

            5. Further Duties.

            (a) In all matters relating to the performance of this Contract,
      each Sub-Adviser will act in conformity with the Agreement and Declaration
      of Trust, By-Laws and Registration Statement of the Trust and with the
      instructions and directions of the Adviser and the Board and will comply
      with the requirements of the 1940 Act, the rules, regulations, exemptive
      orders and no-action positions thereunder, and all other applicable laws
      and regulations.

            (b) Each Sub-Adviser shall maintain compliance procedures for the
      Trust that it and the Adviser reasonably believe are adequate to ensure
      compliance with the federal securities laws (as defined in Rule 38a-1 of
      the 1940 Act) and the investment objective(s) and policies as stated in
      the Trust's prospectus and statement of additional information. Each
      Sub-Adviser at its expense will provide the Adviser or the Trust's Chief
      Compliance Officer with such compliance reports relating to its duties
      under this Contract as may be requested from time to time. Notwithstanding
      the foregoing, each Sub-Adviser will promptly report to the Adviser any
      material violations of the federal securities laws (as defined in Rule
      38a-1 of the 1940 Act) that it is or should be aware of or of any material
      violation of the Sub-Adviser's compliance policies and procedures that
      pertain to the Trust.

            (c) Each Sub-Adviser at its expense will make available to the Board
      and the Adviser at reasonable times its portfolio managers and other
      appropriate personnel, either in person or, at the mutual convenience of
      the Adviser and the Sub-Adviser, by telephone, in order to review the
      investment policies, performance and other investment

<PAGE>

      related information regarding the Trust and to consult with the Board and
      the Adviser regarding the Trust's investment affairs, including economic,
      statistical and investment matters related to the Sub-Adviser's duties
      hereunder, and will provide periodic reports to the Adviser relating to
      the investment strategies it employs. Each Sub-Adviser and its personnel
      shall also cooperate fully with counsel and auditors for, and the Chief
      Compliance Officer of, the Adviser and the Trust.

            (d) Each Sub-Adviser will assist in the fair valuation of portfolio
      securities held by the Trust. The Sub-Adviser will use its reasonable
      efforts to provide, based upon its own expertise, and to arrange with
      parties independent of the Sub-Adviser such as broker-dealers for the
      provision of, valuation information or prices for securities for which
      prices are deemed by the Adviser or the Trust's administrator not to be
      readily available in the ordinary course of business from an automated
      pricing service. In addition, each Sub-Adviser will assist the Trust and
      its agents in determining whether prices obtained for valuation purposes
      accurately reflect market price information relating to the assets of the
      Trust at such times as the Adviser shall reasonably request, including but
      not limited to, the hours after the close of a securities market and prior
      to the daily determination of the Trust's net asset value per share.

            (e) Each Sub-Adviser represents and warrants that it has adopted a
      code of ethics meeting the requirements of Rule 17j-1 under the 1940 Act
      and the requirements of Rule 204A-1 under the Advisers Act and has
      provided the Adviser and the Board a copy of such code of ethics, together
      with evidence of its adoption, and will promptly provide copies of any
      changes thereto, together with evidence of their adoption. Upon request of
      the Adviser, but in any event no less frequently than annually, each
      Sub-Adviser will supply the Adviser a written report that (A) describes
      any issues arising under the code of ethics or procedures since the
      Sub-Adviser's last report, including but not limited to material
      violations of the code of ethics or procedures and sanctions imposed in
      response to the material violations; and (B) certifies that the procedures
      contained in the Sub-Adviser's code of ethics are reasonably designed to
      prevent "access persons" from violating the code of ethics.

            (f) Upon request of the Adviser, each Sub-Adviser will review draft
      reports to shareholders and other documents provided or available to it
      and provide comments on a timely basis. In addition, each Sub-Adviser and
      each officer and portfolio manager thereof designated by the Adviser will
      provide on a timely basis such certifications or sub-certifications as the
      Adviser may reasonably request in order to support and facilitate
      certifications required to be provided by the Trust's Principal Executive
      Officer and Principal Financial Officer and will adopt such disclosure
      controls and procedures in support of the disclosure controls and
      procedures adopted by the Trust as the Adviser, on behalf of the Trust,
      deems are reasonably necessary.

            (g) Unless otherwise directed by the Adviser or the Board, each
      Sub-Adviser will vote all proxies received in accordance with the
      Adviser's proxy voting policy or, if the Sub-Adviser has a proxy voting
      policy approved by the Board, the Sub-Adviser's proxy voting policy. Each
      Sub-Adviser shall maintain and shall forward to the Trust or its
      designated agent such proxy voting information as is necessary for the
      Trust to timely file proxy voting results in accordance with Rule 30b1-4
      of the 1940 Act.

            (h) Each Sub-Adviser shall provide the Trust's custodian on each
      business day with information relating to all transactions concerning the
      assets of the Trust and shall provide the Adviser with such information
      upon request of the Adviser.

            6. Services Not Exclusive. The services furnished by each
      Sub-Adviser hereunder are not to be deemed exclusive and such Sub-Adviser
      shall be free to furnish similar services to others so long as its
      services under this Contract are not impaired thereby. Nothing in this
      Contract shall limit or restrict the right of any director, officer or
      employee of a Sub-Adviser, who may also be a Trustee, officer or employee
      of the Trust, to engage in any other business or to devote his or her time
      and attention in part to the management or other aspects of any other
      business, whether of a similar nature or a dissimilar nature.

            7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform
      any or all of the services contemplated hereunder, including but not
      limited to providing investment advice to the Trust pursuant to paragraph
      2(a) above and placing orders for the purchase and sale of portfolio
      securities or other investments for the Trust pursuant to paragraph 2(b)
      above, directly or through such of its subsidiaries or other affiliates,
      including each of the other Sub-Advisers, as such Sub-Adviser shall
      determine; provided, however, that performance of such services

<PAGE>

      through such subsidiaries or other affiliates shall have been approved,
      when required by the 1940 Act, by (i) a vote of a majority of the
      independent Trustees who are not parties to this Contract or "interested
      persons" (as defined in the 1940 Act) of a party to this Contract, other
      than as Board members ("Independent Trustees"), cast in person at a
      meeting called for the purpose of voting on such approval, and/or (ii) a
      vote of a majority of that Trust's outstanding voting securities.

            8. Compensation.

            (a) The only fees payable to the Sub-Advisers under this Contract
      are for providing discretionary investment management services pursuant to
      paragraph 2(c) above. For such services, the Adviser will pay each
      Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of
      the monthly compensation that the Adviser receives from the Trust pursuant
      to its advisory agreement with the Trust, multiplied by (ii) the fraction
      equal to the net assets of the Trust as to which the Sub-Adviser shall
      have provided discretionary investment management services pursuant to
      paragraph 2(c) above for that month divided by the net assets of the Trust
      for that month. This fee shall be payable on or before the last business
      day of the next succeeding calendar month. This fee shall be reduced to
      reflect contractual or voluntary fee waivers or expense limitations by the
      Adviser, if any, in effect from time to time as set forth in paragraph 9
      below. In no event shall the aggregate monthly fees paid to the
      Sub-Advisers under this Contract exceed 40% of the monthly compensation
      that the Adviser receives from the Trust pursuant to its advisory
      agreement with the Trust, as reduced to reflect contractual or voluntary
      fee waivers or expense limitations by the Adviser, if any.

            (b) If this Contract becomes effective or terminates before the end
      of any month, the fees for the period from the effective date to the end
      of the month or from the beginning of such month to the date of
      termination, as the case may be, shall be prorated according to the
      proportion which such period bears to the full month in which such
      effectiveness or termination occurs.

            (c) If a Sub-Adviser provides the services under paragraph 2(c)
      above to the Trust for a period that is less than a full month, the fees
      for such period shall be prorated according to the proportion which such
      period bears to the applicable full month.

            9. Fee Waivers and Expense Limitations. If, for any fiscal year of
      the Trust, the amount of the advisory fee which such Trust would otherwise
      be obligated to pay to the Adviser is reduced because of contractual or
      voluntary fee waivers or expense limitations by the Adviser, the fee
      payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
      proportionately; and to the extent that the Adviser reimburses the Trust
      as a result of such expense limitations, such Sub-Adviser shall reimburse
      the Adviser that proportion of such reimbursement payments which the fee
      payable to each Sub-Adviser pursuant to paragraph 8 above bears to the
      advisory fee under this Contract.

            10. Limitation of Liability of Sub-Adviser and Indemnification. No
      Sub-Adviser shall be liable for any costs or liabilities arising from any
      error of judgment or mistake of law or any loss suffered by the Trust in
      connection with the matters to which this Contract relates except a loss
      resulting from willful misfeasance, bad faith or gross negligence on the
      part of such Sub-Adviser in the performance by such Sub-Adviser of its
      duties or from reckless disregard by such Sub-Adviser of its obligations
      and duties under this Contract. Any person, even though also an officer,
      partner, employee, or agent of a Sub-Adviser, who may be or become a
      Trustee, officer, employee or agent of the Trust, shall be deemed, when
      rendering services to the Trust or acting with respect to any business of
      the Trust, to be rendering such service to or acting solely for the the
      Trust and not as an officer, partner, employee, or agent or one under the
      control or direction of such Sub-Adviser even though paid by it.

            11. Duration and Termination.

            (a) This Contract shall become effective with respect to each
      Sub-Adviser upon the later of the date hereabove written and the date that
      such Sub-Adviser is registered with the SEC as an investment adviser under
      the Advisers Act, if a Sub-Adviser is not so registered as of the date
      hereabove written; provided, however, that this Contract shall not take
      effect with respect to the Trust unless it has first been approved (i) by
      a vote of a majority of the Independent Trustees, cast in person at a
      meeting called for the purpose of voting on such

<PAGE>

      approval, and (ii) by vote of a majority of the Trust's outstanding voting
      securities, when required by the 1940 Act.

            (b) Unless sooner terminated as provided herein, this Contract shall
      continue in force and effect until two years after its effective date
      determined in 11(a). Thereafter, if not terminated, with respect to each
      Fund, this Contract shall continue automatically for successive periods
      not to exceed twelve months each, provided that such continuance is
      specifically approved at least annually (i) by a vote of a majority of the
      Independent Trustees, cast in person at a meeting called for the purpose
      of voting on such approval, and (ii) by the Board or by vote of a majority
      of the outstanding voting securities of that Fund.

            (c) Notwithstanding the foregoing, with respect to the Trust or any
      Sub-Adviser(s), this Contract may be terminated at any time, without the
      payment of any penalty, (i) by vote of the Board or by a vote of a
      majority of the outstanding voting securities of the Trust on sixty days'
      written notice to such Sub-Adviser(s); or (ii) by the Adviser on sixty
      days' written notice to such Sub-Adviser(s); or (iii) by a Sub-Adviser on
      sixty days' written notice to the Trust. Should this Contract be
      terminated with respect to a Sub-Adviser, the Adviser shall assume the
      duties and responsibilities of such Sub-Adviser unless and until the
      Adviser appoints another Sub-Adviser to perform such duties and
      responsibilities. Termination of this Contract with respect to one
      Sub-Adviser(s) shall not affect the continued effectiveness of this
      Contract with respect to any remaining Sub-Adviser(s). This Contract will
      automatically terminate in the event of its assignment.

            12. Amendment. No provision of this Contract may be changed, waived,
      discharged or terminated orally, but only by an instrument in writing
      signed by the party against which enforcement of the change, waiver,
      discharge or termination is sought, and, when required by the 1940 Act, no
      amendment of this Contract shall be effective until approved by vote of a
      majority of the Trust's outstanding voting securities.

            13. Notices. Any notices under this Contract shall be in writing,
      addressed and delivered, telecopied or mailed postage paid, to the other
      party entitled to receipt thereof at such address as such party may
      designate for the receipt of such notice. Until further notice to the
      other party, it is agreed that the address of the Trust and the Adviser
      shall be 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. Until
      further notice to the other party, it is agreed that the address of each
      Sub-Adviser shall be set forth in Exhibit A attached hereto.

            14. Governing Law. This Contract shall be construed in accordance
      with the laws of the State of Texas and the 1940 Act. To the extent that
      the applicable laws of the State of Texas conflict with the applicable
      provisions of the 1940 Act, the latter shall control.

            15. Multiple Sub-Advisory Agreements. This Contract has been signed
      by multiple parties; namely the Adviser, on one hand, and each
      Sub-Adviser, on the other. The parties have signed one document for
      administrative convenience to avoid a multiplicity of documents. It is
      understood and agreed that this document shall constitute a separate
      sub-advisory agreement between the Adviser and each Sub-Adviser with
      respect to the Trust, as if the Adviser and such Sub-Adviser had executed
      a separate sub-advisory agreement naming such Sub-Adviser as a sub-adviser
      to the Trust. With respect to any one Sub-Adviser, (i) references in this
      Contract to "a Sub-Adviser" or to "each Sub-Adviser" shall be deemed to
      refer only to such Sub-Adviser, and (ii) the term "this Contract" shall be
      construed according to the foregoing provisions.

            16. Miscellaneous. The captions in this Contract are included for
      convenience of reference only and in no way define or delimit any of the
      provisions hereof or otherwise affect their construction or effect. If any
      provision of this Contract shall be held or made invalid by a court
      decision, statute, rule or otherwise, the remainder of this Contract shall
      not be affected thereby. This Contract shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective
      successors. Any question of interpretation of any term or provision of
      this Contract having a counterpart in or otherwise derived from a term or
      provision of the 1940 Act or the Advisers Act shall be resolved by
      reference to such term or provision of the 1940 Act or the Advisers Act
      and to interpretations thereof, if any, by the United States Courts or in
      the absence of any controlling decision of any such court, by rules,
      regulations or orders of the SEC issued pursuant to said Acts. In
      addition, where the effect of a requirement of the 1940 Act or the
      Advisers Act reflected in any provision of the Contract is revised by
      rule, regulation or order of the SEC, such provision shall be deemed to
      incorporate the effect of such rule, regulation or order.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.

                                 INVESCO ADVISERS, INC.

                                 Adviser

                                 BY:   /s/ Todd L. Spillane
                                       -----------------------------------------

                                 NAME: Todd L. Spillane

                                 TITLE: Senior Vice President

<PAGE>

                                                                Sub-Item 77Q1(e)

<TABLE>
<S>                                                       <C>
INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH                 INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser                                               Sub-Adviser

By:    /s/ K.G. Bayer      / /s/ D. Puschmann             By:   /s/ Michelle Moran
       ----------------------------------------------           ------------------------------------------------

Name:  K.G. Bayer      /  D. Puschmann                    Name: /s/ Michelle Moran

Title: Managing Directors                                 Title: Head of Legal for UK and Ireland

INVESCO ASSET MANAGEMENT (JAPAN) LIMITED                  INVESCO AUSTRALIA LIMITED

Sub-Adviser                                               Sub-Adviser

By:    /s/ Masakazu Hasegawa                              By:   /s/ Robert Adel     /    /s/ Ian Coltman
       -----------------------------------------------          ------------------------------------------------

Name:  Masakazu Hasegawa                                  Name: Robert Adel      /        Ian Coltman

Title: Managing Director                                  Title: Director      /    Head of Legal

INVESCO HONG KONG LIMITED                                 INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser                                               Sub-Adviser

By:    /s/ Fanny Lee   /  /s/ Gracie Liu                  By:   /s/ Jeffrey H. Kupor
       -----------------------------------------------          ------------------------------------------------

Name:  Fanny Lee   /  Gracie Liu                          Name: Jeffrey H. Kupor

Title: Director    /    Director                          Title: Secretary & General Counsel

INVESCO TRIMARK LTD.

Sub-Adviser

By:    /s/ Eric J. Adelson  / /s/ Wayne Bolton
       -----------------------------------------------

Name:  Eric J. Adelson   / Wayne Bolton

Title: Senior Vice President, Legal and Secretary   /
       Vice President, Compliance and Chief Compliance
       Officer
</TABLE>

<PAGE>

                                                                Sub-Item 77Q1(e)

                                    EXHIBIT A

                            ADDRESSES OF SUB-ADVISERS

Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322

Invesco Asset Management Limited
30 Finsbury Square
London, United Kingdom
EC2A 1AG
ENGLAND

Invesco Asset Management (Japan) Limited
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025

Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Victoria 3000, Australia

Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong

Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas, 27th Floor
New York, NY 10036
USA

Invesco Trimark Ltd.
5140 Yonge Street
Suite 900
Toronto, ON, M2N 6X7
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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