EX-99.77C VOTES

                                                                    Sub-Item 77C

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                        INVESCO VAN KAMPEN EXCHANGE FUND

A Special Meeting ("Meeting") of Shareholders of Van Kampen Exchange Fund was
held on Friday, April 9, 2010. The Meeting was held for the following purposes:

(1)  To approve a new investment advisory agreement with Invesco Advisers, Inc.

(2)  To approve a new master sub-advisory agreement between Invesco Advisers,
     Inc. and its affiliates.



                                                                                                Votes      Votes
Matters                                                                            Votes For   Against   Abstained
- -------                                                                            ---------   -------   ---------
                                                                                                
(1) To approve a new investment advisory agreement with Invesco Advisers, Inc...
                                                                                    113,792         0      4,379
(2) To approve a new master sub-advisory agreement between Invesco
    Advisers, Inc. and its affiliates...........................................    110,715     1,815      5,641

EX-99.77E LEGAL

                                                                    SUB-ITEM 77E

                        INVESCO VAN KAMPEN EXCHANGE FUND

                                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


                                        1



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 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.


                                       2



          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.


                                        3

EX-99.77K CHNG ACCNT

                                                                   SUB-ITEM 77K

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                        INVESCO VAN KAMPEN EXCHANGE FUND



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
year ending December 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 investment
adviser to the Fund ("New Advisory Agreement").

Effective June 1, 2010, the Prior Auditor resigned as the independent registered
public accounting firm of 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 August 24, 2010 from Deloitte & Touche LLP is attached as
Attachment A to this exhibit.)



                                                                   ATTACHMENT A

August 24, 2010
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7561

Dear Sirs/Madams:

We have read item 77K of Invesco Van Kampen Exchange Fund's Form N-SAR dated
August 27, 2010, and we agree with the statements made therein.

Yours truly,

/s/ DELOITTE & TOUCHE LLP

EX-99.77Q1 OTHR EXHB

                                                                Sub-Item 77Q(1)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 Exchange Fund (the "Fund"), an open-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
     Fund 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 Fund 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-Advisor to perform one or more of
     the following services with respect to all or a portion of the investments
     of the Fund. The services and the portion of the investments of the Fund 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 Fund 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 Fund and the
     Adviser with respect to all or a portion of the investments of the Fund or
     with respect to various investment techniques, and in connection with such
     advice shall furnish the Fund 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 Fund. 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 Fund's Board of Managing General Partners (the "Board")
     and the Adviser, manage all or a portion of the investments of the Fund in
     accordance with the investment objectives, policies and limitations
     provided in the Fund's Registration Statement and such other limitations as
     the Fund or the Adviser may impose with respect to the Fund by notice to
     the applicable Sub-Adviser(s) and otherwise in



     accordance with paragraph 5 below. With respect to the portion of the
     investments of the Fund under its management, each Sub-Adviser is
     authorized to: (i) make investment decisions on behalf of the Fund 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 Fund, including but not limited to managing the Fund's cash and cash
     equivalents and lending securities on behalf of the Fund. In selecting
     brokers or dealers to execute trades for the Fund, 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
     Fund or provide the Fund, 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 Fund and their other clients and that the total
     commissions or spreads paid by the Fund will be reasonable in relation to
     the benefits to the Fund 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 Fund 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 Fund,
     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 Certificate and Agreement of
     Limited Partnership, By-Laws and Registration Statement of the Fund 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 Fund
     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
     Fund's prospectus and statement of additional information. Each Sub-Adviser
     at its expense will provide the Adviser or the Fund'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 Fund.

          (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



     related information regarding the Fund and to consult with the Board and
     the Adviser regarding the Fund'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 Fund.

          (d) Each Sub-Adviser will assist in the fair valuation of portfolio
     securities held by the Fund. 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 Fund'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 Fund and its
     agents in determining whether prices obtained for valuation purposes
     accurately reflect market price information relating to the assets of the
     Fund 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 Fund'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 Fund'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 Fund as the Adviser, on behalf of the Fund, 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 Fund or its designated
     agent such proxy voting information as is necessary for the Fund to timely
     file proxy voting results in accordance with Rule 30b1-4 of the 1940 Act.

          (h) Each Sub-Adviser shall provide the Fund's custodian on each
     business day with information relating to all transactions concerning the
     assets of the Fund 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 Fund, 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 Fund pursuant to paragraph
     2(a) above and placing orders for the purchase and sale of portfolio
     securities or other investments for the Fund 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



     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 Fund'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 Fund pursuant to
     its advisory agreement with the Fund, multiplied by (ii) the fraction equal
     to the net assets of the Fund 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 Fund 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 Fund pursuant to its advisory agreement with the Fund, 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 Fund 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
     Fund, the amount of the advisory fee which such Fund 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 Fund 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 Fund 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
     Managing General Partner, officer, employee or agent of the Fund, shall be
     deemed, when rendering services to the Fund or acting with respect to any
     business of the Fund, to be rendering such service to or acting solely for
     the the Fund 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 Fund unless it has first been approved (i) by a
     vote of a majority of the Independent Managing General Partners, cast in
     person at a meeting called for the purpose of



     voting on such approval, and (ii) by vote of a majority of the Fund'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 Managing General Partners, 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 Fund 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 Fund 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 Fund. 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 Fund'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 Fund 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
     Fund, 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
     Fund. 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.



     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




                                                                Sub-Item 77Q(1)e

                                                         
INVESCO ASSET MANAGEMENT                                    INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH                                            LIMITED

Sub-Adviser                                                 Sub-Adviser


By: /s/ K.G. Bayer              /s/ C. Puschmann            By: /s/ Michelle Moran
    -------------------------   -------------------------       -------------------------
Name: K.G Bayer                 C. Puschmann                Name: 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/ M. Hasegawa                                         By: /s/ Robert Ades             /s/ Ian Coltman
    -------------------------                                   -------------------------   -------------------------
Name: Masakazu Hasegawa                                     Name: Robert Ades               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/ Grace Liu               By: /s/ Jeffrey H. Kupor
    -------------------------   -------------------------       -------------------------
Name: Fanny Lee                 Grace Liu                   Name: Jeffrey H. Kupor
Title: Director                 Director                    Title: Secretary & General
                                                                   Counsel


INVESCO TRIMARK LTD.

Sub-Adviser


By: /s/ Eric J. Adelson
    -------------------------
Name: Eric J. Adelson
Title: Senior Vice President,
       Legal and Secretary


By: /s/ Wayne Bolton
    -------------------------
Name: Wayne Bolton
Title: Vice President,
       Compliance & Chief
       Compliance Officer





                                                                Sub-Item 77Q(1)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

EX-99.77Q1 OTHR EXHB

                                                                Sub-Item 77Q1(e)

                      MASTER INVESTMENT ADVISORY AGREEMENT

     THIS AGREEMENT is made this 1st day of June, 2010, by and between Invesco
Van Kampen Exchange Fund, a California limited partnership (the "Fund"), and
Invesco Advisers, Inc., a Delaware corporation (the "Adviser").

                                    RECITALS

     WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company;

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

     WHEREAS, the Fund and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Fund 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 advisor for
     the Fund and shall, in such capacity, supervise all aspects of the Fund's
     operations, including the investment and reinvestment of cash, securities
     or other properties comprising the Fund's assets, subject at all times to
     the policies and control of the Board of Managing General Partners. The
     Adviser shall give the Fund 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 Fund;

               (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
          Fund, and whether concerning the individual issuers whose securities
          are included in the assets of the Fund or the activities in which such
          issuers engage, or with respect to securities which the Adviser
          considers desirable for inclusion in the Fund's assets;

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

               (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 Managing General Partners; and

               (e) take, on behalf of the Fund, all actions which appear to the
          Fund 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
          Fund.

          3. Securities Lending Duties and Fees. The Adviser agrees to provide
     the following services in connection with the securities lending activities
     of the Fund: (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
     Managing General Partners; (d) prepare appropriate periodic reports for,
     and seek appropriate approvals from, the Board of Managing General Partners
     with respect to securities lending activities; (e) respond to Agent
     inquiries; and (f) perform such other duties as necessary.



          As compensation for such services provided by the Adviser in
     connection with securities lending activities, the Fund shall pay the
     Adviser a fee equal to 25% of the net monthly interest or fee income
     retained or paid to the Fund 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-advisers 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-advisers by the Board of Managing General Partners 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 Fund in any way or otherwise be deemed to be an agent
     of the Fund.

          6. Control by Board of Managing General Partners. 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 Fund, shall
     at all times be subject to any directives of the Board of Managing General
     Partners.

          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 Fund, 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 Certificate and Agreement of Limited
          Partnership, as the same may be amended from time to time;

               (d) the provisions of the by-laws of the Fund, 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 Fund, 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 Fund on a
          continuing basis. Accordingly, the price to the Fund 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 Managing General
          Partners 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 Fund 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


                                       2



          that transaction, if the Adviser determines in good faith that such
          amount of commission was reasonable in relation to the value of 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 Fund, 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 Fund to such brokers and dealers who
          also provide research or statistical material, or other services to
          the Fund, 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
          Managing General Partners indicating the brokers to whom such
          allocations have been made and the basis therefor.

               (d) With respect to the Fund, 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 Fund, 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 Fund are affiliated.

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

          10. Expenses of the Fund. All of the ordinary business expenses
     incurred in the operations of the Fund and the offering of its shares shall
     be borne by the Fund unless specifically provided otherwise in this
     Agreement. These expenses borne by the Fund 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 Fund in connection with membership in
     investment company organizations and the cost of printing copies of
     prospectuses and statements of additional information distributed to the
     Fund's shareholders.

          11. Services to Other Companies or Accounts. The Fund 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 Fund has no objection to the
     Adviser so acting, provided that whenever the Fund 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 Fund recognizes that in some
     cases this procedure may adversely affect the size of the positions
     obtainable and the prices realized for the Fund.

          12. Non-Exclusivity. The Fund 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 Fund further understands and agrees that officers or directors
     of the Adviser may serve as officers or partners of the Fund, and that
     officers or partners of the Fund 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 Fund, if approved by the shareholders of the
     Fund, on the date indicated above. If so approved, this Agreement shall

                                       3



     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 Managing General Partners or (ii) by the
          vote of "a majority of the outstanding voting securities" of the Fund
          (as defined in Section 2(a)(42) of the 1940 Act); and

               (b) by the affirmative vote of a majority of the Managing General
          Partners 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 Managing General Partners of the Fund), by votes cast in person at
          a meeting specifically called for such purpose.

          14. Termination. This Agreement may be terminated as to the Fund at
     any time, without the payment of any penalty, by vote of the Board of
     Managing General Partners or by vote of a majority of the outstanding
     voting securities of the Fund, 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 Fund. 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 Fund or to any shareholder of the Fund 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 Fund
     individually but are binding only upon the assets and property of the Fund
     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 Fund 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 Fund 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 Fund with respect to such series of shares.


                                       4



     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.

                                        INVESCO VAN KAMPEN EXCHANGE FUND

Attest:


/s/ Stephen R. Rimes                    By: /s/ John M. Zerr
- -------------------------------------       ------------------------------------
Assistant Secretary                     Name: John M. Zerr
                                        Title: Senior Vice President

(SEAL)


                                        INVESCO ADVISERS, INC.

Attest:


/s/ Stephen R. Rimes                    By: /s/ Todd L. Spillane
- -------------------------------------       ------------------------------------
Assistant Secretary                     Name: Todd L. Spillane
                                        Title: Senior Vice President

(SEAL)


                                       5



                                   APPENDIX A

                           COMPENSATION TO THE ADVISER

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



FUND                                             ANNUAL RATE
- ----                               --------------------------------------
                                
Invesco Van Kampen Exchange Fund   0.30% of the Fund's average net assets



                                       6