EX-99.77B ACCT LTTR

            Report of Independent Registered Public Accounting Firm

To the Board of Managing Partners and Unit Holders of Invesco Van Kampen
Exchange Fund:

In planning and performing our audit of the financial statements of Invesco Van
Kampen Exchange Fund (the "Fund"), as of and for the year ended December 31,
2012, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Fund'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 Fund's internal control over financial reporting. Accordingly, we do not
express an opinion on the effectiveness of the Fund's internal control over
financial reporting.

Management of the Fund 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 fund'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 fund'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 fund; (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 fund
are being made only in accordance with authorizations of management and
trustees of the fund; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of a fund'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
Fund's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Fund'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 Fund'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 December 31, 2012.

This report is intended solely for the information and use of management and
the Board of Managing Partners and Unit Holders of Invesco Van Kampen Exchange
Fund and the Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.

/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 25, 2013

EX-99.77C VOTES

                                                                   Sub-Item 77C

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                       INVESCO VAN KAMPEN EXCHANGE FUND

An Annual Meeting ("Meeting") of Partners of Invesco Van Kampen Exchange Fund
(the "Fund") was held on July 17, 2012. The Meeting was held for the following
purposes:

   (1)    To elect eight Managing General Partners, each to serve until the
          next annual meeting of Partners or until a successor is elected and
          qualified.

   (2)    To elect Invesco Advisers, Inc. as Non-Managing General Partner of
          the Fund.

   (3)    To amend the Fund's Partnership Agreement to provide for the payment
          of distributions in cash, without the option of reinvesting
          distribution in units of the Fund.

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



                                                                   VOTES
     MATTERS                                            VOTES FOR WITHHELD
     -------                                            --------- --------
                                                            
     (1) David C. Arch.................................  113,708   2,686
         Jerry D. Choate...............................  113,708   2,686
         Linda Hutton Heagy............................  113,708   2,686
         R. Craig Kennedy..............................  113,708   2,686
         Colin D. Meadows..............................  113,708   2,686
         Hugo F. Sonnenschein..........................  113,708   2,686
         Wayne W. Whalen...............................  113,708   2,686
         Suzanne H. Woolsey............................  113,708   2,686




                                                          VOTES   VOTES   WITHHELD/   BROKER
                                                           FOR   AGAINST ABSTENTIONS NON-VOTES
                                                         ------- ------- ----------- ---------
                                                                         
(2). To elect Invesco Advisers, Inc. as
     Non-Managing General Partner of the Fund.....       113,484    0       2,910        0
(3). To amend the Fund's Partnership Agreement to
     provide for the payment of distributions in
     cash, without the option of reinvesting
     distributions in units of the Fund...........       112,079    0       4,315        0