0000950123-11-042039 Sample Contracts

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
Master Custodian Contract • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Massachusetts

This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”

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MASTER INTERGROUP SUB-ADVISORY CONTRACT
Master Intergroup Sub-Advisory Contract • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Texas

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”).

TRANSFER AGENCY AND SERVICE AGREEMENT between INVESCO VAN KAMPEN EXCHANGE FUND and INVESCO INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Texas

AGREEMENT made as of the 1st day of June, 2010, by and between INVESCO VAN KAMPEN EXCHANGE FUND, a California Limited Partnership, having its principal office and place of business at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 (the “Fund”), and Invesco Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Texas

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”).

MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • April 29th, 2011 • Invesco Van Kampen Exchange Fund • Texas

This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of June, 2010 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and INVESCO VAN KAMPEN EXCHANGE FUND, a California Limited Partnership (the “Fund”).

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