AMENDMENT NUMBER ONE TO THE INVESTMENT ADVISORY AGREEMENT This Amendment Number One, dated November 1, 2004, to the Investment Advisory Agreement dated October 31, 1996 (the "Agreement") by and between Van Kampen Exchange Fund, (the "Fund"), a...The Investment Advisory Agreement • February 28th, 2005 • Van Kampen Exchange Fund
AMENDMENT NUMBER ONE TO THE INVESTMENT ADVISORY AGREEMENT This Amendment Number One, dated November 1, 2004, to the Investment Advisory Agreement dated October 31, 1996 (the "Agreement") by and between Van Kampen Exchange Fund, (the "Fund"), a California Limited Partnership and Van Kampen Asset Management (the "Adviser," successor in interest of Van Kampen Asset Management Inc.), a Statutory Trust, hereby amends the terms and conditions of the Agreement in the manner specified herein. W I T N E S S E T H WHEREAS, the Board of Managing General Partners of the Fund at a meeting held on September 23, 2004 has approved a reduction in the investment management fee payable by the Fund to the Adviser; and WHEREAS, the parties desire to amend and restate Section 3 of the Agreement relating to the investment management fee. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Agreement, as follows:
