Global Preferred Securities Portfolio, Series 1

The unit investment trust named above (the “Portfolio”), included in Van Kampen Unit Trusts, Series 1049,invests in a portfolio of preferred securities. Of course, we cannot guarantee that the Portfolio will achieve itsobjective.

October 22, 2010

You should read this prospectus and retain it for future reference.

The Securities and Exchange Commission has not approved or disapproved of the Unitsor passed upon the adequacy or accuracy of this prospectus.

Any contrary representation is a criminal offense.

INVESCO

Investment Objective. The Portfolio seeks anattractive level of current income.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in aportfolio consisting of preferred securities issuedprimarily by financial institutions such as banks andinsurance companies. The portfolio was selected byCohen & Steers Capital Management, Inc., the“Portfolio Consultant”. In selecting the Portfolio,Cohen & Steers weighed many factors, includingindustry and company trends and fundamentals aswell as the broader economic backdrop. The bankingand insurance industr ies are highly regulated.Preferred securities, which provide regulatory capitalbenefits to the companies in these industries, can besignificantly impacted by changes in regulations.While the final outcome of regulatory changes cannotbe predicted, Cohen & Steers considered the currentregulatory environment in selecting the securities inthe portfolio. Cohen & Steers implemented valuationscreens which considered, among other things,security call features, premiums and discounts, andliquidity. Paramount in the selection process wasfundamental credit qual i ty and divers i f icat ionconsiderations. As of the Initial Date of Deposit,certain securities included in the Portfolio are ratedbelow-investment grade by both Standard & Poor’sand Moody’s Investors Service, Inc. See “RiskFactors--High Yield Security Risk”.

Recent regulatory reforms in the United States,and pending reforms overseas, may potentiallychange the role that certain preferred securities mayserve in financial institutions’ regulatory capital. Thesechanges may negatively impact the prices of somepreferred securities, particularly those trading abovetheir par values as the new reforms increase thepossibility of near-term redemption. In addition,certain preferred securities may be less attractive forissuing banks, which is believed to be likely to resultin a significant reduction in the issuance and, overtime, availability of these types of securities andpotentially many outstanding issues being redeemed.

Should an issuer call or redeem a preferred securityduring the life of the Portfolio, the monthly income onyour Units may be reduced, and in certain cases, thevalue of your Units may decrease. However, othersecurities may be positively affected, particularlythose trading at discounts to par value. Suchsecurities may experience an increase in marketvalue from issuers’ redemption activity. A longer-termconsequence of the regulatory reforms, which are tobe phased in over a period of a few years, is thepotential for certain preferred securit ies in thePortfolio to become more scarce and potentially lessliquid. In addition, other proposals to update capitalrequirements for banks globally, if finalized andadopted in the United States, would further limit theattractiveness to issuing banks of a broader range ofpreferred security types and possibly have moresignificant consequences, including a smaller marketof issues and less liquidity. It is not possible to predictthe impact of these reforms and proposals on thePortfolio. See “Preferred Securities”.

The preferred securities selected for the Portfolioconsist of traditional preferred securities and hybrid-preferred securities. Traditional preferred securitiesmay be issued by an entity taxable as a corporationand pay fixed or floating rate dividends. However,these claims are subordinated to more seniorcreditors, including senior debt holders. A companymust pay dividends on its preferred securities beforepaying any dividends on its common stock, and theclaims of preferred securities holders are ahead ofcommon stockholders’ c la ims on assets in acorporate liquidation.

Hybrid-preferred securities, including trust preferredsecurities, are debt instruments that have characteristicssimilar to those of traditional preferred securities. Hybrid-preferred securities may be issued by corporations,generally in the form of interest-bearing notes withpreferred securities characteristics, or by an affiliatedtrust or partnership of the corporation, generally in theform of preferred interests in subordinated debenturesor similarly structured securities. The hybrid-preferred

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Global Preferred Securities Portfolio

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securities market consists of both fixed and adjustablecoupon rate securities that are either perpetual in natureor have stated maturity dates. Hybrid-preferred holdersgenerally have claims to assets in a corporate liquidationthat are senior to those of traditional preferred securitiesbut subordinate to those of senior debt holders. Certainsubordinated debt and senior debt issues that havepreferred characteristics are also considered to be partof the broader preferred securities market.

The Portfolio will invest in both over-the-counter(“OTC”) and exchange-traded preferred securities. OTCissues are often referred to in the financial industry as“capital securities.” Certain Portfolio securities may paydividends that are not eligible for the corporatedividends received deduction (“DRD”) for corporationsor for treatment as qualified dividend income (“QDI”) forindividuals while other Portfolio securities may paydividends eligible for the DRD for corporations or fortreatment as QDI for individuals. There can be noassurance that favorable tax treatment of QDI willcontinue following December 31, 2010. See “Taxation”.

The preferred securities selected for the Portfoliogenerally pay a fixed rate of return during the life of thePortfolio and are sold on the basis of current yield.Although the underlying securities may pay quarterly orsemi-annual distributions of income, the Portfolio isdesigned to make monthly distributions to Unitholders.The preferred securities in the Portfolio may be calledor redeemed during the life of the Portfolio.

The Portfolio Consultant. Founded in 1986,Cohen & Steers Capital Management Inc. is amanager of high income equity portfolios specializingin U.S. REITs, global real estate securities, preferredsecurities, utilities, value equity securities and otherhigh dividend paying common stocks. As of June 30,2010, Cohen & Steers Capital Management Inc. had$26.2 billion in assets under management. Cohen &Steers manages separate account portfolios forinstitutional investors, including some of the world’slargest pension funds and endowments. In addition,the firm manages open- and closed-end mutual funds

for both retail and institutional investors. Cohen &Steers is among the largest REIT managers in theU.S. and employs a significant research and tradingstaff. Many investors have come to view Cohen &Steers as an important source for income-orientedinvestment products. Cohen & Steers also acts asSupervisor of the Portfolio. As described above,Cohen & Steers advises other cl ients such asinvestment companies and other accounts. Many ofthese client accounts are “managed” accounts. ThePortfolio is not a managed fund and will generally notsell or replace Securities. Please refer to “Objectivesand Securities Selection” for a discussion of Cohen &Steers’ activities regarding the advisory accounts ofits other clients and the effect these activities mayhave on the Securities in the Portfolio.

William Scapell, CFA, former director of preferredsecurities research at Merrill Lynch, heads the firm’spreferred securities research and investment team.Mr. Scapell and his team of analysts cover the $200billion U.S. corporate preferred market, researching abroad scope of domest ic and foreign issuersencompassing media, telecommunications, utilities,insurance, banking and finance, and real estate. Thefirm’s preferred securities investment professionalsare distinguished by the breadth of their experienceand the depth of their industry knowledge.

Principal Risks. As with all investments, you canlose money by investing in this Portfolio. The Portfolioalso might not perform as well as you expect. This canhappen for reasons such as these:

• Prices of the securities in the Portfoliowill fluctuate. The value of your investmentmay fall over time.

• The value of preferred securities mayfall if interest rates, in general, rise. Noone can predict whether interest rates will riseor fall in the future.

• An issuer may be unable to makedividend or interest payments in the

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future. This may result in a reduction in thevalue of your Units.

• The financial condition of an issuer mayworsen or its credit ratings may drop,resulting in a reduction in the value ofyour Units. This may occur at any point intime, including during the initial offering period.

• The Portfolio will receive early returns ofprincipal if securities are called or soldbefore the Portfolio termination. If thishappens your Portfolio income will decline andyou may not be able to reinvest the money youreceive at as high a yield. In addition, the valueof your Units may decline if any Portfoliosecurities trading at a premium are called at par.

• The Portfolio invests solely in preferredsecurities. Preferred securities are typicallysubordinated to bonds and other debtinstruments in a company’s capital structure interms of priority to corporate income andtherefore are subject to greater risk than thosedebt instruments. In addition to the other risksdescribed herein, income payments on certainpreferred securities may be deferred for 20consecutive quarters or more, which mayreduce the amount of income you receive onyour Units.

• The preferred securities in the Portfolioare subject to liquidity risk. This is the riskthat the value of a security will fall if trading inthe security is limited or absent. In particular,certain of the preferred securit ies in thePortfolio are “Rule 144A” securities, which aresubject to resale restrictions. The value of yourUnits may decrease if there is a lack of a liquidmarket for these securities.

• The Portfolio is concentrated insecurities issued primarily by banks andinsurance companies in the financialservices sector. Negative developments in

this sector wi l l affect the value of yourinvestment more than would be the case in amore diversified investment.

• Certain preferred securities in thePortfolio are rated below investmentgrade and are considered to be “junk”securities. These securities are considered tobe speculative and are subject to greater marketand credit risks. Accordingly, the risk of default ishigher than investment grade securities. Inaddition, these securities may be more sensitiveto interest rate changes and may be more likely tomake early returns of principal.

• Securities of foreign companies in thePortfolio present risks beyond those ofU.S. issuers. These r isks may includemarket and political factors related to thecompany’s foreign market, international tradeconditions, less regulation, smaller or lessliquid markets, increased volatility, differingaccounting practices and changes in the valueof foreign currencies.

• We do not actively manage the Portfolio.Except in limited circumstances, the Portfoliowil l hold, and continue to buy, the samesecurities even if their market value declines.

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Fee Table

The amounts below are estimates of the direct and indirectexpenses that you may incur based on a $10 Public Offering Price perUnit. Actual expenses may vary.

As a % of Public Amount Offering Per 100Sales Charge Price Units _________ _________

Initial sales charge 1.000% $10.000Deferred sales charge 2.000 20.000Creation and development fee 0.500 5.000 ______ ______Maximum sales charge 3.500% $35.000 ______ ______ ______ ______

As a % Amount of Net Per 100 Assets Units _________ _________

Estimated Organization Costs 0.364% $3.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.171% $1.642Supervisory fee 0.075 0.721Bookkeeping and administrative fees 0.015 0.150 ______ ______

Total 0.261% $2.513* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that the expensesdo not change and that the Portfolio’s annual return is 5%. Your actualreturns and expenses will vary. The amounts are the same regardless ofwhether you sell your investment at the end of a period or continue to holdyour investment. Based on these assumptions, you would pay thefollowing expenses for every $10,000 you invest in the Portfolio:

1 year $ 410

2 years 435

3 years (Life of Portfolio) 462

* The estimated annual expenses are based upon the estimated trust sizefor the Portfolio determined as of the initial date of deposit. Becausecertain of the operating expenses are fixed amounts, if the Portfolio doesnot reach the estimated size, or if the value of the Portfolio or number ofoutstanding units decline over the life of the trust, or if the actual amountof the operating expenses exceeds the estimated amounts, the actualamount of the operating expenses per 100 units would exceed theestimated amounts. In some cases, the actual amount of operatingexpenses may substantially differ from the amounts reflected above.

The maximum sales charge is 3.50% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 3.50% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.200 per Unit andaccrues daily from December 10, 2010 through May 10, 2011. YourPortfolio pays a proportionate amount of this charge on the 10th day ofeach month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee is fixed at$0.05 per Unit and is paid at the earlier of the end of the initial offeringperiod or six months following the Initial Date of Deposit. The Portfolioassesses the Supervisory Fee as a percentage of the daily net asset value(0.075%). Other annual expenses are assessed as dollar amounts per Unit.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Unit Redemption Price at Initial Date of Deposit1 $9.560

Initial Date of Deposit October 22, 2010

Mandatory Termination Date October 22, 2013

Estimated Net Annual Income2 $0.64333 per Unit

Estimated Initial Distribution2 $0.03 per Unit

Record Dates 10th day of November 2010 and each month thereafter

Distribution Dates 25th day of November 2010 and each month thereafter

CUSIP Numbers Cash – 37950X109

Wrap Fee Cash – 37950X117

1 After the first settlement date (October 27, 2010) you will pay accruedinterest from this date to your settlement date less incomedistributions.

2 As of close of business day prior to Initial Date of Deposit. The actualdistributions you receive will vary from the estimated amount due tochanges in the Portfolio’s fees and expenses, in actual income receivedby the Portfolio, currency fluctuations and with changes in the Portfoliosuch as the acquisition or liquidation of securities. See “Rights ofUnitholders--Estimated Distributions.”

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Global Preferred Securities Portfolio, Series 1

Portfolio______________________________________________________________________________________________________________Number of Shares/ Rating (4) Market Value per Cost ofPrincipal Standard Redemption Share/Per $100 of Securities toAmount Name of Issuer (1) Moody’s & Poor’s Provisions (5) Principal Amount (2) Portfolio (2) __________ ______________________________ _________ _________ ______________ ______________ _____________ France - 3.94% 139,000 AXA Baa1 BBB 12/14/18 @ 100 $ 92.144 $ 128,080.16 6.463% (3) Netherlands - 7.07% 2,780 Aegon N.V. Baa2 BBB 9/15/11 @ 25 23.590 65,580.20 6.875% 2,640 Aegon N.V. Baa2 BBB 12/15/12 @ 25 24.740 65,313.60 7.250% 2,040 ING Groep N.V. Ba1 BB 12/15/10 @ 25 24.150 49,266.00 7.200% 2,050 ING Groep N.V. Ba1 BB 10/15/12 @ 25 24.090 49,384.50 7.375% Switzerland - 7.09% 130,000 Credit Suisse Guernsey A3 BBB+ 5/15/17 @ 100 98.818 128,463.40 5.860% Due 5/29/49 104,000 Swiss Re Capital I LP Baa1 A- 5/25/16 @ 100 97.760 101,670.40 6.854% (3) United Kingdom - 11.14% 109,000 Barclays Bank plc - Series 1 Baa3 A- 12/15/34 @ 100 91.987 100,265.83 6.278% 2,000 Barclays Bank plc - Series 2 Baa3 A- 9/15/11 @ 25 24.400 48,800.00 6.625% 4,670 HSBC Holdings plc - Series A A3 A- 12/16/10 @ 25 24.590 114,835.30 6.200% 2,050 National Westminster Bank plc - Series C Ba2 BB- 11/18/10 @ 25 23.900 48,995.00 7.760% 2,100 Royal Bank of Scotland Group plc - Series H Ba3 B+ 11/18/10 @ 25 23.260 48,846.00 7.250% United States - 70.76% 139,000 American Express Company Baa2 BB 9/1/16 @ 100 101.275 140,772.25 6.800% Due 9/1/66 61,000 Bank of America Corporation - Series M Ba3 BB 5/15/18 @ 100 103.854 63,350.94 8.125% 100,000 BB&T Capital Trust IV A3 BBB 6/12/37 @ 100 100.261 100,261.00 6.820% Due 6/12/57 109,000 Capital One Capital IV Baa3 BB 2/17/32 @ 100 99.708 108,681.72 6.745% Due 2/17/37 2,650 Citigroup Capital VIII Ba1 BB- 11/18/10 @ 25 24.580 65,137.00 6.950% Due 9/15/31 3,520 Citigroup Capital XVI - Series W Ba1 BB- 12/31/11 @ 25 23.090 81,276.80 6.450% Due 12/31/66 1,430 Countrywide Capital IV Baa3 BB 11/18/10 @ 25 22.760 32,546.80 6.750% Due 4/1/33 2,450 Countrywide Capital V Baa3 BB 11/1/11 @ 25 23.290 57,060.50 7.000% Due 11/1/36 2,720 Deutsche Bank Capital Funding Trust VIII Baa2 BBB 10/18/11 @ 25 23.950 65,144.00 6.375%

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Global Preferred Securities Portfolio, Series 1

Portfolio (continued)______________________________________________________________________________________________________________Number of Shares/ Rating (4) Market Value per Cost ofPrincipal Standard Redemption Share/Per $100 of Securities toAmount Name of Issuer (1) Moody’s & Poor’s Provisions (5) Principal Amount (2) Portfolio (2) __________ ______________________________ _________ _________ ______________ ______________ _____________ United States - continued 3,270 Deutsche Bank Contingent Capital Trust II Baa2 BBB 5/23/17 @ 25 $ 25.020 $ 81,815.40 6.550% 70,000 Fifth Third Capital Trust IV Baa3 BB 4/15/17 @ 100 95.453 66,817.10 6.500% Due 4/15/37 2,610 Fifth Third Capital Trust VI Baa3 BB 11/15/12 @ 25 24.880 64,936.80 7.250% Due 11/15/67 148,000 Goldman Sachs Capital I A3 BBB _______ 96.500 142,820.00 6.345% Due 2/15/34 139,000 JPMorgan Chase & Company - Series 1 Baa1 BBB+ 4/30/18 @ 100 106.787 148,433.93 7.900% 1,070 KeyCorp Capital V Baa3 BB 11/18/10 @ 25 22.850 24,449.50 5.875% Due 7/30/33 3,340 KeyCorp Capital IX Baa3 BB 12/15/11 @ 25 24.450 81,663.00 6.750% Due 12/15/66 139,000 Lincoln National Corporation Ba1 BBB 5/17/16 @ 100 96.314 133,876.46 7.000% Due 5/17/66 174,000 MetLife, Inc. Baa2 BBB 12/15/31 @ 100 96.131 167,267.94 6.400% Due 12/15/36 4,710 Morgan Stanley Capital Trust III Baa2 BBB 11/18/10 @ 25 24.200 113,982.00 6.250% Due 3/1/33 1,320 Morgan Stanley Capital Trust VII Baa2 BBB 10/15/11 @ 25 24.560 32,419.20 6.600% Due 1/15/46 2,610 National City Capital Trust II Baa2 BBB 11/15/11 @ 25 24.950 65,119.50 6.625% Due 11/15/36 2,610 National City Capital Trust III Baa2 BBB 5/25/12 @ 25 24.960 65,145.60 6.625% Due 5/25/67 109,000 Prudential Financial, Inc. Baa3 BBB+ 6/15/18 @ 100 114.276 124,560.84 8.875% Due 6/15/38 1,970 USB Capital VII A2 BBB+ 11/18/10 @ 25 24.960 49,171.20 5.875% Due 8/15/35 2,580 USB Capital XI A2 BBB+ 9/15/11 @ 25 25.160 64,912.80 6.600% Due 9/15/66 148,000 Wells Fargo and Company - Series K Ba1 A- 3/15/18 @ 100 105.399 155,990.52 7.980% _____________

$ 3,247,113.19 _____________ _____________

See “Notes to Portfolio”.

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Notes to Portfolio

(1) The Securities are initially represented by “regular way” contracts for the performance of which cash or an irrevocable letter ofcredit has been deposited with the Trustee. Contracts to acquire Securities were entered into on October 21, 2010 and havea settlement date of October 26, 2010 (see “The Portfolio”). Shown under this heading is the issuer name, stated incomedistribution rate of each Security expressed as a percentage of par or stated value, and scheduled maturity date of eachSecurity, if any.

(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of the close of theNew York Stock Exchange on the business day before the Initial Date of Deposit. In accordance with FASB AccountingStandards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures, a number of the Portfolio’sinvestments may be classified as Level 1, which refers to security prices determined using quoted prices in active marketsfor identical securities. A number of the Portfolio’s investments may be classified as Level 2, which refers to securityprices determined using other significant observable inputs. Observable inputs are inputs that other market participantswould use in pricing a security. These may include quoted market prices for similar securities, interest rates, prepaymentspeeds and credit risk. Other information regarding the Securities, as of the Initial Date of Deposit, is as follows:

Profit Cost to (Loss) To Sponsor Sponsor ______________ ______________

$ 3,238,505 $ 8,608

(3) This preferred security is a restricted security that may only be resold pursuant to Rule 144A under the Securities Act of1933, as amended. See “Liquidity Risk”.

(4) “NR” indicates that the rating service did not provide a rating for that security. For a brief description of the ratings see“Description of Security Ratings” in the Information Supplement.

(5) The Securities are first redeemable on such date and at such price as listed in this column. The Securities may beredeemable at declining prices thereafter but not below the par or stated value. The Securities may be subject to optionalredemption provisions, such as a “make whole” call option which may be exercised in whole or in part at any time at theoption of the issuer, at prices of par or stated value. A “make whole” redemption price is generally equal to the sum ofthe principal amount of the Securities, a “make whole” amount, and any accrued and unpaid interest to the date ofredemption. The “make whole” amount is generally equal to the excess, if any, of (i) the aggregate present value as ofthe date of redemption of principal being redeemed and the amount of interest (exclusive of interest accrued to the dateof redemption) that would have been payable if redemption had not been made, determined by discounting theremaining principal and interest at a specified rate (which varies among particular securities and is generally equal to anaverage of yields on U.S. Treasury obligations with maturities corresponding to the remaining life of the Security plus apremium rate) from the dates on which the principal and interest would have been payable if the redemption had notbeen made, over (ii) the aggregate principal amount of the Securities being redeemed. Optional redemption provisionsgenerally will occur at times when the redeemed Securities have an offering side evaluation which represents a premiumover par or stated value. To the extent that the Securities were acquired at a price higher than the redemption price, thiswill represent a loss of capital when compared with the Public Offering Price of the Units when acquired.

Distributions to Unitholders will generally be reduced by the amount of dividends, interest payments or other incomewhich otherwise would have been paid with respect to redeemed Securities, and any principal amount received on suchredemption after satisfying any redemption requests for Units received by the Portfolio will be distributed to Unitholders.Certain of the Securities have provisions which would allow for their redemption prior to the earliest stated call datepursuant to the occurrence of certain extraordinary events, including changes in federal regulations governing the capitaltreatment of certain preferred securities (see “Preferred Securities”).

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Van Kampen Unit Trusts, Series 1049:

We have audited the accompanying statement of condition and the related portfolio of Global PreferredSecurities Portfolio, Series 1 (included in Van Kampen Unit Trusts, Series 1049) as of October 22, 2010. Thestatement of condition is the responsibility of the Sponsor. Our responsibility is to express an opinion on suchstatement of condition based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the statement of condition is free of material misstatement. The trust is not requiredto have, nor were we engaged to perform an audit of its internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting as a basis for designing audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the trust’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in thestatement of condition, assessing the accounting principles used and significant estimates made by thesponsor, as well as evaluating the overall statement of condition presentation. Our procedures includedconfirmation with The Bank of New York Mellon, Trustee, of cash or an irrevocable letter of credit depositedfor the purchase of Securities as shown in the statement of condition as of October 22, 2010. We believethat our audit of the statement of condition provides a reasonable basis for our opinion.

In our opinion, the statement of condition referred to above presents fairly, in all material respects, thefinancial position of Global Preferred Securities Portfolio, Series 1 (included in Van Kampen Unit Trusts, Series1049) as of October 22, 2010, in conformity with accounting principles generally accepted in the UnitedStates of America.

/s/ GRANT THORNTON LLP

New York, New YorkOctober 22, 2010

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STATEMENT OF CONDITIONAs of October 22, 2010

INVESTMENT IN SECURITIESContracts to purchase Securities (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,247,113Accrued interest to the first settlement date (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,715 _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,287,828 _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Accrued interest payable to Sponsor (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,715 Organization costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,481 Deferred sales charge liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,598 Creation and development fee liability (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,400Interest of Unitholders-- Cost to investors (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,279,920 Less: initial sales charge (6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,807 Less: deferred sales charge, creation and development fee and organization costs (3)(5)(6)(7) . . . . . . . . . . . 93,479 _____________ Net interest to Unitholders (1)(2)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,153,634 _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,287,828 _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327,992 _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.615 _____________ _____________

(1) The value of the Securities is determined by the Trustee on the bases set forth under “Public Offering--Unit Price”. The contracts to purchaseSecurities are collateralized by cash or an irrevocable letter of credit which has been deposited with the Trustee.

(2) The Trustee will advance the amount of the net interest accrued to the first settlement date to the Portfolio for distribution to the Sponsor asthe Unitholder of record as of such date.

(3) A portion of the Public Offering Price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing thePortfolio. The amount of these costs are set forth in the “Fee Table”. A distribution will be made as of the close of the initial offering periodor six months following the Initial Date of Deposit to an account maintained by the Trustee from which the organization expense obligationof the investors will be satisfied. To the extent that actual organization costs of the Portfolio are greater than the estimated amount, onlythe estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsor and deducted from the assets ofthe Portfolio.

(4) Represents the amount of mandatory distributions from the Portfolio on the bases set forth under “Public Offering”.(5) The creation and development fee is payable by the Portfolio on behalf of Unitholders out of the assets of the Portfolio as of the close of the

initial offering period. If Units are redeemed prior to the close of the initial public offering period, the fee will not be deducted from the proceeds.(6) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.(7) Assumes the maximum sales charge.

THE PORTFOLIO

The Portfolio was created under the laws of the Stateof New York pursuant to a Trust Indenture and TrustAgreement (the “Trust Agreement”), dated the date ofthis prospectus (the “Initial Date of Deposit”), amongVan Kampen Funds Inc., as Sponsor, Cohen & SteersCapital Management, Inc., as Supervisor, and The Bankof New York Mellon, as Trustee.

The Portfolio offers investors the opportunity topurchase Units representing proportionate interests in aportfolio of securities. The Portfolio may be an appropriatemedium for investors who desire to participate in aportfolio of securities with greater diversification than theymight be able to acquire individually.

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for the purchaseof the Securities and cash or an irrevocable letter ofcredit in the amount required for these purchases withthe Trustee. In exchange for these contracts, the Trusteedelivered to the Sponsor documentation evidencing theownership of Units of the Portfolio. Unless otherwiseterminated as provided in the Trust Agreement, thePortfolio will terminate on the Mandatory TerminationDate and any remaining Securities will be liquidated ordistributed by the Trustee within a reasonable time. Asused in this prospectus the term “Securities” means thesecurities (including contracts to purchase thesesecurities) listed under “Portfolio” and any additionalsecurities deposited into the Portfolio.

Additional Units of the Portfolio may be issued atany time by depositing in the Portfolio (i) additionalSecurit ies, ( i i ) contracts to purchase Securit iestogether with cash or irrevocable letters of credit or (iii)cash (or a letter of credit or the equivalent) withinstructions to purchase additional Securities. Asadditional Units are issued by the Portfol io, theaggregate value of the Securities will be increased andthe fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into the Portfolio followingthe Initial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, asnear ly as pract icable, the same percentage

relationship among the number of shares or principalamount of each Security in the Portfolio that existedimmediately prior to the subsequent deposit. Investorsmay experience a dilution of their investments and areduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securitiesand because the Portfolio will pay the associatedbrokerage or acquisit ion fees. Due to purchaserequirements in certain preferred securities markets,including limited trading volume and best pricing forround lots among other reasons, and market valuefluctuations, the Portfolio may not be able to invest ineach Security on any subsequent date of deposit inthe same proportion as existed on the Initial Date ofDeposit or immediately prior to the subsequentdeposit of Securities. This could increase the potentialfor dilution of investments and variances in anticipatedincome. Purchases and sales of Securities by yourPortfolio may impact the value of the Securities. Thismay especially be the case during the initial offering ofUnits, upon Portfolio termination and in the course ofsatisfying large Unit redemptions.

Each Unit of your Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Init ial Date ofDeposit, the number of Units may be adjusted so thatthe Public Offering Price per Unit equals $10. Thenumber of Units, fractional interest of each Unit in yourPortfolio and the estimated distributions per Unit willincrease or decrease to the extent of any adjustment.To the extent that any Units are redeemed by theTrustee or additional Units are issued as a result ofadditional Securities being deposited by the Sponsor,the fractional undivided interest in your Portfoliorepresented by each unredeemed Unit will increase ordecrease accordingly, although the actual interest inyour Portfolio will remain unchanged. Units will remainoutstanding until redeemed upon tender to the Trusteeby Unitholders, which may include the Sponsor, or untilthe termination of the Trust Agreement.

In order to acquire certain securities, it may benecessary for the Sponsor or Trustee to pay amountscovering accrued interest on the securities which exceed

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the amounts which will be made available through cashfurnished by the Sponsor on the Date of Deposit. Thiscash may exceed the interest which would accrue to thefirst settlement date. The Trustee has agreed to pay forany amounts necessary to cover any excess and will bereimbursed when funds become available from interestpayments on the related securities.

The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquiredand held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the relatedIncome and Capital Accounts. Neither the Sponsor northe Trustee shall be liable in any way for any contractfailure in any of the Securities.

OBJECTIVE AND SECURITIES SELECTION

The objective of the Portfolio is described on page 2.There is no assurance that the Portfolio will achieve itsobjective.

The Portfolio Consultant is not an affiliate of theSponsor. The Sponsor did not select the Securitiesfor the Portfolio. The Portfolio Consultant may use thelist of Securities in its independent capacity as aninvestment adviser and distribute this information tovar ious indiv iduals and ent i t ies. The Port fo l ioConsultant may recommend or effect transactions inthe Securities. This may have an adverse effect on theprices of the Securities. This also may have an impacton the price the Portfolio pays for the Securities andthe price received upon Unit redemptions or Portfoliotermination. The Portfolio Consultant may act asagent or principal in connection with the purchaseand sale of securities, including the Securities. ThePortfolio Consultant also issues reports and makesrecommendations on the Securities. The PortfolioConsultant’s research department may receivecompensation based on commissions generated byresearch and/or sales of Units.

Neither the Portfolio Consultant nor the Sponsormanage the Portfolio. You should note that the PortfolioConsultant applied the selection criteria to the Securities

for inclusion in the Portfolio prior to the Initial Date ofDeposit. After this time, the Securities may no longermeet the selection criteria. Should a Security no longermeet the selection criteria, we will generally not removethe Security from the Portfolio. In offering the Units to thepublic, neither the Sponsor nor any broker-dealers arerecommending any of the individual Securities but ratherthe entire pool of Securities in the Portfolio, taken as awhole, which are represented by the Units.

RISK FACTORS

All investments involve risk. You should understandthese risks before you invest. If the value of thesecurities falls, the value of your Units will also fall. Youcan lose money by investing in the Portfolio. No onecan guarantee that the Portfolio will achieve its objectiveor that your investment return will be positive over anyperiod. The Information Supplement, which is availableupon request, contains a more detailed discussion ofrisks related to your investment.

Preferred Securities. The Portfolio investsexclusively in preferred securities, including hybrid andtrust preferred securities. You should understand thesesecurities before you invest. Hybrid-preferred securitiesare preferred securities typically issued by corporations,generally in the form of interest-bearing notes and may beperpetual in duration or may have a stated maturity. Trustpreferred securities are similar to hybrid securities, but aretypically issued by an affiliated business trust of acorporation, generally in the form of beneficial interests insubordinated debentures or similarly structured securities.The maturity and distribution payments of the preferredsecurities generally coincide with the maturity and interestpayments on the underlying obligations. Whiledistributions received from certain preferred securities inthe Portfolio may be treated as ordinary income for federalincome tax purposes, distributions received from otherpreferred securities in the Portfolio may be designated asqualified dividend income for federal income tax purposes(see “Taxation”). The securities underlying certain preferredsecurities may be equity type securities which payperiodic dividends. The hybrid-preferred securities in thePortfolio typically feature a fixed maturity date, may deferinterest payments for up to 20 quarters without invoking a

default, and make income payments that typically are fullytaxable as interest income, rather than as dividendincome, for federal income tax purposes. Thesecurities underlying hybrid-preferred securities aretypically a type of subordinated debt instrument, suchas a note or debenture.

Preferred securities’ prices fluctuate for severalreasons including changes in investors’ perception ofthe financial condition of an issuer, the general conditionof the market for preferred securities, or when political,regulatory or economic events affecting the issuersoccur. These securities are also sensitive to interest ratefluctuations, as the cost of capital rises and borrowingcosts increase in a rising interest rate environment andthe risk that a preferred security may be called forredemption in a falling interest rate environment.

Hybrid and trust preferred securities with a statedmaturity date usually mature on the maturity date of theunderlying interest-bearing notes or subordinateddebentures and may be redeemed or liquidated prior tothe stated maturity date of such instruments for anyreason on or after their stated call date or upon theoccurrence of certain circumstances at any time. In afalling interest rate environment, a preferred securitymay be subject to increased risk of being called forearly redemption by the issuer. Certain tax or regulatoryevents may trigger the redemption of the interest-bearing notes, preferred securities or subordinateddebentures by the issuing corporation and result inprepayment of the hybrid and trust preferred securitiesprior to their stated maturity date.

The Dodd-Frank Wall Street Reform and ConsumerProtection Act (the "Dodd-Frank Act"), signed into law inJuly 2010, and other proposed regulatory changes mayhave a profound impact on preferred securities. TheDodd-Frank Act contains provisions which will makecertain hybrid and trust preferred securities lessattractive for issuing banks, which is believed to be likelyto result in a significant reduction in the issuance and,over time, availability of these types of securities andpotentially, in many outstanding issues being redeemed.These changes may negatively impact the prices ofsome securities, particularly those trading above theirpar values as the new legislation increase the possibility

of near-term redemption. Any such issuer redemptionsamong the preferred securities in the Portfolio maycause the value of your Units to decline, andfurthermore, may decrease the amount of income youmay receive on your Units. However, other securitiesmay be positively affected by potential near-termredemptions, particularly those trading at discounts topar value. Such securities may experience an increase inmarket value from issuers' redemption activity.

A longer-term consequence of the relevant provisionsof the Dodd-Frank Act, which are to be phased in over aperiod of a few years, is the potential for some types ofpreferred securities in which the Portfolio invests tobecome more scarce and potentially less liquid. Inaddition, proposals of the Basel Committee on BankingSupervision (“Basel Committee”) to update capitalrequirements for banks globally, if finalized and adopted inthe United States, would further limit the attractiveness toissuing banks of a broader range of preferred securitytypes and possibly have more significant consequences,including a smaller market of issues and less liquidity. It isnot possible to predict the impact of the Dodd-Frank Actor Basel Committee proposals on the Portfolio.

Hybrid and trust preferred securit ies are alsosubject to unique risks which include the fact thatdistributions will only be paid by a preferred security ifthe interest payments on the underlying obligations aremade, which interest payments are dependent on thefinancial condition of the issuer and, in certain cases,may be subject to deferral. During any deferral period,the Portfolio may have to recognize income as if thePortfolio had received current interest payments. Insuch a case, the Portfolio will be required to satisfydistribution requirements based on such income eventhough it would not have received cash with which topay such distributions. In addition, the underlyingobligations, and thus the hybrid and trust preferredsecurities, may be pre-paid after a stated call date oras a result of certa in tax or regulatory events.Preferred securities are typically subordinated tobonds and other debt instruments in a company’scapital structure, in terms of priority to corporateincome, and therefore will be subject to greater creditrisk than those debt instruments.

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Certain of the preferred securities in the Portfolio offera fixed rate coupon through a particular future date,after which the rate is reset to a floating coupon rate.The coupon rates on any such securit ies in thePortfolio, however, are not scheduled to reset during thelife of the Portfolio, and will remain fixed for the durationof the Portfolio. Unlike the other securities in thePortfolio, these particular preferred securities are tradedover-the-counter, and the Trustee will evaluate thesesecurities using only the prices supplied by Standard &Poor’s Securities Evaluations (the “pricing service”).

Market Risk. Market risk is the risk that the value ofthe securities in the Portfolio will fluctuate. This couldcause the value of your Units to fall below your originalpurchase price or below the par value. Market valuefluctuates in response to various factors. These caninclude changes in interest rates, inflation, the financialcondition of a security’s issuer, perceptions of the issueror insurer, or ratings on a security. Even though theSupervisor supervises your Portfolio, you shouldremember that no one manages your Portfolio. ThePortfolio will not sell a security solely because themarket value falls as is possible in a managed fund.

Interest Rate Risk. Interest rate risk is the risk thatsecurities in the Portfolio will decline in value because ofa rise in interest rates. Generally, securities that payfixed rates of return will increase in value when interestrates decline and decrease in value when interest ratesrise. Typically, securities that pay fixed rates of returnwith longer periods before maturity are more sensitive tointerest rate changes.

Credit and Distribution Payment Risk. Creditand distribution payment risk is the risk that an issuer ofa security in the Portfolio is unable or unwilling to makedividend, interest and/or principal payments. Thepreferred securities in the Portfolio are subject to uniquerisks which include the fact that distributions will only bepaid by the security if interest payments on theunderlying obl igations are made. Such interestpayments are dependent on the financial condition ofthe issuer. Distributions for certain preferred securitiesmay not be paid at all or, in certain cases, may bedeferred without default. If distributions received by thePortfolio are insufficient to cover expenses, redemptions

or other Portfolio costs, it may be necessary for thePortfolio to sell Securities to cover such expenses,redemptions or other costs. Any such sales may resultin capital gains or losses to you. See “Taxation”.

Call Risk. Call risk is the risk that the issuer prepays or“calls” a security before its stated maturity. An issuer mightcall a security if interest rates fall and the security pays ahigher interest rate or if it no longer needs the money forthe original purpose. If an issuer calls a security, thePortfolio will distribute the principal to you but your futureincome distributions will fall. The Portfolio does not offerreinvestment of distributions into additional Units, andconsequently, you might not be able to reinvest thisprincipal at as high a yield. A security’s call price could beless than the price the Portfolio paid for the security andcould be below the security’s par value. This means thatyou could receive less than the amount you paid for yourUnits. If enough securities in the Portfolio are called, thePortfolio could terminate early. Some or all of thesecurities may also be subject to extraordinary optional ormandatory redemptions if certain events occur, such ascertain changes in tax laws, the substantial damage ordestruction by fire or other casualty of the project forwhich the proceeds of the securities were used, andvarious other events. The call provisions are described ingeneral terms in the “Portfolio” under “RedemptionProvisions”.

Liquidity Risk. Liquidity risk is the risk that the valueof a security will fall if trading in the security is limited orabsent. In particular, certain securities in the Portfolio are“Rule 144A” restricted securities pursuant to theSecurities Act of 1933, as amended (“1933 Act”), andmay be subject to enhanced liquidity risk. Rule 144Asecurities are restricted securities that may only be resoldin accordance with the applicable provisions of the 1933Act. Rule 144A establishes a “safe harbor” from theregistration requirements of the 1933 Act for resale ofcertain securities to qualified institutional buyers.

Restricted securities may be sold only in privatelynegotiated transactions or in a public offering withrespect to a registration statement which is in effectunder the 1933 Act. The restricted securities in thePortfolio may not be readily marketable at the time thePortfolio may be seeking to sell such securities, such as

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for a request for redemption. An insufficient number ofqualified institutional buyers interested in purchasingrestricted securities held by the Portfolio may adverselyaffect the marketability of such securities, and theTrustee might be unable to dispose of such Portfoliosecurities promptly or at reasonable prices. Whereregistration is required for the resale of a restrictedsecurity, the Portfolio may be obligated to pay all or partof the registration expenses and a considerable periodmay elapse from the time the Trustee attempts to sellsuch restricted Portfolio securities and the time theTrustee may be permitted to sell the restricted Portfoliosecurities under an effective registration statement. Dueto the potential for delays on resale and uncertainty invaluation associated with restricted securities, theTrustee may experience difficulty satisfying redemptionswithin seven days.

Whether or not the securities in the Portfolio arelisted on an exchange, the securities may delist fromthe exchange or principally trade in an over-the-counter market. As a result, the existence of a liquidtrading market could depend on whether dealers willmake a market in the securities. We cannot guaranteethat dealers will maintain a market or that a liquidtrading market will exist for any security. The value ofthe securities could fall if trading markets are limitedor absent.

Financial Services Issuers. The Portfolio investsexclusively in the preferred securities of financialservices companies or related subsidiaries. Anynegative impact on this industry will have a greaterimpact on the value of Units than on a portfoliodiversif ied over several industr ies. You shouldunderstand the risks of this industry before you invest.

The effects of the global financial crisis that began tounfold in 2007 continue to manifest in nearly all thesub-divisions of the financial services industry. Financiallosses and write downs among investment banks andsimilar institutions reached significant levels in 2008. Theimpact of these losses among traditional banks,investment banks, broker/dealers and insurers has forceda number of large such institutions into either liquidation orcombination, while drastically increasing the credit risk,and possibility of default, of bonds issued by such

institutions faced with these troubles. Many of theinstitutions are having difficulty in accessing credit marketsto finance their operations and in maintaining appropriatelevels of equity capital. In some cases, U.S. and foreigngovernments have acted to bail out or provide support toselect institutions, however the risk of default by suchissuers has nonetheless increased substantially.

In response to the financial crisis, the Dodd-FrankAct was enacted into federal law in large part to provideincreased regulation of financial institutions. The Dodd-Frank Act includes significant reforms and refinementsto modernize existing laws to address emerging risksand issues in the nation’s evolving financial system. Italso establishes entirely new regulatory regimes,including in areas such as systemic risk regulation, over-the-counter derivatives market oversight, and federalconsumer protection.

The Dodd-Frank Act will have broad impact onvirtually all participants in the financial services industryfor years to come, including banks, thrifts, depositoryinstitution holding companies, mortgage lenders,insurance companies, industrial loan companies, broker-dealers and other securities and investment advisoryfirms, private equity and hedge funds, consumers, andnumerous federal agencies and the federal regulatorystructure. These regulatory changes may have adverseeffects on certain issuers in your Portfolio, such asdecreased profits or revenues. The Sponsor is unable topredict the ultimate impact of the Dodd-Frank Act, andany resulting regulation, on the securities in your Portfolioor on the financial services industry in general.

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and withfinancial institutions, there can be no assurance thatthe risks associated with investment in financialservices company issuers will decrease as a result ofthese steps.

The Portfolio invests significantly in banks. Banks andtheir holding companies are especially subject to theadverse effects of economic recession; volatile interestrates; portfolio concentrations in geographic markets andin commercial and residential real estate loans; and

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competition from new entrants in their fields of business.In addition, banks and their holding companies areextensively regulated at both the federal and state leveland may be adversely affected by increased regulation.Economic conditions in the real estate markets havedeteriorated and have had a substantial negative effectupon banks because they generally have a portion of theirassets invested in loans secured by real estate.

Banks are highly dependent on net interest margin.Bank profitability is largely dependent on the availabilityand cost of capital funds, and can fluctuate significantlywhen interest rates change or due to increasedcompetition. Banks had received significant consumermortgage fee income as a result of activity in mortgageand refinance markets. As initial home purchasing andrefinancing activity subsided as a result of increasinginterest rates and other factors, this income diminished.Banks and their holding companies are subject toextensive federal regulation and, when such institutionsare state-chartered, to state regulation as well. Suchregulations impose strict capital requirements andlimitations on the nature and extent of businessactivities that banks may pursue. Furthermore, bankregulators have a wide range of discretion in connectionwith their supervisory and enforcement authority andmay substantially restrict the permissible activities of aparticular institution if deemed to pose significant risksto the soundness of such institution or the safety of thefederal deposit insurance fund. Regulatory actions,such as increases in the minimum capital requirementsapplicable to banks and increases in deposit insurancepremiums required to be paid by banks and thrifts tothe Federal Deposit Insurance Corporation (“FDIC”), cannegatively impact earnings and the ability of a companyto pay dividends or make interest payments. Neitherfederal insurance of deposits nor governmentalregulations, however, insures the solvency or profitabilityof banks or their holding companies, or insures againstany risk of investment in the securities issued by suchinstitutions.

Banks face competition from nontraditional lendingsources as regulatory changes have permitted newentrants to offer various f inancial products.Technological advances such as the Internet allow

these nontraditional lending sources to cut overheadand permit the more efficient use of customer data.Banks continue to face tremendous pressure frommutual funds, brokerage firms and other financialservice providers in the competition to furnish servicesthat were traditionally offered by banks.

Companies involved in the insurance, reinsurance andrisk management industry underwrite, sell or distributeproperty, casualty and business insurance. Many factorsaffect insurance, reinsurance and risk managementcompany profits, including interest rate movements, theimposition of premium rate caps, a misapprehension ofthe risks involved in given underwritings, competition andpressure to compete globally, weather catastrophes orother disasters and the effects of client mergers. Alreadyextensively regulated, insurance companies’ profits maybe adversely affected by increased governmentregulations or tax law changes.

Companies engaged in investment management andbroker-dealer activities are subject to volatility in theirearnings and share prices that often exceeds the volatilityof the equity market in general. Adverse changes in thedirection of the stock market, investor confidence, equitytransaction volume, the level and direction of interest ratesand the outlook of emerging markets could adverselyaffect the financial stability, as well as the security prices,of these companies. Additionally, competitive pressures,including increased competition with new and existingcompetitors, the ongoing commoditization of traditionalbusinesses and the need for increased capitalexpenditures on new technology could adversely impactthe profit margins of companies in the investmentmanagement and brokerage industries. Companiesinvolved in investment management and broker-dealeractivities are also subject to extensive regulation bygovernment agencies and self-regulatory organizations,and changes in laws, regulations or rules, or in theinterpretation of such laws, regulations and rules couldadversely affect the security prices of such companies.

High-Yield Security Risk. Certain of the preferredsecurities held by your Portfolio are high-yield securitiesor unrated securities. High-yield, high risk securities aresubject to greater market fluctuations and risk of lossthan securities with higher investment ratings. The value

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of these securit ies wil l decline signif icantly withincreases in interest rates, not only because increasesin rates generally decrease values, but also becauseincreased rates may indicate an economic slowdown.An economic slowdown, or a reduction in an issuer’screditworthiness, may result in the issuer being unableto maintain earnings at a level sufficient to maintaininterest and principal payments.

High-yield or “junk” securities, the generic names forsecurities rated below “BBB” by Standard & Poor’s or“Baa” by Moody’s, are frequently issued by corporationsin the growth stage of their development or byestablished companies who are highly leveraged orwhose operations or industr ies are depressed.Securities rated below BBB or Baa are consideredspeculative as these ratings indicate a quality of lessthan investment grade. Because high-yield securitiesare general ly subordinated obl igations and areperceived by investors to be riskier than higher ratedsecurities, their prices tend to fluctuate more thanhigher rated securities and are affected by short-termcredit developments to a greater degree.

The market for high-yield securities is smaller andless liquid than that for investment grade securities.High-yield securities are generally not listed on anational securit ies exchange but trade in theover-the-counter markets. Due to the smaller, less liquidmarket for high-yield securities, the bid-offer spread onsuch securities is generally greater than it is forinvestment grade securities and the purchase or sale ofsuch securities may take longer to complete.

Foreign Securities. Because the Portfolio investssignificantly in foreign securities, the Portfolio involvesadditional risks that differ from an investment indomestic securities. These risks include the risk oflosses due to future pol it ical and economicdevelopments, international trade conditions, foreignwithholding taxes and restr ict ions on foreigninvestments or exchange of securities, foreign currencyfluctuations or restriction on exchange or repatriation ofcurrencies.

The political, economic and social structures of someforeign countries may be less stable and more volatile

than those in the U.S. Investments in these countries maybe subject to the risks of internal and external conflicts,currency devaluations, foreign ownership limitations andtax increases. It is possible that a government may takeover the assets or operations of a company or imposerestrictions on the exchange or export of currency or otherassets. Some countries also may have different legalsystems that may make it difficult for the Portfolio to voteproxies, exercise investor rights, and pursue legalremedies with respect to its foreign investments.Diplomatic and political developments, including rapid andadverse political changes, social instability, regionalconflicts, terrorism and war, could affect the economies,industries, and securities and currency markets, and thevalue of the Portfolio’s investments, in non-U.S. countries.No one can predict the impact that these factors couldhave on the Portfolio’s securities.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of the factorsstated above may make it impossible to buy or sell themin a timely manner or may adversely affect the valuereceived on a sale of securities. Custody of certain of thesecurities in the Portfolio may be maintained by a globalcustody and clearing institution which has entered into asub-custodian relationship with the Trustee. In addition,round lot trading requirements exist in certain foreignsecurities markets. These round lot trading requirementscould cause the proportional composit ion anddiversification of the Portfolio’s securities to vary whenthe Portfolio purchases additional securities or sellssecurities to satisfy expenses or Unit redemptions. Thiscould have a material impact on investmentperformance and portfolio composition. Brokeragecommissions and other fees generally are higher forforeign securit ies. Government supervision andregulation of foreign securities markets, currencymarkets, trading systems and brokers may be less thanin the U.S. The procedures and rules governing foreigntransactions and custody (holding of the Portfolio’sassets) also may involve delays in payment, delivery orrecovery of money or investments.

Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,

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there may be less information publicly available aboutforeign companies than about most U.S. companies.

Certain foreign securities may be less liquid (harderto sell) and more volatile than many U.S. securities.This means the Portfolio may at times be unable tosel l foreign secur i t ies in a t imely manner or atfavorable prices. See “Liquidity Risk”.

Because securities of foreign issuers not listed on aU.S. securities exchange generally pay dividends andtrade in foreign currencies, the U.S. dollar value of thesesecurities and dividends will vary with fluctuations inforeign exchange rates. Most foreign currencies havefluctuated widely in value against the U.S. dollar forvarious economic and political reasons. To determinethe value of foreign securities or their dividends, theTrustee will estimate current exchange rates for therelevant currencies based on activity in the variouscurrency exchange markets. However, these marketscan be quite volatile depending on the activity of thelarge international commercial banks, various centralbanks, large multi-national corporations, speculatorsand other buyers and sellers of foreign currencies.Since actual foreign currency transactions may not beinstantly reported, the exchange rates estimated by theTrustee may not reflect the amount the Portfolio wouldreceive in U.S. dollars, had the Trustee sold anyparticular currency in the market. The value of theSecurities in terms of U.S. dollars, and therefore thevalue of your Units, will decline if the U.S. dollardecreases in value relative to the value of the currenciesin which the Securities trade.

Additional Units. The Sponsor may createadditional Units of the Portfolio by depositing into thePortfolio additional securities or cash with instructionsto purchase additional securities. Some of the securitiesheld by your Portfolio may have limited trading volume.The Trustee, with directions from the Sponsor, willendeavor to purchase securities with deposited cash assoon as practicable, reserving the right to purchasethose securities over several business days followingeach deposit in an effort to reduce the effect of thesepurchases on the market price for those securities. Tothe extent the price of a security increases or decreasesbetween the time cash is deposited with instructions to

purchase the security and the time cash is used topurchase the security, Units may represent less or moreof that security and more or less of the other securitiesin the Portfolio. This could result in the Portfolio’s failureto participate in any appreciation of certain securitiesbefore the cash is fully invested.

Reduced Diversification. The Portfolio involvesthe risk that the Portfolio will become smaller and lessdiversified as securities are sold, are called or mature.This could increase your risk of loss and increase yourshare of Portfolio expenses.

Quality Risk. Security quality risk is the risk that asecurity will fall in value if a rating agency decreases thesecurity’s rating.

Tax and Legislation Risk. Tax legislation proposedby the President or Congress, tax regulations proposedby the U.S. Treasury or positions taken by the InternalRevenue Service could affect the value of the trust bychanging the taxation or tax characterizations of theportfolio securities, or other income paid by or related tosuch securities. Congress has considered such proposalsin the past and may do so in the future. No one canpredict whether any legislation will be proposed, adoptedor amended by Congress and no one can predict theimpact that any other legislation might have on thePortfolio or its portfolio securities, or on the tax treatmentof your Portfolio or of your investment in the Portfolio.

No FDIC Guarantee. An investment in yourPortfolio is not a deposit of any bank and is not insuredor guaranteed by the Federal Deposit InsuranceCorporation or any other government agency.

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash, anyaccrued interest, and other assets in your Portfolioreduced by the liabilities of the Portfolio divided by thetotal Units outstanding. The maximum sales chargeequals 3.50% of the Public Offering Price per Unit(3.63% of the aggregate offering price of the Securities)at the time of purchase.

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You pay the initial sales charge at the time you buyUnits. The initial sales charge is the difference betweenthe total sales charge percentage (maximum of 3.50%of the Public Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thetotal fixed dollar creation and development fee. Theinitial sales charge will be approximately 1.00% of thePublic Offering Price per Unit depending on the PublicOffering Price per Unit. The deferred sales charge isfixed at $0.200 per Unit. Your Portfolio pays thedeferred sales charge in installments as described in the“Fee Table”. If any deferred sales charge payment dateis not a business day, we will charge the payment onthe next business day. If you purchase Units after theinitial deferred sales charge payment, you will only paythat portion of the payments not yet collected. If youredeem or sell your Units prior to collection of the totaldeferred sales charge, you will pay any remainingdeferred sales charge upon redemption or sale of yourUnits. The initial and deferred sales charges are referredto as the “transactional sales charge”. The transactionalsales charge does not include the creation anddevelopment fee which compensates the Sponsor forcreating and developing your Portfolio and is describedunder “Expenses”. The creation and development fee isfixed at $0.05 per Unit. Your Portfolio pays the creationand development fee as of the close of the initialoffering period as described in the “Fee Table”. If youredeem or sell your Units prior to collection of thecreation and development fee, you will not pay thecreation and development fee upon redemption or saleof your Units. Because the deferred sales charge andcreation and development fee are fixed dollar amountsper Unit, the actual charges wil l exceed thepercentages shown in the “Fee Table” if the PublicOffering Price per Unit falls below $10 and will be lessthan the percentages shown in the “Fee Table” if thePublic Offering Price per Unit exceeds $10. In no eventwill the maximum total sales charge exceed 3.50% ofthe Public Offering Price per Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfolio must charge these amounts per Unit regardlessof any decrease in net asset value. However, if the Public

Offering Price per Unit falls to the extent that themaximum sales charge percentage results in a dollaramount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the amount ofthe initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at that price.The initial sales charge credit is paid by the Sponsor andis not paid by the Portfolio. The “Fee Table” shows thesales charge calculation at a $10 Public Offering Price perUnit and the following examples illustrate the sales chargeat prices below and above $10.

If the Public Offering Price per Unit fell to $7, themaximum sales charge would be $0.245 (3.50% of thePublic Offering Price per Unit), which consists of an initialsales charge of -$0.005, a deferred sales charge of$0.200 and a creation and development fee of $0.05. Ifthe Public Offering Price per Unit rose to $13, themaximum sales charge would be $0.455 (3.50% of thePublic Offering Price per Unit), consisting of an initial salescharge of $0.205, a deferred sales charge of $0.200 andthe creation and development fee of $0.05.

Beginning on October 22, 2011, the secondarymarket sales charge will be 3.00% and will not includedeferred payments. The actual sales charge that maybe paid by an investor may differ slightly from the salescharges shown herein due to rounding that occurs inthe calculation of the Public Offering Price and in thenumber of Units purchased.

The minimum purchase is 100 Units (25 Units forretirement accounts) but may vary by selling firm.Certain broker-dealers or selling firms may charge anorder handling fee for processing Unit purchases.

Reducing Your Sales Charge. The Sponsor offersa variety of ways for you to reduce the sales charge thatyou pay. It is your financial professional’s responsibility toalert the Sponsor of any discount when you purchaseUnits. Before you purchase Units you must also inform

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your financial professional of your qualification for anydiscount or of any combined purchases to be eligible for areduced sales charge. You may not combine discounts.Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfolio must charge these amounts per Unit regardlessof any discounts. However, if you are eligible to receive adiscount such that your total sales charge is less than thefixed dollar amounts of the deferred sales charge andcreation and development fee, you will receive a creditequal to the difference between your total sales chargeand these fixed dollar charges at the time you buy Units.

Large Quantity Purchases. You can reduce yoursales charge by increasing the size of your investment.If you purchase the amount of Units of the Portfolioshown in the table below during the initial offeringperiod, the sales charge will be as follows:

Transaction SalesAmount Charge______________ ____________

Less than $50,000 . . . . . . . . . . . . . . . . . . . 3.50%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 3.25$100,000 - $249,999 . . . . . . . . . . . . . . . . . 3.00$250,000 - $499,999 . . . . . . . . . . . . . . . . 2.75$500,000 - $999,999 . . . . . . . . . . . . . . . . 2.50$1,000,000 or more . . . . . . . . . . . . . . . . . 1.55

Except as described below, these quantity discountlevels apply only to purchases of a single Portfolio madeby the same person on a single day from a singlebroker-dealer. We apply these sales charges as apercent of the Public Offering Price per Unit at the timeof purchase. We also apply the different purchase levelson a Unit basis using a $10 Unit equivalent. Forexample, if you purchase between 5,000 and 9,999Units of the Portfolio, your sales charge will be 3.25% ofyour Public Offering Price per Unit.

For purposes of achieving these levels you maycombine purchases of Units of the Portfolio withpurchases of units of any other Van Kampen-sponsoredunit investment trust in the initial offering period whichare not already subject to a reduced sales charge. Inaddition, Units purchased in the name of your spouseor children under 21 living in the same household asyou will be deemed to be additional purchases by you

for the purposes of calculating the applicable quantitydiscount level. The reduced sales charge levels will alsobe applicable to a trustee or other fiduciary purchasingUnits for a single trust, estate (including multiple trustscreated under a single estate) or fiduciary account. Tobe el igible for aggregation as described in thisparagraph, all purchases must be made on the sameday through a single broker-dealer or selling agent. Youmust inform your broker-dealer of any combinedpurchases before your purchase to be eligible for areduced sales charge.

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financialplanners and registered broker-dealers who in eachcase either charge periodic fees for brokerage services,f inancial planning, investment advisory or assetmanagement services, or provide such services inconnection with the establishment of an investmentaccount for which a comprehensive “wrap fee” charge(“Wrap Fee”) is imposed (“Fee Accounts”). If Units of thePortfolio are purchased for a Fee Account and thePortfolio is subject to a Wrap Fee (i.e., the Portfolio is“Wrap Fee Eligible”), then the purchase will not besubject to the transactional sales charge but will besubject to the creation and development fee that isretained by the Sponsor. Please refer to the sectioncalled “Fee Accounts” for additional information onthese purchases. The Sponsor reserves the right to limitor deny purchases of Units described in this paragraphby investors or selling firms whose frequent tradingactivity is determined to be detrimental to the Portfolio.

Rollovers and Exchanges. During the initial offeringperiod of the Portfol io, unitholders of any VanKampen-sponsored unit investment trusts andunitholders of unaffiliated unit investment trusts mayutilize their redemption or termination proceeds fromsuch a trust to purchase Units of the Portfolio offered inthis prospectus at the Public Offering Price per Unit less1.00%. In order to be eligible for the sales chargediscounts applicable to Unit purchases made withredemption or termination proceeds from other unitinvestment trusts, the termination or redemptionproceeds used to purchase Units of the Portfolio mustbe derived from a transaction that occurred within 30

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days of your Unit purchase. In addition, the discountswill only be available for investors that utilize the samebroker-dealer (or a different broker-dealer withappropriate notification) for both the Unit purchase andthe transaction resulting in the receipt of the terminationor redemption proceeds used for the Unit purchase.You may be required to provide appropriatedocumentation or other information to yourbroker-dealer to evidence your eligibility for thesereduced sales charge discounts. An exchange does notavoid a taxable event on the redemption or terminationof an interest in a trust.

Employees. Employees, officers and directors(including their spouses and children under 21 living inthe same household, and trustees, custodians orfiduciaries for the benefit of such persons) of VanKampen Funds Inc. and its affiliates, and dealers andtheir affiliates may purchase Units at the Public OfferingPrice less the applicable dealer concession. Al lemployee discounts are subject to the policies of therelated selling firm. Only employees, officers anddirectors of companies that allow their employees toparticipate in this employee discount program areeligible for the discounts.

Unit Price. The Public Offering Price of Units willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in theprices of the underlying Securities in the Portfolio. Theinitial price of the Securities upon deposit by theSponsor was determined by the Trustee, utilizing pricesreceived from the pricing service in connection withPortfolio securities which are traded over-the-counter.The Trustee will generally determine the value of theSecurities as of the Evaluation Time on each businessday and will adjust the Public Offering Price of Unitsaccordingly. The Evaluation Time is the close of theNew York Stock Exchange on each business day. Theterm “business day”, as used herein and under “Rightsof Unitholders--Redemption of Units”, means any dayon which the New York Stock Exchange is open forregular trading. The Public Offering Price per Unit willbe effect ive for al l orders received pr ior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and orders

received by authorized financial professionals prior tothe Evaluation Time that are properly transmitted to theSponsor by the time designated by the Sponsor, arepriced based on the date of receipt. Orders received bythe Sponsor after the Evaluation Time, and ordersreceived by authorized financial professionals after theEvaluation Time or orders received by such personsthat are not transmitted to the Sponsor until after thetime designated by the Sponsor, are priced based onthe date of the next determined Public Offering Priceper Unit provided they are received timely by theSponsor on such date. It is the responsibil ity ofauthorized financial professionals to transmit ordersreceived by them to the Sponsor so they will bereceived in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security isvalued at i ts fa ir value, as determined underprocedures establ ished by the Trustee or anindependent pricing service used by the Trustee. Inthese cases, the Portfolio’s net asset value will reflectcertain portfolio securities’ fair value rather than theirmarket price. With respect to securities that areprimarily listed on foreign exchanges, the value of theportfolio securities may change on days when you willnot be able to purchase or sell Units. The value of anyforeign securities is based on the applicable currencyexchange rate as of the Evaluation Time. The Sponsorwill provide price dissemination and oversight servicesto the Portfolio.

With respect to the over-the-counter securities forwhich the Trustee utilizes prices supplied by the pricingservice, the aggregate price of such securities isdetermined on the basis of bid prices or offering prices,as is appropriate, (a) on the basis of current marketprices obtained from dealers or brokers whocustomarily deal in securities comparable to those heldby the Portfolio; (b) if these prices are not available, onthe basis of current market prices for comparablesecurities; (c) by causing the value of the securities tobe determined by others engaged in the practice of

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evaluation, quoting or appraising comparable securities;or (d) by any combination of the above. Market prices ofthe securities will generally fluctuate with changes inmarket interest rates.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. These costsinclude the costs of preparing documents relating to thePortfolio (such as the registration statement, prospectus,trust agreement and legal documents), federal and stateregistration fees, fees paid to the Portfolio Consultant forassisting the Sponsor in the selection of securities, theinitial fees and expenses of the Trustee and the initialaudit. Your Portfolio will sell securities to reimburse us forthese costs at the end of the initial offering period or aftersix months, if earlier. The value of your Units will declinewhen the Portfolio pays these costs.

Accrued Interest. Accrued interest is anaccumulation of unpaid interest on securities whichgeneral ly is paid by certain Portfol io securit iessemi-annually, although your Portfolio accrues interestdaily. Because of this, your Portfolio always has anamount of interest earned but not yet collected by theTrustee. For this reason, with respect to sales settlingafter the first settlement date, the proportionate share ofaccrued interest to the settlement date is added to thePublic Offering Price of Units. You will receive theamount of accrued interest paid on your Units on thenext distribution date. In an effort to reduce the accruedinterest which would have to be paid by Unitholders, theTrustee will advance the amount of accrued interest tothe Sponsor as the Unitholder of record as of the firstsettlement date. Consequently, the accrued interestadded to the Public Offering Price of Units will includeonly accrued interest from the first settlement date to thedate of settlement, less any distributions from theIncome Account after the first settlement date. Becauseof the varying interest payment dates of certain Portfoliosecurities, accrued interest at any point in time will begreater than the amount of interest actually received byyour Portfolio and distributed to Unitholders. If you sell orredeem all or a portion of your Units, you will be entitledto receive your proportionate share of the accruedinterest from the purchaser of your Units.

Unit Distribution. Units will be distributed to thepublic by the Sponsor, broker-dealers and others at thePublic Offer ing Price. Units repurchased in thesecondary market, if any, may be offered by thisprospectus at the secondary market Public OfferingPrice in the manner described above.

The Sponsor intends to qualify Units for sale in anumber of states. Brokers, dealers and others will beallowed a regular concession or agency commission inconnection with the distribution of Units during the initialoffering period as described in the following table:

ConcessionTransaction or Agency

Amount* Commission______________ ____________Less than $50,000 . . . . . . . . . . . . . . . . . . . 2.45%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 2.30$100,000 - $249,999 . . . . . . . . . . . . . . . . . 2.15$250,000 - $499,999 . . . . . . . . . . . . . . . . 2.00$500,000 - $999,999 . . . . . . . . . . . . . . . . 1.80$1,000,000 or more . . . . . . . . . . . . . . . . . 1.00_______________

* The breakpoint concessions or agency commissions are alsoapplied on a Unit basis using a breakpoint equivalent of $10 perUnit and are applied on whichever basis is more favorable to thedistributor.

For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units of the Portfolio,this regular concession or agency commission willamount to 1.80% per Unit.

In addition to the regular concession or agencycommission set forth above, all broker-dealers andother selling firms will be eligible to receive additionalcompensation based on total initial offering period salesof all eligible Van Kampen unit investment trusts duringa Quarterly Period as set forth in the following table:

Initial Offering Period VolumeSales During Quarterly Period Concession______________________________ ____________$2 million but less than $5 million . . . . . . . . 0.025%$5 million but less than $10 million . . . . . . . 0.050$10 million but less than $50 million . . . . . . 0.075$50 million or more . . . . . . . . . . . . . . . . . . 0.100

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“Quarterly Period” means the following periods:January – March; April – June; July – September; andOctober – December. Broker-dealers and other sellingf irms wil l not receive these addit ional volumeconcessions on the sale of units which are not subjectto the transactional sales charge, however, such saleswill be included in determining whether a firm has metthe sales level breakpoints set forth in the table above.Secondary market sales of all unit investment trusts areexcluded for purposes of these volume concessions.Notwithstanding the foregoing, Wells Fargo Advisors willreceive the maximum volume concession set forth inthe table above for all eligible unit sales. The Sponsorwill pay these amounts out of the transactional salescharge received on units within a reasonable timefollowing each Quarterly Period. For a trust to be eligiblefor this additional compensation for Quarterly Periodsales, the trust’s prospectus must include disclosurerelated to this additional compensation; a trust is notel igible for this addit ional compensation i f theprospectus for such trust does not include disclosurerelated to this additional compensation.

In addition to the regular concession and additionalvolume concessions set forth in the tables above,Preferred Distributors will receive a reallowance of0.10% of the Public Offering Price per Unit of all Unitsof the Portfolio sold during a Quarterly Period. Thisadditional compensation will be paid to PreferredDistributors as an additional broker-dealer concessionat the time Units are purchased unless the PreferredDistributor notif ies the Sponsor that it elects toreceive a separate payment following each applicableQuarterly Period. The “Preferred Distributors” include(1) the following firms and their affiliates: Edward D.Jones & Co., L.P., Merrill Lynch, Pierce, Fenner &Smith Incorporated, Morgan Stanley Smith BarneyLLC, UBS Financial Services Inc. and Wells FargoAdvisors and (2) any selling firm that has achievedaggregate sales of Van Kampen unit investment trustsof either $30 mil l ion in the three-month periodpreceding the related Quarterly Period or $100 millionin the twelve-month period preceding the relatedQuarterly Period. Preferred Distr ibutors wil l notreceive this additional compensation on the sale of

Units which are not subject to the transactional salescharge, however, such sales wil l be included indetermining whether a firm has met the sales levelsdescribed in the preceding sentence for purposes ofqualifying as a Preferred Distributor. Secondarymarket sales of Units are excluded for purposes ofthis Preferred Distributor compensation.

Except as provided in this section, any sales chargediscount provided to investors will be borne by the sellingbroker-dealer or agent as indicated under “General”above. For all secondary market transactions the totalconcession or agency commission will amount to 80% ofthe sales charge. Notwithstanding anything to thecontrary herein, in no case shall the total of anyconcessions, agency commissions and any additionalcompensation allowed or paid to any broker, dealer orother distributor of Units with respect to any individualtransaction exceed the total sales charge applicable tosuch transaction. The Sponsor reserves the right to reject,in whole or in part, any order for the purchase of Units andto change the amount of the concession or agencycommission to dealers and others from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of the Portfolio and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolio and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a businessnature. These arrangements will not change the priceyou pay for your Units.

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution,” any salescharge discount provided to investors will be borne by

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the selling dealer or agent. In addition, the Sponsor willrealize a profit or loss as a result of the differencebetween the price paid for the Securities by the Sponsorand the cost of the Securities to the Portfolio on theInitial Date of Deposit as well as on subsequentdeposits. See “Notes to Portfolio”. The Sponsor has notparticipated as sole underwriter or as manager or as amember of the underwriting syndicates or as an agent ina private placement for any of the Securities. TheSponsor may realize profit or loss as a result of thepossible fluctuations in the market value of Units held bythe Sponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between the priceat which Units are purchased and the price at whichUnits are resold (which price includes the applicablesales charge) or from a redemption of repurchased Unitsat a price above or below the purchase price. Cash, ifany, made available to the Sponsor prior to the date ofsettlement for the purchase of Units may be used in theSponsor’s business and may be deemed to be a benefitto the Sponsor, subject to the l imitations of theSecurities Exchange Act of 1934.

The Sponsor or an affiliate may have participated in apublic offering of one or more of the Securities. TheSponsor, an affiliate or their employees may have a longor short position in these Securities or related securities.An affiliate may act as a specialist or market maker forthese Securities. An officer, director or employee of theSponsor or an affiliate may be an officer or director forissuers of the Securities.

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary marketis not maintained, a Unitholder will be able to dispose ofUnits by tendering them to the Trustee for redemptionat the Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entire

deferred sales charge has been collected will beassessed the amount of any remaining deferred salescharge at the time of sale. The Trustee will notify theSponsor of any Units tendered for redemption. If theSponsor’s bid in the secondary market equals orexceeds the Redemption Price per Unit, i t maypurchase the Units not later than the day on whichUnits would have been redeemed by the Trustee. TheSponsor may sell repurchased Units at the secondarymarket Public Offering Price per Unit.

RETIREMENT ACCOUNTS

Units are available for purchase in connection withcertain types of tax-sheltered retirement plans, includingIndividual Retirement Accounts for individuals, SimplifiedEmployee Pension Plans for employees, qualified plansfor self-employed individuals, and qualified corporatepension and profit sharing plans for employees. Theminimum purchase for these accounts is reduced to 25Units but may vary by selling firm. The purchase ofUnits may be limited by the plans’ provisions and doesnot itself establish such plans.

FEE ACCOUNTS

As described above, Units may be available forpurchase by investors in Fee Accounts where thePortfolio is Wrap Fee Eligible. You should consult yourfinancial professional to determine whether you canbenefit from these accounts. This table illustrates thesales charge you will pay if the Portfolio is Wrap FeeEligible as a percentage of the initial Public OfferingPrice per Unit on the Initial Date of Deposit (thepercentage will vary thereafter).

Initial sales charge 0.00%Deferred sales charge 0.00______

Transactional sales charge 0.00%____________Creation and development fee 0.50%______

Total sales charge 0.50%____________

You should consult the “Public Offering--General”section for specific information on this and other salescharge discounts. That section governs the calculation

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of all sales charge discounts. The Sponsor reserves theright to limit or deny purchases of Units in Fee Accountsby investors or selling firms whose frequent tradingactivity is determined to be detrimental to the Portfolio.

RIGHTS OF UNITHOLDERS

Distributions. Dividend and interest payments(pro rated on an annual basis), net of expenses, andany net proceeds from the sale of Securities receivedby the Portfol io wi l l general ly be distr ibuted toUnitholders on each Distribution Date to Unitholders ofrecord on the preceding Record Date. These datesappear under “Essential Information”. In addition, thePortfolio will generally make required distributions atthe end of each year because it is structured as a“regulated investment company” for federal taxpurposes. Unitholders wi l l a lso receive a f inaldistribution of income when the Portfolio terminates. Aperson becomes a Unitholder of record on the date ofsettlement (generally three business days after Unitsare ordered).

Dividend and interest payments received by thePortfolio, including that part of the proceeds of anydisposition of Portfolio securities which representsaccrued interest, are credited to the Income Account ofthe Portfolio. Other receipts (e.g., capital gains,proceeds from the sale of Securities, etc.) are creditedto the Capital Account. Proceeds received on the saleof any Securities, to the extent not used to meetredemptions of Units or pay deferred sales charges,fees or expenses, will be distributed to Unitholders.Proceeds received from the disposition of any Securitiesafter a Record Date and prior to the fol lowingDistribution Date will be held in the Capital Account andnot distributed until the next Distribution Date. Anydistribution to Unitholders consists of each Unitholder’spro rata share of the available cash in the Income andCapital Accounts as of the related Record Date.

The income distribution to the Unitholders of thePortfolio as of each Record Date will be made on thefollowing Distribution Date or shortly thereafter and shallconsist of an amount substantially equal to such portionof each Unitholder’s pro rata share of the estimated netannual income distributions in the Income Account.

Because income payments are not received by thePortfolio at a constant rate throughout the year, suchdistributions to Unitholders may be more or less than theamount credited to the Income Account as of the RecordDate. For the purpose of minimizing fluctuation in thedistributions from the Income Account, the Trustee isauthorized to advance such amounts as may benecessary to provide income distributions ofapproximately equal amounts. The Trustee shall bereimbursed, without interest, for any such advances fromfunds in the Income Account on the ensuing Record Date.

Estimated Distributions. The estimated initialdistribution and estimated net annual income per Unitmay be shown under “Essential Information”. Generally,the estimate of the income your Portfolio may receive isbased on the securities’ scheduled income payments(in all cases accounting for any applicable foreignwithholding taxes). The actual net annual distributionsmay decrease over time because a portion of theSecurities included in your Portfolio will be sold to payfor the organization costs, deferred sales charge andcreation and development fee. Securities may also besold to pay regular fees and expenses during thePortfolio’s life. Dividend and income conventions forcertain companies and/or certain countries differ fromthose typically used in the United States and in certaininstances, dividends/income paid or declared overseveral years or other periods may be used to estimateannual distributions. The actual net annual incomedistributions you receive will vary from the estimatedamount due to changes in the Portfolio’s fees andexpenses, in actual income received by the Portfolio,currency fluctuations and with changes in the Portfoliosuch as the acquisition, call, maturity or sale ofSecurities. Due to these and various other factors,actual income received by the Portfolio will most likelydiffer from scheduled income payments.

Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, theTrustee, for redemption at Unit Investment Trust Division,111 Sanders Creek Parkway, East Syracuse, New York13057, on any day the New York Stock Exchange isopen. No redemption fee will be charged by theSponsor or the Trustee, but you are responsible for

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applicable governmental charges, if any. Units redeemedby the Trustee will be canceled. You may redeem all or aportion of your Units by sending a request forredemption to your bank or broker-dealer through whichyou hold your Units. No later than the seventh dayfollowing the tender, the Unitholder will be entitled toreceive in cash an amount for each Unit equal to theRedemption Price per Unit next computed on the dateof tender. The “date of tender” is deemed to be the dateon which Units are received by the Trustee, except thatwith respect to Units received by the Trustee after theEvaluation Time or on a day which is not a Portfoliobusiness day, the date of tender is deemed to be thenext business day. Redemption requests received by theTrustee after the Evaluation Time, and redemptionrequests received by authorized financial professionalsafter the Evaluation Time or redemption requestsreceived by such persons that are not transmitted to theTrustee until after the time designated by the Trustee, arepriced based on the date of the next determinedredemption price provided they are received timely bythe Trustee on such date. It is the responsibility ofauthorized financial professionals to transmit redemptionrequests received by them to the Trustee so they will bereceived in a timely manner. Certain broker-dealers orselling firms may charge an order handling fee forprocessing redemption requests. Units redeemeddirectly through the Trustee are not subject to such fees.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securities are sold, thesize of the Portfolio will be, and the diversity of thePortfolio may be, reduced. Sales may be required at atime when Securities would not otherwise be sold andmay result in lower prices than might otherwise berealized. The price received upon redemption may bemore or less than the amount paid by the Unitholderdepending on the value of the Securities at the time ofredemption.

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in the Portfolio determined on thebasis of (i) the cash on hand in the Portfolio or moneys inthe process of being collected, (ii) the value of theSecurities in the Portfolio (with respect to Portfolio

securities which are traded over-the-counter, the value ofsuch securities based on the bid prices supplied to theTrustee by the pricing service), and (iii) accrued interest,dividends or other income distributions receivable on theSecurities in the Portfolio trading ex-dividend as of thedate of computation, less (a) amounts representingtaxes or other governmental charges payable out of thePortfolio, (b) the accrued expenses of the Portfolio(including costs associated with liquidating securitiesafter the end of the initial offering period) and (c) anyunpaid deferred sales charge payments. During the initialoffering period, the redemption price and the secondarymarket repurchase price will not be reduced by theestimated organization costs or the creation anddevelopment fee. For these purposes, the Trustee willdetermine the value of the Securities as described under“Public Offering--Unit Price”. Accrued interest paid onredemption shall be withdrawn from the IncomeAccount or, if the balance therein is insufficient, from theCapital Account. All other amounts will be withdrawnfrom the Capital Account.

The right of redemption may be suspended andpayment postponed for any period during which the NewYork Stock Exchange is closed, other than for customaryweekend and holiday closings, or any period during whichthe Securities and Exchange Commission (“SEC”)determines that trading on that Exchange is restricted oran emergency exists, as a result of which disposal orevaluation of the Securities is not reasonably practicable,or for other periods as the SEC may permit.

Exchange Option. When you redeem Units of yourPortfolio or when your Portfolio terminates, you may beable to exchange your Units for units of other VanKampen unit trusts at a reduced sales charge. Youshould contact your financial professional for moreinformation about trusts currently avai lable forexchanges. Before you exchange Units, you shouldread the prospectus of the new trust carefully andunderstand the risks and fees. You should then discussthis option with your financial professional to determinewhether your investment goals have changed, whethercurrent trusts suit you and to discuss taxconsequences. An exchange is a taxable event to you.We may discontinue this option at any time.

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Rollover. We may offer a subsequent series of thePortfolio for a Rollover when the Portfolio terminates.

On the Mandatory Termination Date you will have theoption to (1) participate in a Rollover and have yourUnits reinvested into a subsequent trust series or (2)receive a cash distribution.

If you elect to participate in a cash Rollover, yourUnits will be redeemed on the Mandatory TerminationDate. As the redemption proceeds become available,the proceeds (including distributions) will be invested ina new trust series at the public offering price for thenew trust. The Trustee will attempt to sell Securities tosatisfy the redemption as quickly as practicable on theMandatory Termination Date. We do not anticipate thatthe sale period will be longer than one day, however,certain factors could affect the ability to sell theSecurities and could impact the length of the saleperiod. The liquidity of any Security depends on thedaily trading volume of the Security and the amountavailable for redemption and reinvestment on any day.

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategy or objective as thecurrent Portfolio. We cannot guarantee that a Rollover willavoid any negative market price consequences resultingfrom trading large volumes of securities. Market pricetrends may make it advantageous to sell or buy securitiesmore quickly or more slowly than permitted by Portfolioprocedures. We may, in our sole discretion, modify aRollover or stop creating units of a trust at any timeregardless of whether all proceeds of Unitholders havebeen reinvested in a Rollover. If we decide not to offer asubsequent series, Unitholders will be notified prior to theMandatory Termination Date. Cash which has not beenreinvested in a Rollover will be distributed to Unitholdersshortly after the Mandatory Termination Date. Rolloverparticipants may receive taxable distributions or realizetaxable capital gains which are reinvested in connectionwith a Rollover but may not be entitled to a deduction forcapital losses due to the “wash sale” tax rules. Due to thereinvestment in a subsequent trust, no cash will bedistributed to pay any taxes. See “Taxation”.

Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealer willbe recorded in book-entry form and credited to theaccount of your bank or broker-dealer at Depository TrustCompany (“DTC”). Units are transferable by contactingyour bank or broker-dealer through which you hold yourUnits. Transfer, and the requirements therefore, will begoverned by the applicable procedures of DTC and youragreement with the DTC participant in whose name yourUnits are registered on the transfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends, and other amounts received bythe Portfolio for each distribution. Within a reasonabletime after the end of each year, each person who was aUnitholder during that year will receive a statementdescribing dividends and capital received, actualPortfolio distributions, Portfolio expenses, a list of theSecurities and other Portfolio information. Unitholdersmay obtain evaluations of the Securities upon requestto the Trustee. If you have questions regarding youraccount or your Portfolio, please contact your financialadvisor or the Trustee. The Sponsor does not haveaccess to individual account information.

PORTFOLIO ADMINISTRATION

Portfolio Administration. The Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfol io based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a mergeror acquisition has been announced affecting a Security,the Trustee may either sell the Security or accept anoffer if the Supervisor determines that the sale orexchange is in the best interest of Unitholders. TheTrustee will distribute any cash proceeds to Unitholders.

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In addition, the Trustee may sell Securities to redeemUnits or pay Portfolio expenses or deferred salescharges. If securities or property are acquired by thePortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property fordeposit in the Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in thePortfolio to cover the purchase are reinvested insubstitute Securities in accordance with the TrustAgreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

The Sponsor may direct the reinvestment of proceedsof the sale of Securities if the sale is the direct result ofserious adverse credit factors which, in the opinion of theSponsor, would make retention of the Securitiesdetrimental to your Portfolio. In such a case, the Sponsormay, but is not obligated to, direct the reinvestment ofsale proceeds in any other securities that meet the criteriafor inclusion in your Portfolio on the Initial Date of Deposit.The Sponsor may also instruct the Trustee to take actionnecessary to ensure that your Portfolio continues tosatisfy the qualifications of a regulated investmentcompany and to avoid imposition of tax on undistributedincome of the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for the Portfolio,it may be necessary for the Supervisor to specifyminimum amounts in which blocks of Securities are tobe sold. In effecting purchases and sales of portfoliosecurities, the Sponsor may direct that orders be placedwith and brokerage commissions be paid to brokers,including brokers which may be affiliated with thePortfolio, the Sponsor or dealers participating in theoffering of Units.

Pursuant to an exemptive order, the Portfolio may bepermitted to sell Securities to a new trust when itterminates if those Securities are included in the newtrust. The exemption may enable the Portfolio toeliminate commission costs on these transactions. Theprice for those securities will be the closing sale price on

the sale date on the exchange where the Securities areprincipally traded, as certified by the Sponsor.

Amendment of the Trust Agreement. The Trusteeand the Sponsor may amend the Trust Agreement withoutthe consent of Unitholders to correct any provision whichmay be defective or to make other provisions that will notmaterially adversely affect Unitholders (as determined ingood faith by the Sponsor and the Trustee). The TrustAgreement may not be amended to increase the numberof Units or permit acquisition of securities in addition to orsubstitution for the Securities (except as provided in theTrust Agreement). The Trustee will notify Unitholders of anyamendment.

Termination. The Portfolio will terminate on theMandatory Termination Date or upon the sale or otherdisposition of the last Security held in the Portfolio. ThePortfolio may be terminated at any time with consent ofUnitholders representing two-thirds of the outstandingUnits or by the Trustee when the value of the Portfolio isless than $500,000 ($3,000,000 if the value of thePortfolio has exceeded $15,000,000) (the “MinimumTermination Value”). The Portfolio will be liquidated bythe Trustee in the event that a sufficient number of Unitsof the Portfolio not yet sold are tendered for redemptionby the Sponsor, so that the net worth of the Portfoliowould be reduced to less than 40% of the value of theSecurities at the time they were deposited in thePortfolio. If the Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units the entiresales charge paid by such purchaser. Unitholders will benotified of any termination. The Trustee may begin to sellSecurities in connection with the Portfolio terminationnine business days before, and no later than, theMandatory Termination Date. Approximately forty-fivedays before this date, the Trustee will notify Unitholdersof the termination. Unitholders will receive a final cashdistribution within a reasonable time after the MandatoryTermination Date. All distributions will be net of thePortfolio’s expenses and costs. Unitholders will receivea final distribution statement following termination. TheInformation Supplement contains further informationregarding termination of the Portfolio. See “AdditionalInformation”.

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Limitations on Liabil it ies. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action ingood faith pursuant to the Trust Agreement, or forerrors in judgment, but shall be liable only for their ownwillful misfeasance, bad faith or gross negligence(negl igence in the case of the Trustee) in theperformance of their duties or by reason of theirreckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation orloss incurred by reason of the sale by the Trustee ofany of the Securities. In the event of the failure of theSponsor to act under the Trust Agreement, the Trusteemay act thereunder and is not liable for any actiontaken by it in good faith under the Trust Agreement.The Trustee is not l iable for any taxes or othergovernmental charges imposed on the Securities, on itas Trustee under the Trust Agreement or on thePortfolio which the Trustee may be required to payunder any present or future law of the United States ofAmerica or of any other taxing authority havingjurisdiction. In addition, the Trust Agreement containsother customary provisions limiting the liability of theTrustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinationsby the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Van Kampen Funds Inc. is the Sponsor ofyour Portfolio. The Sponsor is a wholly owned subsidiaryof Van Kampen Investments Inc. (“Van KampenInvestments”). Van Kampen Investments is a diversifiedasset management company that administers more thanthree million retail investor accounts and has extensivecapabilities for managing institutional portfolios. VanKampen Investments is an indirect wholly ownedsubsidiary of Invesco Ltd. (“Invesco”), a leadingindependent global investment manager that provides awide range of investment strategies and vehicles to itsretail, institutional and high net worth clients around theglobe. On June 1, 2010, Invesco completed thepreviously announced acquisition of the retail assetmanagement business, including Van KampenInvestments, from Morgan Stanley & Co. Incorporated.

The Sponsor’s principal office is located at 11 GreenwayPlaza, Houston, Texas 77046-1173. As of December 31,2009, the total stockholders’ equity of Van KampenFunds Inc. was $161,397,932 (unaudited). The currentassets under management and supervision by Invescoand its affiliates were valued at approximately $580billion as of March 31, 2010.

The Sponsor and your Portfolio have adopted a codeof ethics requiring Van Kampen’s employees who haveaccess to information on Portfolio transactions to reportpersonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest and toprevent fraud, deception or misconduct with respect toyour Portfolio.

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may ( i ) appoint a successor Sponsor at rates ofcompensation deemed by the Trustee to be reasonableand not exceeding amounts prescribed by theSecurities and Exchange Commission, (ii) terminate theTrust Agreement and liquidate the Portfolio as providedtherein or (i i i ) continue to act as Trustee withoutterminating the Trust Agreement.

Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at 2Hanson Place, 12th Floor, Brooklyn, New York 11217,(800) 856-8487. If you have questions regarding youraccount or your Portfolio, please contact the Trustee atits principal unit investment trust division offices or yourfinancial adviser. The Sponsor does not have access toindividual account information. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System,and its deposits are insured by the Federal DepositInsurance Corporation to the extent permitted by law.Additional information regarding the Trustee is set forthin the Information Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’s

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abi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units ofyour Portfolio as of the date of this prospectus. Taxlaws and interpretations change frequently, and thesesummar ies do not descr ibe a l l of the taxconsequences to all taxpayers. For example, thesesummaries generally do not describe your situation ifyou are a corporat ion, a non-U.S. person, abroker/dealer, a tax-exempt entity, or other investorwith special circumstances. In addition, this sectiondoes not describe your state, local or foreign taxconsequences.

This federal income tax summary is based in part onthe advice of counsel to the Sponsor. The InternalRevenue Service could disagree with any conclusionsset forth in this section. In addition, our counsel was notasked to review the federal income tax treatment of theassets to be deposited in your Portfolio.

As with any investment, you should seek advicebased on your individual circumstances from your owntax advisor.

Portfolio Status. Your Portfolio intends to elect andto qualify annually as a "regulated investment company"under the federal tax laws. If your Portfolio qualifies as aregulated investment company and distributes itsincome as required by the tax law, the Portfol iogenerally will not pay federal income taxes.

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement that separates your Portfolio’s distributions intotwo categories, ordinary income distributions and capitalgains dividends. Ordinary income distributions aregenerally taxed at your ordinary tax rate, however, asfurther discussed below, certain ordinary incomedistributions received from your Portfolio may be taxed atthe capital gains tax rates for taxable years beginningbefore January 1, 2011. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certain

corporations may be designated by the Portfolio as beingeligible for the dividends received deduction for corporateUnitholders provided certain holding period requirementsare met. Distributions from certain preferred securities inyour Portfolio are not expected to qualify for the reducedfederal income tax rate applicable to certain dividendspaid by corporations. Generally, you will treat all capitalgains dividends as long-term capital gains regardless ofhow long you have owned your Units. In addition, yourPortfolio may make distributions that represent a return ofcapital for tax purposes and thus will generally not betaxable to you. The income from your Portfolio that youmust take into account for federal income tax purposes isnot reduced by amounts used to pay a deferred salesfee, if any. The tax laws may require you to treatdistributions made to you in January as if you hadreceived them on December 31 of the previous year.

Sale or Redemption of Units. If you sell orredeem your Units, you will generally recognize a taxablegain or loss. To determine the amount of this gain orloss, you must subtract your adjusted tax basis in yourUnits from the amount you receive in the transaction.Your initial tax basis in your Units is generally equal to thecost of your Units, generally including sales charges. Insome cases, however, you may have to adjust your taxbasis after you purchase your Units.

Capital Gains and Losses and CertainOrdinary Income Dividends. If you are an individual,the maximum marginal federal tax rate for net capitalgain under current law is generally 15% (zero for certaintaxpayers in the 10% and 15% tax brackets). Thesecapital gains rates are generally effective for taxableyears beginning before January 1, 2011. For laterperiods, if you are an individual, the maximum marginalfederal tax rate for net capital gain currently isscheduled to be generally 20% (10% for certaintaxpayers in the 10% and 15% tax brackets). The 20%rate is reduced to 18% and the 10% rate is reduced to8% for long-term capital gains from most property witha holding period of more than five years.

Net capital gain equals net long-term capital gain minusnet short-term capital loss for the taxable year. Capitalgain or loss is long-term if the holding period for the assetis more than one year and is short-term if the holding

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period for the asset is one year or less. You must excludethe date you purchase your Units to determine yourholding period. However, if you receive a capital gaindividend from your Portfolio and sell your Unit at a lossafter holding it for six months or less, the loss will berecharacterized as long-term capital loss to the extent ofthe capital gain dividend received. The tax rates for capitalgains realized from assets held for one year or less aregenerally the same as for ordinary income. The InternalRevenue Code of 1986, as amended treats certain capitalgains as ordinary income in special situations.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as your Portfolio may betaxed at the same rates that apply to net capital gain (asdiscussed above), provided certain holding periodrequirements are satisfied and provided the dividendsare attributable to qualified dividend income received bythe Portfolio itself. These special rules relating to thetaxation of qualified dividend income from regulatedinvestment companies generally apply to taxable yearsbeginning before January 1, 2011. The Portfolio willprovide notice to its Unitholders of the amount of anydistribution which may be taken into account asqualified dividend income which is eligible for the newcapital gains tax rates.

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into a futuretrust, it is considered a sale for federal income taxpurposes, in general, and any gain on the sale will betreated as a capital gain, and, in general, any loss will betreated as a capital loss. However, any loss realized on asale or exchange will be disallowed to the extent thatUnits disposed of are replaced within a period of 61 daysbeginning 30 days before and ending 30 days afterdisposition of Units or to the extent that the Unitholder,during such period, acquires or enters into an option orcontract to acquire, substantially identical securities. Insuch a case, the basis of the Units acquired will beadjusted to reflect the disallowed loss.

Deductibility of Portfolio Expenses. Generally,expenses incurred by your Portfolio will be deductedfrom the gross income received by your Portfolio andonly your share of the Portfolio’s net income will be

paid to you and reported as taxable income to you.However, if the Units of your Portfolio are held byfewer than 500 Unitholders at any time during ataxable year, your Portfolio will generally not be ableto deduct certa in expenses from income, thusresulting in your reported share of the Portfolio’staxable income being increased by your share ofthose expenses, even though you do not receive acorresponding cash distribution. In this case you maybe able to take a deduction for these expenses;however, certain miscellaneous itemized deductions,such as investment expenses, may be deducted byindiv iduals only to the extent that a l l of thesedeductions exceed 2% of the individual’s adjustedgross income.

Foreign Investors. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resident ora U.S. corporation, partnership, estate or trust), youshould be aware that, generally, subject to applicabletax treaties, distributions from your Portfolio will becharacterized as dividends for federal income taxpurposes (other than dividends which the Portfoliodesignates as capital gain dividends) and will besubject to U.S. income taxes, including withholdingtaxes, subject to certain exceptions described below.However, distributions received by a foreign investorfrom a Portfolio that are properly designated by thetrust as capital gain dividends may not be subject toU.S. federal income taxes, including withholding taxes,provided that the Portfolio makes certain elections andcertain other conditions are met.

Foreign Tax Credit. If your Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes yourPortfolio paid to other countries. In this case, dividendstaxed to you will include your share of the taxes yourPortfolio paid to other countries. You may be able todeduct or receive a tax credit for your share of thesetaxes if your Portfolio meets certain requirements forpassing through such deductions or credits to you.

Investors should consult their tax advisorsconcerning the federal, state, local and foreign taxconsequences of investing in the Portfolio.

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PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowi l l general ly accrue on a dai ly basis. Portfol iooperating fees and expenses are generally paid out ofthe Income Account to the extent funds are available,and then from the Capital Account. The deferred salescharge, creat ion and development fee andorganization costs are generally paid out of theCapital Account of your Portfolio. It is expected thatSecurities will be sold to pay these amounts which willresult in capital gains or losses to Unitholders. See“Taxation”. These sales will reduce future incomedistr ibut ions. The Sponsor’s, Superv isor’s andTrustee’s fees may be increased without approval ofthe Uni tholders by amounts not exceedingproportionate increases under the category “ServicesLess Rent of Shelter” in the Consumer Price Index forAl l Urban Consumers or, i f this category is notpublished, in a comparable category.

Organization Costs. You and the otherUnitholders will bear all or a portion of the organizationcosts and charges incurred in connection with theestablishment of your Portfolio. These costs andcharges will include the cost of the preparation, printingand execution of the trust agreement, registrationstatement and other documents relating to yourPortfolio, federal and state registration fees and costs,fees paid to the Portfolio Consultant for assisting theSponsor in the selection of securities, the initial feesand expenses of the Trustee, and legal and auditingexpenses. The Public Offering Price of Units includesthe estimated amount of these costs. The Trustee willdeduct these expenses from your Portfolio’s assets atthe end of the initial offering period.

Creation and Development Fee. The Sponsor willreceive a fee from your Portfolio for creating anddeveloping the Portfolio, including determining thePortfolio’s objectives, policies, composition and size,selecting service providers and information services andfor providing other similar administrative and ministerialfunctions. The creation and development fee is a chargeof $0.05 per Unit. The Trustee will deduct this amountfrom your Portfolio’s assets as of the close of the initial

offering period. No portion of this fee is applied to thepayment of distribution expenses or as compensation forsales efforts. This fee will not be deducted from proceedsreceived upon a repurchase, redemption or exchange ofUnits before the close of the initial public offering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest bearingto Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor will receive theannual fees for prov id ing bookkeeping andadministrative services and portfolio supervisoryservices set forth in the “Fee Table”. The Supervisor’sfee is charged as a percentage of average daily netasset value and accrues daily and is paid quarterly.The fee paid to the Sponsor may exceed the actualcosts of providing the services to your Portfolio but atno time wil l the total amount received for theseservices rendered to all Van Kampen unit investmenttrusts in any calendar year exceed the aggregate costof providing these services in that year.

Miscel laneous Expenses. The fo l lowingadditional charges are or may be incurred by yourPortfolio: (a) normal expenses (including the cost ofmailing reports to Unitholders) incurred in connectionwith the operation of the Portfolio, (b) fees of theTrustee for extraordinary services, (c) expenses of theTrustee (including legal and auditing expenses) and ofcounsel designated by the Sponsor, (d) variousgovernmental charges, (e) expenses and costs of anyaction taken by the Trustee to protect the Portfolioand the r ights and interests of Unitholders, ( f )indemnification of the Trustee for any loss, liability orexpenses incurred in the administrat ion of thePortfol io without negl igence, bad faith or wi l fulmisconduct on its part, (g) foreign custodial andtransaction fees (which may include compensation

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paid to the Trustee or its subsidiaries or affiliates), (h)costs associated with liquidating the securities held inthe Portfolio, (i) any offering costs incurred after theend of the initial offering period and (j) expendituresincurred in contacting Unitholders upon termination ofthe Portfolio. The Portfolio may pay the expenses ofupdating its registration statement each year.

OTHER MATTERS

Legal Opinions. The legality of the Units offeredhereby has been passed upon by Paul, Hastings,Janofsky & Walker LLP. Dorsey & Whitney LLP hasacted as counsel to the Trustee.

Independent Registered Public AccountingFirm. The statement of condition and the related portfolioincluded in this prospectus have been audited by GrantThornton LLP, independent registered public accountingfirm, as set forth in their report in this prospectus, and areincluded herein in reliance upon the authority of said firmas experts in accounting and auditing.

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolio. Information about your Portfolio(including the Information Supplement) can be reviewedand copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling 1-202-551-8090.Reports and other information about your Portfolio areavailable on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this informationmay be obtained, after paying a duplication fee, byelectronic request at the following e-mail address:publicinfo@sec.gov or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

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TABLE OF CONTENTS

Title Page

Global Preferred Securities Portfolio................... 2Notes to Portfolio............................................... 8Report of Independent Registered

Public Accounting Firm .................................. 9Statement of Condition ..................................... 10The Portfolio ...................................................... A-1Objective and Securities Selection ..................... A-2Risk Factors....................................................... A-2Public Offering ................................................... A-8Retirement Accounts ......................................... A-14Fee Accounts .................................................... A-14Rights of Unitholders ......................................... A-15Portfolio Administration ...................................... A-17Taxation ............................................................. A-20Portfolio Operating Expenses............................. A-22Other Matters .................................................... A-23Additional Information ........................................ A-23

______________When Units of the Portfol io is no longer avai lable thisprospectus may be used as a preliminary prospectus for afuture Portfolio. If this prospectus is used for future Portfoliosyou should note the following:

The information in this prospectus is not complete with respectto future Portfolio series and may be changed. No person maysell Units of future Portfolios until a registration statement isfiled with the Securities and Exchange Commission and iseffective. This prospectus is not an offer to sell Units and is notsoliciting an offer to buy Units in any state where the offer orsale is not permitted.

U-EMSPRO1049

PROSPECTUS

October 22, 2010

Global Preferred SecuritiesPortfolio, Series 1

Please retain this prospectus for future reference.

INVESCO

Information Supplement

Global Preferred Securities Portfolio, Series 1

This Information Supplement provides additional information concerning the risks and operations of thePortfolio which is not described in the prospectus. You should read this Information Supplement in conjunction withthe prospectus. This Information Supplement is not a prospectus but is incorporated into the prospectus byreference. It does not include all of the information that you should consider before investing in the Portfolio. ThisInformation Supplement may not be used to offer or sell Units without the prospectus. You can obtain copies of theprospectus by contacting the Sponsor’s unit investment trust division at 1 Parkview Plaza, P.O. Box 5555,Oakbrook Terrace, Illinois 60181-5555, or by contacting your broker. This Information Supplement is dated as ofthe date of the prospectus. All capitalized terms have been defined in the prospectus.

Table of ContentsPage

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2The Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Sponsor Information . . . . . . . . . . . . . . . . . . . . . . . . 9Trustee Information . . . . . . . . . . . . . . . . . . . . . . . . . 9Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Portfolio Termination . . . . . . . . . . . . . . . . . . . . . . . . 12Description of Securities Ratings . . . . . . . . . . . . . . 13

INVESCO

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RISK FACTORSPrice Volatility. Because the Portfolio invests in

securities of U.S. and foreign companies, you shouldunderstand the risks of investing in securities beforepurchasing Units. These risks include the risk that thefinancial condition of the company or the generalcondition of the securities markets may worsen and thevalue of the securities (and therefore Units) will fall.Securities are especially susceptible to general marketmovements. The value of securities often rises or fallsrapidly and unpredictably as market confidence andperceptions of companies change. These perceptionsare based on factors including expectations regardinggovernment economic policies, inflation, interest rates,economic expansion or contraction, political climatesand economic or banking crises. The value of Units willfluctuate with the value of the securities in the Portfolioand may be more or less than the price you originallypaid for your Units. As with any investment, we cannotguarantee that the performance of the Portfolio will bepositive over any period of time. Because the Portfoliois unmanaged, the Trustee will not sell securities inresponse to market fluctuations as is common inmanaged investments.

Preferred Securities Risks. The Portfolio investsexclusively in preferred securities, including hybridpreferred and trust preferred securities. You shouldunderstand these securities before you invest. Hybrid-preferred securities are preferred securities that aretypically issued by corporations, generally in the form ofinterest-bearing notes or preferred securities, and may beperpetual in duration or may have a stated maturity. Trustpreferred securities are similar to hybrid securities, but aretypically issued by an affiliated business trust of acorporation, generally in the form of beneficial interests insubordinated debentures issued by the corporation, orsimilarly structured securities. The maturity and couponrate of the preferred securities are structured to match thematurity and coupon rate of the interest-bearing notes,preferred securities or subordinated debentures. Preferredsecurities with a stated maturity date usually mature onthe maturity date of the interest-bearing notes, preferredsecurities or subordinated debentures and may beredeemed or liquidated prior to the stated maturity date of

such instruments for any reason on or after their statedcall date or upon the occurrence of certain circumstancesat any time.

Preferred securities generally have a yield advantageover traditional preferred stocks, but unlike preferredstocks, distributions on certain preferred securities aretreated as interest rather than dividends for federalincome tax purposes. Unlike most preferred stocks,distributions received from certain trust preferredsecurities are not eligible for the dividends-receiveddeduction. Certain of the risks unique to hybrid andtrust preferred securities include: (i) distributions onsuch preferred securities will be made only if interestpayments on the interest-bearing notes, preferredsecurities or subordinated debentures are made; (ii) acorporation issuing the interest-bearing notes, preferredsecurities or subordinated debentures may deferinterest payments on certain such instruments for up to20 consecutive quarters and if such election is made,distributions will not be made on the trust preferredsecurities during the deferral period; (iii) certain tax orregulatory events may trigger the redemption of theinterest-bearing notes, preferred securit ies orsubordinated debentures by the issuing corporation andresult in prepayment of the hybrid and trust preferredsecurities prior to their stated maturity date; (iv) futurelegislation may be proposed or enacted that mayprohibit the corporation from deducting its interestpayments on the interest-bearing notes, preferredsecurities or subordinated debentures for tax purposes,making redemption of these instruments likely; (v) acorporation may redeem the interest-bearing notes,preferred securities or subordinated debentures inwhole at any time or in part from time to time on or aftera stated call date; (vi) hybrid and trust preferredsecurities holders have very limited voting rights; and(vii) payment of interest on the interest-bearing notes,preferred securities or subordinated debentures, andtherefore distributions on the hybrid and trust preferredsecurities, is dependent on the financial condition of theissuing corporation.

Liquidity Risk. Liquidity risk is the risk that the valueof a security will fall if trading in the security is limited orabsent. In particular, certain securities in the Portfolio are

“Rule 144A” restricted securities pursuant to theSecurities Act of 1933, as amended (“1933 Act”), andmay be subject to enhanced liquidity risk. Rule 144Asecurities are restricted securities that may only be resoldin accordance with the applicable provisions of the 1933Act. Rule 144A establishes a “safe harbor” from theregistration requirements of the 1933 Act for resale ofcertain securities to qualified institutional buyers.

Restricted securities may be sold only in privatelynegotiated transactions or in a public offering withrespect to a registration statement which is in effectunder the 1933 Act. The restricted securities in thePortfolio may not be readily marketable at the time thePortfolio may be seeking to sell such securities, such asfor a request for redemption. An insufficient number ofqualified institutional buyers interested in purchasingrestricted securities held by the Portfolio may adverselyaffect the marketability of such securities, and the Trusteemight be unable to dispose of such Portfolio securitiespromptly or at reasonable prices. Where registration isrequired for the resale of a restricted security, the Portfoliomay be obligated to pay all or part of the registrationexpenses and a considerable period may elapse from thetime the Trustee attempts to sell such restricted Portfoliosecurities and the time the Trustee may be permitted tosell the restricted Portfolio securities under an effectiveregistration statement. Due to the potential for delays onresale and uncertainty in valuation associated withrestricted securities, the Trustee may experience difficultysatisfying redemptions within seven days.

Whether or not the securities in the Portfolio are listedon an exchange, the securities may delist from theexchange or principally trade in an over-the-countermarket. As a result, the existence of a liquid trading marketcould depend on whether dealers will make a market inthe securities. We cannot guarantee that dealers willmaintain a market or that a liquid trading market will existfor any security. The value of the securities could fall iftrading markets are limited or absent.

Financial Services Issuers. An investment inUnits of the Portfol io should be made with anunderstanding of the problems and risks inherent in thebank and financial services sector.

The effects of the global financial crisis that began tounfold in 2007 continue to manifest in nearly all thesub-divisions of the financial services industry. Financiallosses and write downs among investment banks andsimilar institutions reached significant levels in 2008.The impact of these losses among traditional banks,investment banks, broker/dealers and insurers hasforced a number of large such institutions into eitherliquidation or combination, while drastically increasingthe credit risk, and possibility of default, of bondsissued by such institutions faced with these troubles.Many of the institutions are having difficulty in accessingcredit markets to finance their operations and inmaintaining appropriate levels of equity capital. In somecases, U.S. and foreign governments have acted to bailout or provide support to select institutions, howeverthe risk of default by such issuers has nonethelessincreased substantially.

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and withfinancial institutions, there can be no assurance that therisks associated with investment in financial servicescompany issuers will decrease as a result of these steps.

Banks and their holding companies are especiallysubject to the adverse effects of economic recession,volatile interest rates, portfolio concentrations ingeographic markets and in commercial and residentialreal estate loans, and competition from new entrants intheir fields of business. Banks are highly dependent onnet interest margin. Bank prof itabi l i ty is largelydependent on the availability and cost of capital funds,and can fluctuate significantly when interest rateschange or due to increased competition. Banks hadreceived significant consumer mortgage fee income asa result of activity in mortgage and refinance markets.As initial home purchasing and refinancing activitysubsided as a result of increasing interest rates andother factors, this income diminished. Economicconditions in the real estate markets have deterioratedand have had a substantial negative effect upon banksbecause they generally have a portion of their assetsinvested in loans secured by real estate. Banks and theirholding companies are subject to extensive federal

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regulat ion and, when such institut ions arestate-chartered, to state regulation as well. Suchregulations impose strict capital requirements andlimitations on the nature and extent of businessactivities that banks may pursue. Furthermore, bankregulators have a wide range of discretion in connectionwith their supervisory and enforcement authority andmay substantially restrict the permissible activities of aparticular institution if deemed to pose significant risksto the soundness of such institution or the safety of thefederal deposit insurance fund. Regulatory actions,such as increases in the minimum capital requirementsapplicable to banks and increases in deposit insurancepremiums required to be paid by banks and thrifts tothe Federal Deposit Insurance Corporation (“FDIC”), cannegatively impact earnings and the ability of a companyto pay dividends. Neither federal insurance of depositsnor governmental regulations, however, insures thesolvency or profitability of banks or their holdingcompanies, or insures against any risk of investment inthe securities issued by such institutions.

The statutory requirements applicable to andregulatory supervision of banks and their holdingcompanies have increased significantly and haveundergone substantial change in recent years. To a greatextent, these changes are embodied in the FinancialInstitutions Reform, Recovery and Enforcement Act;enacted in August 1989, the Federal Deposit InsuranceCorporation Improvement Act of 1991, and theregulations promulgated under these laws. Many of theregulations promulgated pursuant to these laws haveonly recently been finalized and their impact on thebusiness, financial condition and prospects of theSecurities in the Portfolio cannot be predicted withcertainty. The Gramm-Leach-Bliley Act financial-servicesoverhaul legislation allows banks, securities firms andinsurance companies to form one-stop financialconglomerates marketing a wide range of financialservice products to investors. This legislation hasresulted in increased merger activity and heightenedcompetition among existing and new participants in thefield. Legislation to liberalize interstate banking hasrecently been signed into law. Under the legislation,banks will be able to purchase or establish subsidiary

banks in any state, one year after the legislation’senactment. Since mid-1997, banks have been allowedto turn existing banks into branches. Consolidation islikely to continue. The SEC and the Financial AccountingStandards Board require the expanded use of marketvalue accounting by banks and have imposed rulesrequiring market accounting for investment securitiesheld in trading accounts or available for sale. Adoption ofadditional such rules may result in increased volatility inthe reported health of the industry, and mandatedregulatory intervention to correct such problems.Additional legislative and regulatory changes may beforthcoming. For example, the bank regulatoryauthorities have proposed substantial changes to theCommunity Reinvestment Act and fair lending laws,rules and regulations, and there can be no certainty asto the effect, if any, that such changes would have onthe Securities in the Portfolio. In addition, from time totime the deposit insurance system is reviewed byCongress and federal regulators, and proposed reformsof that system could, among other things, further restrictthe ways in which deposited moneys can be used bybanks or reduce the dollar amount or number ofdeposits insured for any depositor. Such reforms couldreduce profitability, as investment opportunities availableto bank institutions become more limited and asconsumers look for savings vehicles other than bankdeposits. Banks face significant competition from otherfinancial institutions such as mutual funds, credit unions,mortgage banking companies and insurancecompanies, and increased competition may result fromlegislative broadening of regional and national interstatebanking powers. Among other benefits, such legislationallows banks and bank holding companies to acquireacross previously prohibited state l ines and toconsolidate their various bank subsidiaries into one unit.Neither the Sponsor nor the Underwriter makes anyprediction as to what, if any, manner of bank regulatoryactions might ultimately be adopted or what ultimateeffect such actions might have on the Portfolio.

The Federal Bank Holding Company Act of 1956generally prohibits a bank holding company from (1)acquiring, directly or indirectly, more than 5% of theoutstanding shares of any class of voting securities of a

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bank or bank holding company, (2) acquiring control of abank or another bank holding company, (3) acquiring allor substantially all the assets of a bank, or (4) merging orconsolidating with another bank holding company,without first obtaining Federal Reserve Board (“FRB”)approval. In considering an application with respect toany such transaction, the FRB is required to consider avariety of factors, including the potential anti-competitiveeffects of the transaction, the financial condition andfuture prospects of the combining and resultinginstitutions, the managerial resources of the resultinginstitution, the convenience and needs of thecommunities the combined organization would serve, therecord of performance of each combining organizationunder the Community Reinvestment Act and the EqualCredit Opportunity Act, and the prospective availability tothe FRB of information appropriate to determine ongoingregulatory compliance with applicable banking laws. Inaddition, the federal Change In Bank Control Act andvarious state laws impose limitations on the ability of oneor more individuals or other entities to acquire control ofbanks or bank holding companies.

The FRB has issued a policy statement on thepayment of cash dividends by bank holding companies.In the policy statement, the FRB expressed its view thata bank holding company experiencing earningsweaknesses should not pay cash dividends whichexceed its net income or which could only be funded inways that would weaken its financial health, such as byborrowing. The FRB also may impose limitations on thepayment of dividends as a condition to its approval ofcertain applications, including applications for approvalof mergers and acquisitions. Neither the Sponsor northe Underwriter makes any prediction as to the effect, ifany, such laws will have on the Securities or whethersuch approvals, if necessary, will be obtained.

Companies engaged in the investment managementindustry are subject to the adverse effects of economicrecession, volatile interest rates, and competition fromnew entrants in their fields of business. Adversechanges in the direction of the stock market, investorconfidence, equity transaction volume, the level anddirection of interest rates and the outlook of emergingmarkets could adversely affect the financial stability, as

well as the stock prices, of these companies.Additionally, competitive pressures, including increasedcompetition with new and existing competitors, theongoing commoditization of traditional businesses andthe need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management andbrokerage industries. Companies involved in theinvestment management industry are also subject toextensive regulation by government agencies andself-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation of such laws,regulations and rules could adversely affect the stockprices of such companies.

Companies involved in the insurance, reinsuranceand risk management industry underwrite, sell ordistribute property, casualty and business insurance.Many factors affect insurance, reinsurance and riskmanagement company profits, including but not limitedto interest rate movements, the imposition of premiumrate caps, a misapprehension of the risks involved ingiven underwritings, competition and pressure tocompete globally, weather catastrophes or otherdisasters and the effects of client mergers. Individualcompanies may be exposed to material risks includingreserve inadequacy and the inability to collect fromreinsurance carriers. Insurance companies are subjectto extensive governmental regulation, including theimposition of maximum rate levels, which may not beadequate for some lines of business. Proposed orpotential tax law changes may also adversely affectinsurance companies’ policy sales, tax obligations andprofitability. In addition to the foregoing, profit marginsof these companies continue to shrink due to thecommodit izat ion of tradit ional businesses, newcompetitors, capital expenditures on new technologyand the pressure to compete globally.

In addit ion to the normal r isks of business,companies involved in the insurance and r iskmanagement industry are subject to significant riskfactors, including those applicable to regulatedinsurance companies, such as:

• the inherent uncertainty in the process ofestablishing property-liability loss reserves,

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and the fact that ultimate losses couldmaterially exceed established loss reserves,which could have a material adverse effecton results of operations and financialcondition;

• the fact that insurance companies haveexperienced, and can be expected in thefuture to experience, catastrophic losses,which could have a material adverseimpact on their financial conditions, resultsof operations and cash flow;

• the inherent uncertainty in the process ofestablishing property-liability loss reservesdue to changes in loss payment patternscaused by new claim settlement practices;

• the need for insurance companies and theirsubsidiaries to maintain appropriate levelsof statutory capital and surplus, particularlyin light of continuing scrutiny by ratingorganizations and state insuranceregulatory authorities, and in order tomaintain acceptable financial strength orclaims-paying ability ratings;

• the extensive regulation and supervision towhich insurance companies are subject,and various regulatory and other legalactions;

• the adverse impact that increases ininterest rates could have on the value of aninsurance company’s investment portfolioand on the attractiveness of certain of itsproducts; and

• the uncertainty involved in estimating theavai labi l i ty of reinsurance and thecollectability of reinsurance recoverables.

The state insurance regulatory framework has, duringrecent years, come under increased federal scrutiny,and certain state legislatures have considered orenacted laws that alter and, in many cases, increasestate authority to regulate insurance companies andinsurance holding company systems. Further, the

National Association of Insurance Commissioners(“NAIC”) and state insurance regulators arere-examining existing laws and regulations, specificallyfocusing on insurance companies, interpretations ofexisting laws and the development of new laws. Inaddition, Congress and certain federal agencies haveinvestigated the condition of the insurance industry inthe United States to determine whether to promulgateadditional federal regulation. The Sponsor is unable topredict whether any state or federal legislation will beenacted to change the nature or scope of regulation ofthe insurance industry, or what effect, if any, suchlegislation would have on the industry.

All insurance companies are subject to state laws andregulations that require diversification of their investmentportfolios and limit the amount of investments in certaininvestment categories. Failure to comply with these lawsand regulations would cause non-conforminginvestments to be treated as non-admitted assets forpurposes of measuring statutory surplus and, in someinstances, would require divestiture.

High-Yield Securities. An investment in Units ofthe Portfolio should be made with an understanding ofthe risks that an investment in “high-yield, high-risk”debt obligations or “junk” obligations may entail,including increased credit risks and the risk that thevalue of the Units wil l decl ine, and may declineprecipitously, with increases in interest rates. In recentyears there have been wide fluctuations in interest ratesand thus in the value of debt obligations generally.Certain of the securities included in the Portfolio may besubject to greater market fluctuations and risk of loss ofincome and principal than are investments inlower-yielding, higher-rated securities, and their valuemay decline precipitously because of increases ininterest rates, not only because the increases in ratesgenerally decrease values, but also because increasedrates may indicate a slowdown in the economy and adecrease in the value of assets generally that mayadversely affect the credit of issuers of high-yield,high-risk securities resulting in a higher incidence ofdefaults among high-yield, high-risk securities. Aslowdown in the economy, or a development adverselyaffecting an issuer’s creditworthiness, may result in the

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issuer being unable to maintain earnings or sell assetsat the rate and at the prices, respectively, that arerequired to produce sufficient cash flow to meet itsinterest and principal requirements. For an issuer thathas outstanding both senior commercial bank debt andsubordinated high-yield, high-risk securities, an increasein interest rates will increase that issuer’s interestexpense insofar as the interest rate on the bank debt isfluctuating. However, many leveraged issuers enter intointerest rate protection agreements to fix or cap theinterest rate on a large portion of their bank debt. Thisreduces exposure to increasing rates, but reduces thebenefit to the issuer of declining rates. The Sponsorcannot predict future economic policies or theirconsequences or, therefore, the course or extent of anysimilar market fluctuations in the future.

“High-yield” or “junk” securities, the generic namesfor securities rated below BBB by Standard & Poor’s, orbelow Baa by Moody’s, are frequently issued bycorporations in the growth stage of their development,by establ ished companies whose operations orindustries are depressed or by highly leveragedcompanies purchased in leveraged buyout transactions.The market for high-yield securities is very specializedand investors in it have been predominantly financialinstitutions. High-yield securities are generally not listedon a national securities exchange. Trading of high-yieldsecurit ies, therefore, takes place primari ly inover-the-counter markets that consist of groups ofdealer firms that are typically major securities firms.Because the high-yield security market is a dealermarket, rather than an auction market, no singleobtainable price for a given security prevails at anygiven time. Prices are determined by negotiationbetween traders. The existence of a liquid tradingmarket for the securities may depend on whetherdealers will make a market in the securities. There canbe no assurance that a market will be made for any ofthe securities, that any market for the securities will bemaintained or of the liquidity of the securities in anymarkets made. Not all dealers maintain markets in allhigh-yield securities. Therefore, since there are fewertraders in these securities than there are in “investmentgrade” securities, the bid-offer spread is usually greater

for high-yield securities than it is for investment gradesecurities. The price at which the securities may be soldand the value of the Portfolio will be adversely affected iftrading markets for the securities are limited or absent.If the rate of redemptions is great, the value of thePortfolio may decline to a level that requires liquidation.

Lower-rated securities tend to offer higher yields thanhigher-rated securities with the same maturities becausethe creditworthiness of the issuers of lower-ratedsecurities may not be as strong as that of other issuers.Moreover, if a security is recharacterized as equity by theInternal Revenue Service for federal income taxpurposes, the issuer’s interest deduction with respect tothe security will be disallowed and this disallowance mayadversely affect the issuer’s credit rating. Becauseinvestors generally perceive that there are greater risksassociated with the lower-rated securities in the Portfolio,the yields and prices of these securities tend to fluctuatemore than higher- rated securities with changes in theperceived quality of the credit of their issuers. In addition,the market value of high-yield, high-risk securities mayfluctuate more than the market value of higher-ratedsecurities since these securities tend to reflect short-termcredit development to a greater extent than higher-ratedsecurities. Lower-rated securities generally involve greaterrisks of loss of income and principal than higher-ratedsecurities. Issuers of lower-rated securities may possessfewer creditworthiness characteristics than issuers ofhigher-rated securities and, especially in the case ofissuers whose obligations or credit standing haverecently been downgraded, may be subject to claims bydebtholders, owners of property leased to the issuer orothers which, if sustained, would make it more difficult forthe issuers to meet their payment obligations. High-yield,high-risk securities are also affected by variables such asinterest rates, inflation rates and real growth in theeconomy. Therefore, investors should consider carefullythe relative risks associated with investment in securitiesthat carry lower ratings.

Should the issuer of any security default in thepayment of principal or interest, the Portfolio may incuradditional expenses seeking payment on the defaultedsecurity. Because amounts (if any) recovered by thePortfolio in payment under the defaulted security may

not be reflected in the value of the Portfolio’s Units untilactually received by the Portfolio, and depending uponwhen a Unitholder purchases or sells his or her Units, itis possible that a Unitholder would bear a portion of thecost of recovery without receiving any portion of thepayment recovered.

High-yield, high-risk securit ies are general lysubordinated obligations. The payment of principal (andpremium, if any), interest and sinking fund requirementswith respect to subordinated obligations of an issuer issubordinated in right of payment to the payment ofsenior obligations of the issuer. Senior obligationsgenerally include most, if not all, significant debtobligations of an issuer, whether existing at the time ofissuance of subordinated debt or created thereafter.Upon any distribution of the assets of an issuer withsubordinated obligations upon dissolution, total orpartial l iquidation or reorganization of or similarproceeding relating to the issuer, the holders of seniorindebtedness will be entitled to receive payment in fullbefore holders of subordinated indebtedness will beentitled to receive any payment. Moreover, generally nopayment with respect to subordinated indebtednessmay be made while there exists a default with respectto any senior indebtedness. Thus, in the event ofinsolvency, holders of senior indebtedness of an issuergenerally will recover more, ratably, than holders ofsubordinated indebtedness of that issuer.

Obligations that are rated lower than “BBB” byStandard & Poor’s, or “Baa” by Moody’s, respectively,should be considered speculative as such ratingsindicate a quality of less than investment grade.Investors should carefully review the objective of thePortfolio and consider their ability to assume the risksinvolved before making an investment in the Portfolio.

Foreign Securities. Because your Portfolio investsin foreign securities, the Portfolio involves additional risksthat differ from an investment in domestic securities.Investments in foreign securities may involve a greaterdegree of risk than those in domestic securities. There isgenerally less publicly available information about foreigncompanies in the form of reports and ratings similar tothose that are published about issuers in the UnitedStates. Also, foreign issuers are generally not subject to

uniform accounting, auditing and financial reportingrequirements comparable to those applicable to UnitedStates issuers. With respect to certain foreign countries,there is the possibility of adverse changes in investmentor exchange control regulations, expropriation,nationalization or confiscatory taxation, limitations on theremoval of funds or other assets of the Portfolio, politicalor social instability, or diplomatic developments whichcould affect United States investments in those countries.Moreover, industrial foreign economies may differfavorably or unfavorably from the United States’ economyin terms of growth of gross national product, rate ofinflation, capital reinvestment, resource self-sufficiencyand balance of payments position. Foreign securitiesmarkets are generally not as developed or efficient asthose in the United States. While growing in volume, theyusually have substantially less volume than the New YorkStock Exchange, and securities of some foreign issuersare less liquid and more volatile than securities ofcomparable United States issuers. Fixed commissions onforeign exchanges are generally higher than negotiatedcommissions on United States exchanges. There isgenerally less government supervision and regulation ofsecurities exchanges, brokers and listed issuers than inthe United States.

Foreign Currencies. Your Portfolio also involves therisk that fluctuations in exchange rates between the U.S.dollar and foreign currencies may negatively affect thevalue of the securities. For example, if a foreign securityrose 10% in price but the U.S. dollar gained 5% againstthe related foreign currency, a U.S. investor’s return wouldbe reduced to about 5%. This is because the foreigncurrency would “buy” fewer dollars or, conversely, a dollarwould buy more of the foreign currency. Many foreigncurrencies have fluctuated widely against the U.S. dollarfor a variety of reasons such as supply and demand of thecurrency, investor perceptions of world or countryeconomies, political instability, currency speculation byinstitutional investors, changes in government policies,buying and selling of currencies by central banks ofcountries, trade balances and changes in interest rates.The Portfolio’s foreign currency transactions will beconducted with foreign exchange dealers acting asprincipals on a spot (i.e., cash) buying basis. These

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dealers realize a profit based on the difference betweenthe price at which they buy the currency (bid price) andthe price at which they sell the currency (offer price). TheTrustee will estimate the currency exchange rates basedon current activity in the related currency exchangemarkets, however, due to the volatility of the markets andother factors, the estimated rates may not be indicative ofthe rate the Portfolio might obtain had the Trustee sold thecurrency in the market at that time.

Additional Units. The Sponsor may createadditional Units of the Portfolio by depositing into thePortfolio additional securities or cash with instructionsto purchase additional securities. A deposit could resultin a dilution of your investment and anticipated incomebecause of fluctuations in the price of the securitiesbetween the time of the deposit and the purchase ofthe securities and because the Portfolio will paybrokerage or acquisition fees.

Voting. Only the Trustee may sell or vote the securitiesin the Portfolio. While you may sell or redeem your Units,you may not sell or vote the securities in your Portfolio.The Sponsor will instruct the Trustee how to vote thesecurities. The Trustee will vote the securities in the samegeneral proportion as shares or principal amount held byother holders if the Sponsor fails to provide instructions.

THE PORTFOLIOInvestors should note that the selection criteria were

applied to the Securities for inclusion in the Portfolioprior to the Initial Date of Deposit. Should a Security nolonger meet the criteria used for selection for thePortfolio, such Security will not as a result thereof beremoved from the Portfolio.

SPONSOR INFORMATIONVan Kampen Funds Inc. is the Sponsor of your

Portfolio. The Sponsor is a wholly owned subsidiary ofVan Kampen Investments Inc. (“Van KampenInvestments”). Van Kampen Investments is a diversifiedasset management company that administers morethan three million retail investor accounts and hasextensive capabil i t ies for managing institutionalportfolios. Van Kampen Investments is an indirectwholly owned subsidiary of Invesco Ltd. (“Invesco”), a

leading independent global investment manager thatprovides a wide range of investment strategies andvehicles to its retail, institutional and high net worthclients around the globe. On June 1, 2010, Invescocompleted the previously announced acquisition of theretail asset management business, including VanKampen Investments, from Morgan Stanley & Co.Incorporated. The Sponsor’s principal office is locatedat 11 Greenway Plaza, Houston, Texas 77046-1173. Asof December 31, 2009, the total stockholders’ equity ofVan Kampen Funds Inc. was $161,397,932 (unaudited).The current assets under management and supervisionby Invesco and its aff i l iates were valued atapproximately $580 billion as of March 31, 2010. (Thisparagraph relates only to the Sponsor and not to thePortfolio or to any other Series thereof. The informationis included herein only for the purpose of informinginvestors as to the financial responsibility of the Sponsorand its ability to carry out its contractual obligations.More detailed financial information wil l be madeavailable by the Sponsor upon request).

The Sponsor and your Portfolio have adopted a codeof ethics requiring Van Kampen’s employees who haveaccess to information on Portfolio transactions to reportpersonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest and toprevent fraud, deception or misconduct with respect toyour Portfolio.

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may ( i ) appoint a successor Sponsor at rates ofcompensation deemed by the Trustee to be reasonableand not exceeding amounts prescribed by the SEC, (ii) terminate the Trust Agreement and liquidate thePortfolio as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

TRUSTEE INFORMATIONThe Trustee is The Bank of New York Mellon, a trust

company organized under the laws of New York. TheBank of New York Mellon has its unit investment trustdivision offices at 2 Hanson Place, 12th Floor, Brooklyn,

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New York 11217, (800) 856-8487. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System,and its deposits are insured by the Federal DepositInsurance Corporation to the extent permitted by law.

The duties of the Trustee are primarily ministerial innature. It did not part icipate in the selection ofSecurities for the Portfolio.

In accordance with the Trust Agreement, the Trusteeshall keep proper books of record and account of alltransactions at its office for the Portfolio. Such recordsshall include the name and address of, and the number ofUnits of the Portfolio held by, every Unitholder. Suchbooks and records shall be open to inspection by anyUnitholder at all reasonable times during the usualbusiness hours. The Trustee shall make such annual orother reports as may from time to time be required underany applicable state or federal statute, rule or regulation.The Trustee is required to keep a certified copy orduplicate original of the Trust Agreement on file in its officeavailable for inspection at all reasonable times during theusual business hours by any Unitholder, together with acurrent list of the Securities held in the Portfolio.

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of itsresponsibilities created by the Trust Agreement byexecuting an instrument in writing and filing the samewith the Sponsor. The Trustee or successor trusteemust mail a copy of the notice of resignation to allUnitholders then of record, not less than 60 days beforethe date specified in such notice when such resignationis to take effect. The Sponsor upon receiving notice ofsuch resignation is obligated to appoint a successortrustee promptly. I f , upon such resignation, nosuccessor trustee has been appointed and hasaccepted the appointment within 30 days afternotification, the retiring Trustee may apply to a court ofcompetent jurisdiction for the appointment of asuccessor. The Sponsor may remove the Trustee andappoint a successor trustee as provided in the TrustAgreement at any time with or without cause. Notice ofsuch removal and appointment shall be mailed to eachUnitholder by the Sponsor. Upon execution of a written

acceptance of such appointment by such successortrustee, all the rights, powers, duties and obligations ofthe original trustee shall vest in the successor. Theresignation or removal of a Trustee becomes effectiveonly when the successor trustee accepts itsappointment as such or when a court of competentjurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be mergedor with which it may be consol idated, or anycorporation resulting from any merger or consolidationto which a Trustee shall be a party, shall be thesuccessor trustee. The Trustee must be a bankingcorporation organized under the laws of the UnitedStates or any state and having at all times an aggregatecapital, surplus and undivided profits of not less than$5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Portfolio andthe purchase, ownership and disposition of PortfolioUnits. The discussion below supplements theprospectus discussion and is qualified in its entirety bythe prospectus discussion. Prospective investorsshould consult their own tax advisors with regard to thefederal tax consequences of the purchase, ownership,or disposition of Portfolio Units, as well as the taxconsequences arising under the laws of any state,locality, non-U.S. country, or other taxing jurisdiction.

The federal income tax summary below and in theprospectus is based in part on the advice of counsel tothe Portfolio. The Internal Revenue Service coulddisagree with any conclusions set forth in thesediscussions. In addition, our counsel was not asked toreview the federal income tax treatment of the assets tobe held by the Portfolio.

The Portfolio intends to elect and to qualify annuallyas a regulated investment company under the InternalRevenue Code of 1986, as amended (the “Code”) andto comply with applicable distribution requirements sothat it will not pay federal income tax on income andcapital gains distributed to its Unitholders.

To qualify for the favorable U.S. federal income taxtreatment generally accorded to regulated investment

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companies, the Portfolio must, among other things, (a)derive in each taxable year at least 90% of its grossincome from dividends, interest, payments with respectto securities loans and gains from the sale or otherdisposition of stock, securities or foreign currencies orother income derived with respect to its business ofinvesting in such stock, securities or currencies, and netincome from qualified publicly traded partnerships; (b)diversify its holdings so that, at the end of each quarterof the taxable year, (i) at least 50% of the market valueof the Portfolio’s assets is represented by cash andcash items (including receivables), U.S. governmentsecurities, the securities of other regulated investmentcompanies and other securities, with such othersecurities of any one issuer generally limited for thepurposes of this calculation to an amount not greaterthan 5% of the value of the Portfolio’s total assets andnot greater than 10% of the outstanding votingsecurities of such issuer, and (ii) not more than 25% ofthe value of its total assets is invested in the securities(other than U.S. government securities or the securitiesof other regulated investment companies) of any oneissuer, or two or more issuers which the Portfoliocontrols (by owning 20% or more of the issuer’soutstanding voting securities) and which are engaged inthe same, similar or related trades or businesses, or thesecurities of qualified publicly traded partnerships; and(c) distribute at least 90% of its investment companytaxable income (which includes, among other items,dividends, interest and net short-term capital gains inexcess of net long-term capital losses but excludes netcapital gain, i f any) and at least 90% of its nettax-exempt interest income, if any, each taxable year.

The Portfolio may invest in preferred securities theU.S. federal income tax treatment of which may not beclear or may be subject to recharacterization by theInternal Revenue Service. To the extent the tax treatmentof such securities or the income from such securitiesdiffers from the tax treatment expected by the Portfolio,it could affect the timing or character of incomerecognized by the Portfolio. Specifically, such securitiesmay cause the Portfolio to be treated as having receivedincome for tax purposes notwithstanding that cashdistributions would not have been actually received.

Should the Portfolio consist of a number of securitiesdeferring interest payments, and not be able to disposeof such securities, it is possible that the Portfolio maynot have enough cash to meet its regulated investmentcompany distribution requirements. As a result, thePortfolio may fail to qualify as a regulated investmentcompany for that taxable year.

As a regulated investment company, the Portfoliogenerally will not be subject to U.S. federal income taxon its investment company taxable income (as that termis defined in the Code, but without regard to thededuction for dividends paid) and net capital gain (theexcess of net long-term capital gain over net short-termcapital loss), if any, that it distributes to Unitholders. ThePortfolio intends to distribute to its Unitholders, at leastannually, substantially all of its investment companytaxable income and net capital gain. If the Portfolioretains any net capital gain or investment companytaxable income, it will generally be subject to federalincome tax at regular corporate rates on the amountretained. In addition, amounts not distributed on atimely basis in accordance with a calendar yeardistribution requirement are subject to a nondeductible4% excise tax unless, generally, the Portfolio distributesduring each calendar year an amount equal to the sumof (1) at least 98% of its ordinary income (not taking intoaccount any capital gains or losses) for the calendaryear, (2) at least 98% of its capital gains in excess of itscapital losses (adjusted for certain ordinary losses) forthe one-year period ending October 31 of the calendaryear, and (3) any ordinary income and capital gains forprevious years that were not distributed or taxed duringthose years. To prevent application of the excise tax,the Portfolio intends to make its distributions inaccordance with the calendar year distr ibutionrequirement. Further, if the Portfolio retains any netcapital gain, the Portfolio may designate the retainedamount as undistributed capital gains in a notice toUnitholders who, if subject to federal income tax onlong-term capital gains (i) will be required to include inincome for federal income tax purposes, as long-termcapital gain, their share of such undistributed amount,and (ii) will be entitled to credit their proportionate shareof the tax paid by the Portfolio against their federal

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income tax liabilities, if any, and to claim refunds to theextent the credit exceeds such liabilities. A distributionwill be treated as paid on December 31 of the currentcalendar year if it is declared by the Portfolio in October,November or December with a record date in such amonth and paid by the Portfolio during January of thefollowing calendar year. These distributions will betaxable to Unitholders in the calendar year in which thedistributions are declared, rather than the calendar yearin which the distributions are received.

If the Portfolio failed to qualify as a regulatedinvestment company or failed to satisfy the 90%distribution requirement in any taxable year, the Portfoliowould be taxed as an ordinary corporation on itstaxable income (even if such income were distributed toits Unitholders) and all distributions out of earnings andprofits would be taxed to Unitholders as ordinarydividend income.

If your Portfolio is treated as holding directly orindirectly 10 percent or more of the combined votingpower of the stock of a foreign corporation, and all U.S.shareholders collectively own more than 50 percent ofthe vote or value of the stock of such corporation, theforeign corporation may be treated as a “controlledforeign corporation” (a “CFC”) for U.S. federal incometax purposes. In such circumstances, your Portfolio willbe required to include certain types of passive incomeand certain other types of income relating to insurance,sales and services with related parties and oil relatedincome in the Portfolio’s taxable income whether or notsuch income is distributed.

PORTFOLIO TERMINATIONThe Portfolio may be liquidated at any time by

consent of Unitholders representing 66 2/3% of theUnits of the Portfolio then outstanding or by the Trusteewhen the value of the Securities owned by the Portfolio,as shown by any evaluation, is less than $500,000($3,000,000 if the value of the Portfolio has exceeded$15,000,000). The Portfolio will be liquidated by theTrustee in the event that a sufficient number of Units ofthe Portfolio not yet sold are tendered for redemptionby the Sponsor, so that the net worth of the Portfoliowould be reduced to less than 40% of the value of the

Securities at the time they were deposited in thePortfolio. If the Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. The TrustAgreement wil l terminate upon the sale or otherdisposition of the last Security held thereunder, but inno event wil l i t continue beyond the MandatoryTermination Date.

Commencing during the period beginning ninebusiness days pr ior to, and no later than, theMandatory Termination Date, Securities will begin tobe sold in connection with the termination of thePortfolio. The Sponsor will determine the manner,timing and execution of the sales of the Securities.The Sponsor shal l d i rect the l iquidat ion of theSecurities in such manner as to effectuate orderlysales and a minimal market impact. In the event theSponsor does not so direct, the Securities shall besold within a reasonable period and in such manneras the Trustee, in its sole discretion, shall determine.At least 45 days before the Mandatory TerminationDate the Trustee will provide written notice of anyterminat ion to a l l Uni tholders of the Port fo l io.Unitholders will receive a cash distribution from thesale of the remaining Securities within a reasonabletime following the Mandatory Termination Date. TheTrustee will deduct from the funds of the Portfolio anyaccrued costs, expenses, advances or indemnitiesprovided by the Trust Agreement, including estimatedcompensation of the Trustee, costs of liquidation andany amounts required as a reserve to provide forpayment of any appl icable taxes or othergovernmental charges. Any sale of Securities in thePortfolio upon termination may result in a loweramount than might otherwise be realized if such salewere not required at such time. The Trustee will thendistribute to each Unitholder of the Portfolio his prorata share of the balance of the Income and CapitalAccounts of such Portfolio.

The Sponsor may, but is not obligated to, offer forsale units of a subsequent series of the Portfolio. Thereis, however, no assurance that units of any new seriesof the Portfolio will be offered for sale at that time, or if

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offered, that there will be sufficient units available forsale to meet the requests of any or all Unitholders.

Within 60 days of the final distribution Unitholders willbe furnished a final distribution statement of the amountdistributable. At such time as the Trustee in its solediscretion will determine that any amounts held inreserve are no longer necessary, it will make distributionthereof to Unitholders in the same manner.

DESCRIPTION OF SECURITIES RATINGS

Standard & Poor’s Issue Credit Ratings.A Standard & Poor’s issue credit rating is a current opinionof the credit-worthiness of an obligor with respect to aspecific financial obligation, a specific class of financialobligations, or a specific financial program (includingratings on medium term note programs and commercialpaper programs). It takes into consideration thecreditworthiness of guarantors, insurers, or other forms ofcredit enhancement on the obligation and takes intoaccount the currency in which the obligation isdenominated. The opinion evaluates the obligor’s capacityand willingness to meet its financial commitments as theycome due, and may assess terms, such as collateralsecurity and subordination, which could affect ultimatepayment in the event of default. The issue credit rating isnot a recommendation to purchase, sell, or hold afinancial obligation, inasmuch as it does not comment asto market price or suitability for a particular investor. Issuecredit ratings are based on current information furnishedby the obligors or obtained by Standard & Poor’s fromother sources it considers reliable. Standard & Poor’sdoes not perform an audit in connection with any creditrating and may, on occasion, rely on unaudited financialinformation. Credit ratings may be changed, suspended,or withdrawn as a result of changes in, or unavailability of,such information, or based on other circumstances.

Long-term issue credit ratings. Issue credit ratingsare based, in varying degrees, on the fol lowingconsiderations:

• Likelihood of payment-capacity and willingnessof the obligor to meet its financial commitmenton an obligation in accordance with the terms ofthe obligation;

• Nature of and provisions of the obligation;

• Protection afforded by, and relative position of,the obligation in the event of bankruptcy,reorganization, or other arrangement under thelaws of bankruptcy and other laws affectingcreditors’ rights.

The issue rating definitions are expressed in terms ofdefault risk. As such, they pertain to senior obligations ofan entity. Junior obligations are typically rated lower thansenior obligations, to reflect the lower priority inbankruptcy, as noted above. (Such differentiation applieswhen an entity has both senior and subordinatedobligations, secured and unsecured obligations, oroperating company and holding company obligations.)Accordingly, in the case of junior debt, the rating may notconform exactly with the category definition.

AAA An obligation rated “AAA” has the highestrating assigned by Standard & Poor’s. Theobligor’s capacity to meet its f inancialcommitment on the obligation is extremelystrong.

AA An obligation rated “AA” differs from thehighest rated obligations only in smalldegree. The obligor’s capacity to meet itsfinancial commitment on the obligation isvery strong.

A An obligation rated “A” is somewhat moresusceptible to the adverse effects ofchanges in circumstances and economicconditions than obligations in higher ratedcategories. However, the obligor’s capacityto meet its financial commitment on theobligation is still strong.

BBB An obligation rated “BBB” exhibits adequateprotection parameters. However, adverseeconomic condit ions or changingcircumstances are more likely to lead to aweakened capacity of the obligor to meet itsfinancial commitment on the obligation.

Obligations rated “BB”, “B”, “CCC”, “CC”, and “C”are regarded as having signif icant speculat ivecharacteristics. “BB” indicates the least degree of

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speculation and “C” the highest. While such obligationswil l l ikely have some qual ity and protectivecharacteristics, these may be outweighed by largeuncertainties or major exposures to adverse conditions.

BB An obligation rated “BB” is less vulnerable tononpayment than other speculative issues.However, i t faces major ongoinguncertaint ies or exposure to adversebusiness, financial, or economic conditionswhich could lead to the obligor’s inadequatecapacity to meet its financial commitmenton the obligation.

B An obligation rated “B” is more vulnerable tononpayment than obligations rated “BB”,but the obligor currently has the capacity tomeet its f inancial commitment on theobligation. Adverse business, financial, oreconomic conditions will likely impair theobligor’s capacity or willingness to meet itsfinancial commitment on the obligation.

CCC An obligation rated “CCC” is currentlyvulnerable to nonpayment, and is dependentupon favorable business, financial, andeconomic conditions for the obligor to meetits financial commitment on the obligation. Inthe event of adverse business, financial, oreconomic conditions, the obligor is not likelyto have the capacity to meet its financialcommitment on the obligation.

CC An obligation rated “CC” is currently highlyvulnerable to nonpayment.

C A subordinated debt or preferred securityobligation rated “C” is currently highlyvulnerable to nonpayment. The “C” ratingmay be used to cover a situation where abankruptcy petition has been filed or similaraction taken, but payments on thisobligation are being continued. A “C” alsowill be assigned to a preferred security issuein arrears on dividends or sinking fundpayments, but that is currently paying.

D An obl igation rated “D” is in paymentdefault. The “D” rating category is used

when payments on an obligation are notmade on the date due even if the applicablegrace period has not expired, unlessStandard & Poor’s bel ieves that suchpayments will be made during such graceperiod. The “D” rating also will be used uponthe filing of a bankruptcy petition or thetaking of a similar action if payments on anobligation are jeopardized.

Plus (+) or minus (-). The ratings from “AA” to “CCC”may be modified by the addition of a plus or minus sign toshow relative standing within the major rating categories.

NR This indicates that no rating has beenrequested, that there is insuff icientinformation on which to base a rating, orthat Standard & Poor’s does not rate aparticular obligation as a matter of policy.

Moody’s Preferred Security Ratings

Aaa Bonds and preferred securities which arerated Aaa are judged to be of the bestquality. They carry the smallest degree ofinvestment risk and are generally referred toas “gilt edged”. Interest payments areprotected by a large or by an exceptionallystable margin and principal is secure. Whilethe various protective elements are likely tochange, such changes as can be visualizedare most unlikely to impair the fundamentallystrong position of such issues.

Aa Bonds and preferred securities which arerated Aa are judged to be of high quality byall standards. Together with the Aaa groupthey comprise what are generally known ashigh-grade bonds. They are rated lowerthan the best bonds because margins ofprotection may not be as large as in Aaasecurit ies or f luctuation of protectiveelements may be of greater amplitude orthere may be other elements present whichmake the long-term risk appear somewhatlarger than the Aaa securities.

A Bonds and preferred securities which arerated A possess many favorable investment

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attributes and are to be considered asupper-medium-grade obligations. Factorsgiving security to principal and interest areconsidered adequate, but elements may bepresent which suggest a susceptibility toimpairment some time in the future.

Baa Bonds and preferred securities which arerated Baa are considered as medium-gradeobligations ( i.e., they are neither highlyprotected nor poorly secured). Interestpayments and principal security appearadequate for the present but certainprotective elements may be lacking or maybe characteristically unreliable over anygreat length of time. Such bonds lack outstanding investment characteristics and infact have speculative characteristics as well.

Ba Bonds and preferred securities which arerated Ba are judged to have speculativeelements; their future cannot be consideredas well-assured. Often the protection ofinterest and principal payments may be verymoderate, and thereby not well safeguardedduring both good and bad times over thefuture. Uncertainty of position characterizesbonds in this class.

B Bonds and preferred securities which arerated B generally lack characteristics of thedesirable investment. Assurance of interestand principal payments or of maintenance ofother terms of the contract over any longperiod of time may be small.

Caa Bonds and preferred securities which arerated Caa are of poor standing. Such issuesmay be in default or there may be presentelements of danger with respect to principalor interest.

Ca Bonds and preferred securities which arerated Ca represent obligations which arespeculative in a high degree. Such issuesare often in default or have other markedshortcomings.

C Bonds and preferred securities which arerated C are the lowest rated class of bonds,and issues so rated can be regarded ashaving extremely poor prospects of everattaining any real investment standing.

Note: Moody’s applies numerical modifiers 1, 2, and3 in each generic rating classification from Aa throughCaa. The modifier 1 indicates that the obligation ranksin the higher end of its generic rating category; themodifier 2 indicates a mid-range ranking; and themodifier 3 indicates a ranking in the lower end of thatgeneric rating category.

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