S&P Dividend Sustainability Portfolio 2011-2

S&P Dividend Sustainability Portfolio 2011-2 (the “Portfolio”), included in Van Kampen Unit Trusts, Series 1103,is a unit investment trust that seeks above average capital appreciation by investing in a portfolio of stocks derivedfrom the Standard & Poor’s 500 Dividend Aristocrats Index and selected prior to the formation of the Portfolio. Of course, we cannot guarantee that the Portfolio will achieve its objective.

April 25, 2011

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 above average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof stocks derived from the Standard & Poor’s 500Dividend Aristocrats Index as of the close of businesson April 15, 2011. The S&P 500 Dividend AristocratsIndex consists of stocks of those companies in theStandard & Poor’s 500 Index that have increased theiractual dividend payments in each of the last 25 years.Van Kampen Funds Inc. is the Sponsor of the Portfolio.

The Portfolio will consist of companies from the S&P500 Dividend Aristocrats Index that have attractive“dividend coverage”, an S&P Quality Rank of B or betterand, if rated by Standard & Poor’s, an S&P Credit Ratingof BBB or better. Dividend Coverage is calculated byStandard & Poor’s using a proprietary cash-flow, sector-specific methodology and is licensed for use by theSponsor and the Portfolio.

Beginning with the S&P 500 Dividend AristocratsIndex, the Sponsor selects the composition of thePortfolio by: (1) eliminating companies with a shareprice below $5 at time of selection; (2) eliminatingcompanies with an S&P Credit Rating below BBB andcompanies with an S&P Quality Ranking below B(companies which do not have an S&P Credit Ratingmay be included); (3) further selecting companiesbased on factors including market capitalization,earnings over the previous 12 months, debt-to-equity,and cash and equivalents; and (4) ranking theremaining companies by Standard & Poor’s dividendcoverage metric.

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:

• Security prices will fluctuate. The value ofyour investment may fall over time.

• An issuer may be unwilling or unable todeclare dividends in the future, or mayreduce the level of dividends declared.This may result in a reduction in the value ofyour 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 does not replicate all of thecomponents of the Standard & Poor’s 500 Dividend Aristocrats Index or itscomponent weightings and the stocks inthe Portfolio will not change if the indexcomponents, or their weightings withinthe index, change. The performance of thePortfolio will not correspond with the Standard& Poor’s 500 Dividend Aristocrats Index for thisreason and because the Portfolio incurs a salescharge and expenses. The Portfolio is notintended to replicate the performance of theindex.

• The Portfol io is concentrated insecurities issued by companies in theconsumer staples sector. Negat ivedevelopments in this sector will affect thevalue of your investment more than would bethe case in a more diversified investment.

• We do not actively manage the Portfolio.Except in limited circumstances, the Portfoliowill hold, and continue to buy, shares of thesame securities even if their market valuedeclines.

2

S&P Dividend Sustainability Portfolio

3

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 % ofPublic Amount

Offering Per 100Sales Charge Price Units_________ _________

Initial sales charge 1.000% $10.000Deferred sales charge 2.450 24.500Creation and development fee 0.500 5.000______ ______Maximum sales charge 3.950% $39.500______ ____________ ______

As a % Amountof Net Per 100Assets Units_________ _________

Estimated Organization Costs 0.206% $1.971______ ____________ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.297% $2.848Supervisory, bookkeeping

and administrative fees 0.042 0.400______ ______

Total 0.339% $3.248*______ ____________ ______

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. This example also assumes that youcontinue to follow the Portfolio strategy and roll your investment, includingall distributions, into a new trust every two years subject to the applicablereduced rollover sales charge. Based on these assumptions, you wouldpay the following expenses for every $10,000 you invest in the Portfolio:

1 year $ 4473 years 8445 years 1,26510 years 2,227

* 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 3.95% of the Public Offering Priceper Unit. The initial sales charge is the difference between the totalsales charge (maximum of 3.95% of the Public Offering Price) and thesum of the remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.245 per Unitand accrues daily from August 10, 2011, through January 9, 2012.Your Portfolio pays a proportionate amount of this charge on the 10thday of each 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 fixedat $0.05 per Unit and is paid at the earlier of the end of the initialoffering period (anticipated to be three months) or six months followingthe Initial Date of Deposit.

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit April 25, 2011Mandatory Termination Date April 22, 2013Estimated Net Annual Income1 $0.19909 per UnitEstimated Initial Distribution1 $0.04 per UnitRecord Dates 10th day of August 2011,

November 2011, February 2012,May 2012, August 2012,

November 2012 and February 2013Distribution Dates 25th day of August 2011,

November 2011, February 2012,May 2012, August 2012,

November 2012 and February 2013CUSIP Numbers Cash – 92121M367

Reinvest – 92121M375Wrap Fee Cash – 92121M383

Wrap Fee Reinvest – 92121M391

1 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.”

4

S&P Dividend Sustainability Portfolio 2011-2

Portfolio____________________________________________________________________________________________________________Current Cost of

Number Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________

Consumer Discretionary -13.76%193 Lowe's Companies, Inc. $ 26.670 1.65% $ 5,147.3167 McDonald's Corporation 76.910 3.17 5,152.97

102 Target Corporation 49.900 2.00 5,089.8049 V.F. Corporation 103.500 2.43 5,071.50

Consumer Staples - 34.48%143 Archer-Daniels-Midland Company 36.050 1.78 5,155.1571 Brown-Forman Corporation - CL B 71.640 1.79 5,086.4474 Clorox Company 69.520 3.16 5,144.4876 Coca-Cola Company 67.880 2.77 5,158.88

180 Hormel Foods Corporation 28.450 1.79 5,121.0077 Kimberly-Clark Corporation 66.050 4.24 5,085.8576 PepsiCo, Inc. 67.410 2.85 5,123.1681 Procter & Gamble Company 63.270 3.32 5,124.87

120 Walgreen Company 42.690 1.64 5,122.8096 Wal-Mart Stores, Inc. 53.580 2.72 5,143.68

Energy - 3.49%60 Exxon Mobil Corporation 86.360 2.04 5,181.60

Health Care - 10.38%100 Abbott Laboratories 51.800 3.71 5,180.0061 Becton, Dickinson and Company 84.000 1.95 5,124.0080 Johnson & Johnson 64.070 3.37 5,125.60

Industrials - 13.72%54 3M Company 93.920 2.34 5,071.6875 Dover Corporation 67.800 1.62 5,085.0087 Emerson Electric Company 59.140 2.33 5,145.1834 W.W. Grainger, Inc. 149.650 1.44 5,088.10

Information Technology - 3.46%97 Automatic Data Processing, Inc. 53.000 2.72 5,141.00

Materials - 17.27%55 Air Products and Chemicals, Inc. 93.920 2.47 5,165.6099 Ecolab, Inc. 51.750 1.35 5,123.2554 PPG Industries, Inc. 94.640 2.32 5,110.5662 Sherwin-Williams Company 83.690 1.74 5,188.7876 Sigma-Aldrich Corporation 66.960 1.08 5,088.96

Utilities - 3.44%101 Consolidated Edison, Inc. 50.680 4.74 5,118.68__________ ____________

2,500 $ 148,665.88__________ ______________________ ____________

See “Notes to Portfolio”.

5

Notes to Portfolio

(1) The Securities are initially represented by “regular way” contracts for the performance of which anirrevocable letter of credit has been deposited with the Trustee. Contracts to acquire Securities were enteredinto on April 21, 2011, and have a settlement date of April 27, 2011 (see “The Portfolio”).

(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of theclose of the New York Stock Exchange on the business day before the Initial Date of Deposit. In accordancewith FASB Accounting Standards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures,the Portfolio’s investments are classified as Level 1, which refers to security prices determined using quotedprices in active markets for identical securities. Other information regarding the Securities, as of the InitialDate of Deposit, is as follows:

ProfitCost to (Loss) ToSponsor Sponsor______________ _____________

$ 148,741 $ (75)

(3) Current Dividend Yield for each Security is based on the estimated annual dividends per share and theSecurity’s value as of the most recent close of trading on the New York Stock Exchange on the businessday before the Initial Date of Deposit. Generally, estimated annual dividends per share are calculated byannualizing the most recently declared regular dividends or by adding the most recent regular interim andfinal dividends declared and reflect any foreign withholding taxes. In certain cases, this calculation mayconsider several recently declared dividends in order for the Current Dividend Yield to be more reflective ofrecent historical dividend rates.

6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Van Kampen Unit Trusts, Series 1103:

We have audited the accompanying statement of condition including the related portfolio of S&P DividendSustainability Portfolio 2011-2 (included in Van Kampen Unit Trusts, Series 1103) as of April 25, 2011. 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 April 25, 2011. We believe thatour 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 S&P Dividend Sustainability Portfolio 2011-2 (included in Van Kampen Unit Trusts, Series1103) as of April 25, 2011, in conformity with accounting principles generally accepted in the United States ofAmerica.

/s/ GRANT THORNTON LLP

New York, New YorkApril 25, 2011

7

STATEMENT OF CONDITIONAs of April 25, 2011

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,666 ___________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,666 ______________________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 296Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,679Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 751

Interest of Unitholders--Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,170Less: initial sales charge (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,504Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . 4,726___________

Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,940___________Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,666______________________

Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,017______________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.585______________________

(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 an irrevocable letter of credit which has been deposited with the Trustee.

(2) 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 earlier of the close of the initialoffering period (approximately three months) or six months following the Initial Date of Deposit to an account maintained by the Trustee fromwhich the organization expense obligation of the investors will be satisfied. To the extent that actual organization costs of the Portfolio aregreater than the estimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsorand deducted from the assets of the Portfolio.

(3) Represents the amount of mandatory distributions from the Portfolio on the bases set forth under “Public Offering”.(4) 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.(5) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.(6) Assumes the maximum sales charge.

A-1

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, Van KampenAsset Management, as Supervisor, and The Bank ofNew York Mellon, as Trustee.

The Portfolio offers investors the opportunity topurchase Units representing a proportionate interest 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 thepurchase of the Securities and 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 in the “Portfolio” and any additionalsecurities deposited into the Portfolio.

Additional Units of the Portfolio may be issued at anytime by deposit ing in the Portfol io ( i ) addit ionalSecurities, (ii) contracts to purchase Securities togetherwith cash or irrevocable letters of credit or (iii) cash (or aletter of credit or the equivalent) with instructions topurchase additional Securities. As additional Units areissued by the Portfolio, the aggregate value of theSecurities will be increased and the fractional undividedinterest represented by each Unit may be decreased.The Sponsor may continue to make additional depositsinto the Portfolio following the Initial Date of Depositprovided that the additional deposits will be in amountswhich will maintain, as nearly as practicable, the samepercentage relationship among the number of shares of

each Security in the Portfolio that existed immediatelyprior to the subsequent deposit. Investors mayexperience 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 acquisition fees. In addition, during theinitial offering of Units it may not be possible to buy aparticular Security due to trading restrictions or corporateactions. While such limitations are in effect, additionalUnits would be created by purchasing each of theSecurities in your Portfolio that are not subject to thoselimitations. This would also result in the dilution of theinvestment in any such Security not purchased andpotential variances in anticipated income. Purchases andsales of Securities by your Portfolio may impact thevalue of the Securities. This may especially be the caseduring the initial offering of Units, upon Portfoliotermination and in the course of satisfying large Unitredemptions.

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.

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 of

A-2

the 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 pagetwo. There is no assurance that the Portfolio will achieveits objective.

You should note that the selection criteria wereapplied to the Securities for inclusion in the Portfolioprior to the Initial Date of Deposit. After the initialselection, the Securities may no longer meet theselection criteria. Should a Security no longer meet theselection criteria, we will generally not remove theSecurity from the Portfolio. In offering the Units to thepublic, neither the Sponsor nor any broker-dealers arerecommending any of the individual Securities butrather the entire pool of Securities in the Portfolio, takenas a whole, which are represented by the Units.

The Sponsor, on behalf of the Portfolio, has enteredinto a license agreement with Standard & Poor’sInvestment Advisory Services LLC under which thePortfolio is granted a license to use certain trademarksand tradenames, to the extent the Sponsor deemsappropriate and desirable under federal and statesecurities laws to indicate the index that is a source fordetermining the composit ion of the Port fo l io.“Standard & Poor’s”, “S&P”, “Standard & Poor’s 500”and “S&P 500” are registered trademarks of Standard& Poor’s Financial Services LLC and have beenlicensed for use by Van Kampen Funds Inc. and thePortfolio. “Standard & Poor’s 500 Index”, “S&P 500Dividend Aristocrats Index” and “Standard & Poor’s500 Dividend Aristocrats Index” are trademarks ofStandard & Poor’s Financial Services LLC and havebeen licensed for use by Van Kampen Funds Inc. andthe Portfolio. All information provided by Standard &Poor’s is impersonal and not tailored to the needs ofany person, entity or group of persons.

The Portfolio is not sponsored, endorsed, sold orpromoted by Standard & Poor’s and its affiliates. Standard& Poor’s and its affiliates make no representation,

condition or warranty, express or implied, to the owners ofthe portfolio or any member of the public regarding theadvisability of investing in securities generally or in thePortfolio particularly or the ability of the S&P 500 Index orS&P 500 Dividend Aristocrats Index to track general stockmarket performance. Standard & Poor’s only relationshipto the Portfolio is the licensing of certain trademarks andtrade names of Standard & Poor’s and of the S&P 500Dividend Aristocrats Index which are determined withoutregard to the Portfolio. Standard & Poor’s has noobligation to take the needs of the owners of the Portfoliointo consideration in determining, composing orcalculating the S&P 500 Index or S&P 500 DividendAristocrats Index. Standard & Poor’s is not responsible forand has not participated in the determination of the pricesand amount of the Portfolio or the timing of the issuanceor sale of the Portfolio. Standard & Poor’s has noobligation or liability in connection with the administration,marketing or sale of units of the Portfolio. There can be noassurance that future dividend payouts will equal orexceed past dividend payouts. Standard & Poor’s parentcompany, The McGraw-Hill Companies, Inc., may be oneof the constituents of the S&P 500 Dividend Aristocratsindex and may be included in the Portfolio based solely onquantitative measurements.

Analytic services and products provided by Standard& Poor’s are the result of separate activities designed topreserve the independence and objectivity of eachanalytic process. Standard & Poor’s has establishedpolicies and procedures to maintain the confidentialityof non-public information received during each analyticprocess. Standard & Poor’s and its affiliates provide awide range of services to, or relat ing to, manyorganizations, including issuers of securities, investmentadvisers, broker-dealers, investment banks, otherfinancial institutions and financial intermediaries, andaccordingly may receive fees or other economicbenefits from those organizations, includingorganizations whose securities or services they mayrecommend, rate, include in model portfolios, evaluateor otherwise address.

STANDARD & POOR’S DOES NOT GUARANTEETHE ACCURACY AND/OR COMPLETENESS OF THES&P 500 INDEX, S&P 500 DIVIDEND ARISTOCRATS

INDEX, ANY DATA INCLUDED THEREIN, OR ANY DATAFROM WHICH IT IS BASED, AND STANDARD &POOR’S SHALL HAVE NO LIABILITY FOR ANYERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.STANDARD & POOR’S MAKES NO WARRANTY,EXPRESS OR IMPLIED, AS TO RESULTS TO BEOBTAINED FROM THE USE OF THE S&P 500 INDEXOR S&P 500 DIVIDEND ARISTOCRATS INDEX.STANDARD & POOR’S MAKES NO EXPRESS ORIMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMSALL WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE OR USE WITHRESPECT TO THE S&P 500 INDEX, S&P 500 DIVIDENDARISTOCRATS INDEX OR ANY DATA INCLUDEDTHEREIN. WITHOUT LIMITING ANY OF THEFOREGOING, IN NO EVENT SHALL STANDARD &POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL,PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OFTHE POSSIBILITY OF SUCH DAMAGES.

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio. You should understandthese risks before you invest. If the value of thesecurities falls, the value of your Units will also fall. Wecannot guarantee that your Portfolio will achieve itsobjective or that your investment return will be positiveover any period.

Market Risk. Market risk is the risk that the valueof the securities in your Portfolio will fluctuate. Thiscould cause the value of your Units to fall below youroriginal purchase price. Market value fluctuates inresponse to various factors. These can includechanges in interest rates, inflation, the financialcondition of a security’s issuer, perceptions of theissuer, or ratings on a security of the issuer. Eventhough your Portfol io is supervised, you shouldremember that we do not manage your Portfolio. YourPortfolio will not sell a security solely because themarket value falls as is possible in a managed fund.

Dividend Payment Risk. Dividend payment riskis the risk that an issuer of a security is unwilling or

unable to pay div idends on a secur i ty. Stocksrepresent ownership interests in the issuers and arenot obligations of the issuers. Common stockholdershave a r ight to receive dividends only after thecompany has provided for payment of its creditors,bondholders and preferred stockholders. Commonstocks do not assure dividend payments. Dividendsare paid only when declared by an issuer’s board ofdirectors and the amount of any dividend may varyover time. If dividends received by the Portfolio areinsufficient to cover expenses, redemptions or otherPortfolio costs, it may be necessary for the Portfolioto se l l Secur i t ies to cover such expenses,redemptions or other costs. Any such sales mayresult in capital gains or losses to you. See “Taxation”.

Index Correlation. The Portfolio will consist ofstocks from the Standard & Poor’s 500 DividendAristocrats Index. The Portfolio does not seek toreplicate all of the components of the Index or itscomponent weightings and the stocks in the Portfoliowill not change if the index components, or theirweightings within the index, change. The performance ofthe Portfolio will not correspond with the index for thisreason and because the Portfolio incurs a sales chargeand expenses.

Industry Risks. The Portfolio invests significantly incertain industries. Any negative impact on theseindustries will have a greater impact on the value ofUnits than on a portfolio diversified over severalindustries. You should understand the risks of theseindustries before you invest.

Consumer Discretionary and Consumer StaplesIssuers. The Portfolio invests significantly in companiesthat manufacture or sell various consumer productsand/or services. General risks of these companiesinclude the general state of the economy, intensecompetition and consumer spending trends. A decline inthe economy which results in a reduction of consumers’disposable income can negatively impact spendinghabits. Competitiveness in the retail industry will requirelarge capital outlays for the installation of automatedcheckout equipment to control inventory, track the sale ofitems and gauge the success of sales campaigns.Retailers who sell their products over the Internet have

A-3

A-4

the potential to access more consumers, but will requiresophisticated technology to remain competitive. Changesin demographics and consumer tastes can also affect thedemand for, and the success of, consumer products andservices in the marketplace.

Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United Statesand abroad which may have a negative impact oncertain of the companies represented in the Portfolio oron the tax treatment of your Portfolio or of yourinvestment in the Portfolio. In addition, l it igationregarding any of the issuers of the Securities or of theindustries represented by these issuers may negativelyimpact the share prices of these Securities. No one canpredict what impact any pending or threatened litigationwill have on the share prices of the Securities.

No FDIC Guarantee. An investment in your Portfoliois not a deposit of any bank and is not insured orguaranteed 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 andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 3.95% of the PublicOffering Price per Unit (4.11% of the aggregate offeringprice of the Securities) at the time of purchase.

You pay the initial sales charge at the time you buyUnits. The initial sales charge is the difference between thetotal sales charge percentage (maximum of 3.95% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and the totalfixed dollar creation and development fee. The initial salescharge will be approximately 1.00% of the Public OfferingPrice per Unit depending on the Public Offering Price perUnit. The deferred sales charge is fixed at $0.245 per Unit.Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a business day,

we will charge the payment on the next business day. Ifyou purchase Units after the initial deferred sales chargepayment, you will only pay that portion of the paymentsnot yet collected. If you redeem or sell your Units prior tocollection of the total deferred sales charge, you will payany remaining deferred sales charge upon redemption orsale of your Units. The initial and deferred sales chargesare referred to as the “transactional sales charge.” Thetransactional sales charge does not include the creationand development 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 initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of your Units.Because the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, theactual charges will exceed the percentages shown in the“Fee Table” if the Public Offering Price per Unit falls below$10 and will be less than the percentages shown in the“Fee Table” if the Public Offering Price per Unit exceeds$10. In no event will the maximum total sales chargeexceed 3.95% of the Public Offering Price per Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfol io must charge these amounts per Unitregardless of any decrease in net asset value. However,if the Public Offering Price per Unit falls to the extentthat the maximum sales charge percentage results in adollar amount 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 amountof the initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at thatprice. The initial sales charge credit is paid by theSponsor and is not paid by the Portfolio. The “Fee

A-5

Table” shows the sales charge calculation at a $10Public Offering Price per Unit and the fol lowingexamples illustrate the sales charge at prices below andabove $10. If the Public Offering Price per Unit fell to$6, the maximum sales charge would be $0.2370(3.95% of the Public Offering Price per Unit), whichconsists of an initial sales charge of -$0.0580, adeferred sales charge of $0.245 and a creation anddevelopment fee of $0.05. If the Public Offering Priceper Unit rose to $14, the maximum sales charge wouldbe $0.5530 (3.95% of the Public Offering Price perUnit), consisting of an initial sales charge of $0.2580, adeferred sales charge of $0.245 and the creation anddevelopment fee of $0.05.

The actual sales charge that may be paid by aninvestor may differ slightly from the sales chargesshown herein due to rounding that occurs in thecalculation 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 Sponsoroffers a variety of ways for you to reduce the salescharge that you pay. It is your financial professional’sresponsibility to alert the Sponsor of any discount whenyou purchase Units. Before you purchase Units youmust also inform your financial professional of yourqualification for any discount or of any combinedpurchases to be eligible for a reduced sales charge. Youmay not combine discounts. Since the deferred salescharges and creation and development fee are fixeddollar amounts per Unit, your Portfolio must chargethese amounts per Unit regardless of any discounts.However, if you are eligible to receive a discount suchthat your total sales charge is less than the fixed dollaramounts of the deferred sales charges and creation anddevelopment fee, you will receive a credit equal to thedifference between your total sales charge and thesefixed 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 Units in the amounts shown in the tablebelow during the initial offering period, the sales chargewill be as follows:

TransactionAmount Sales Charge______________ ______________

Less than $50,000 . . . . . . . . . . . . . . . . . . . 3.95%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 3.70$100,000 - $249,999 . . . . . . . . . . . . . . . . 3.45$250,000 - $499,999 . . . . . . . . . . . . . . . . 3.10$500,000 - $999,999 . . . . . . . . . . . . . . . . 2.95$1,000,000 or more . . . . . . . . . . . . . . . . . 2.45

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. The breakpoints will be adjusted to takeinto consideration purchase orders stated in dollarswhich cannot be completely fulf i l led due to therequirement that only whole Units will be issued.

For purposes of achieving these levels you maycombine purchases of Units of the Portfolio offered inthis prospectus with purchases of units of any other VanKampen-sponsored unit investment trust in the initialoffering period which are not already subject to areduced sales charge. In addition, Units purchased inthe name of your spouse or children under 21 living inthe same household as you will be deemed to beadditional purchases by you for the purposes ofcalculating the applicable quantity discount level. Thereduced sales charge levels will also be applicable to atrustee or other fiduciary purchasing Units for a singletrust, estate (including multiple trusts created under asingle estate) or fiduciary account. To be eligible foraggregation as described in this paragraph, al lpurchases must be made on the same day through asingle broker-dealer or selling agent. You must informyour broker-dealer of any combined purchases beforeyour purchase to be eligible for a reduced sales charge.

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financial plannersand registered broker-dealers who in each case eithercharge periodic fees for brokerage services, financial

A-6

planning, investment advisory or asset managementservices, or provide such services in connection with theestablishment of an investment account for which acomprehensive “wrap fee” charge (“Wrap Fee”) isimposed (“Fee Accounts”). If Units of the Portfolio arepurchased for a Fee Account and the Portfolio is subjectto a Wrap Fee (i.e., the Portfolio is “Wrap Fee Eligible”),then the purchase will not be subject to the transactionalsales charge but will be subject to the creation anddevelopment fee that is retained by the Sponsor. Pleaserefer to the section called “Fee Accounts” for additionalinformation on these purchases. The Sponsor reservesthe right to limit or deny purchases of Units described inthis paragraph by investors or selling firms whosefrequent trading activity is determined to be detrimentalto the Portfolio.

Rollovers and Exchanges. During the initial offeringperiod of the Portfolio, unitholders of any Van Kampen-sponsored unit investment trusts and unitholders ofunaffiliated unit investment trusts may utilize theirredemption or termination proceeds from such a trust topurchase Units of the Portfolio offered in this prospectusat the Public Offering Price per Unit less 1.00%. In orderto be eligible for the sales charge discounts applicable toUnit purchases made with redemption or terminationproceeds from other unit investment trusts, thetermination or redemption proceeds used to purchaseUnits of the Portfolio must be derived from a transactionthat occurred within 30 days of your Unit purchase. Inaddition, the discounts will only be available for investorsthat utilize the same broker-dealer (or a different broker-dealer with appropriate notification) for both the Unitpurchase and the transaction resulting in the receipt ofthe termination or redemption proceeds used for theUnit purchase. You may be required to provideappropriate documentation 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 Van

Kampen 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.

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales charges and creation and developmentfee are fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of thisdiscount. If you elect to reinvest distributions, theSponsor will credit you with additional Units with a dollarvalue sufficient to cover the amount of any remainingdeferred sales charge and creation and developmentfee that will be collected on such Units at the time ofreinvestment. The dollar value of these Units willfluctuate over time.

Unit Price. The Public Offering Price of Units will varyfrom the amounts stated under “Essential Information” inaccordance with fluctuations in the prices of theunderlying Securities in the Portfolio. The initial price ofthe Securities upon deposit by the Sponsor wasdetermined by the Trustee. The Trustee will generallydetermine the value of the Securities as of the EvaluationTime on each business day and will adjust the PublicOffering Price of Units accordingly. The Evaluation Time isthe close of the New York Stock Exchange on eachbusiness day. The term “business day”, as used hereinand under “Rights of Unitholders--Redemption of Units”,means any day on which the New York Stock Exchangeis open for regular trading. The Public Offering Price perUnit will be effective for all orders received prior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and ordersreceived by authorized financial professionals prior to theEvaluation 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 the

A-7

Evaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the timedesignated by the Sponsor, are priced based on the dateof the next determined Public Offering Price per Unitprovided they are received timely by the Sponsor on suchdate. It is the responsibility of authorized financialprofessionals to transmit orders received by them to theSponsor so they will be received in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When amarket pr ice is not readi ly avai lable, includingcircumstances under which the Trustee determinesthat a security’s market price is not accurate, aport fo l io secur i ty is valued at i ts fa i r value, asdetermined under procedures established by theTrustee or an independent pricing service used by theTrustee. In these cases, the Portfolio’s net asset valuewill reflect certain portfolio securities’ fair value ratherthan their market price. With respect to securities thatare primarily listed on foreign exchanges, the value ofthe portfolio securities may change on days when youwill not be able to purchase or sell Units. The value ofany foreign securities is based on the applicablecurrency exchange rate as of the Evaluation Time. TheSponsor will provide price dissemination and oversightservices to the Portfolio.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. Thesecosts include the costs of preparing documents relatingto the Portfolio (such as the registration statement,prospectus, trust agreement and legal documents),federal and state registration fees, the initial fees andexpenses of the Trustee and the initial audit. YourPortfolio will sell securities to reimburse us for thesecosts at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will declinewhen the Portfolio pays these costs.

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 . . . . . . . . . . . . . . . . . . . 3.15%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 2.90$100,000 - $249,999 . . . . . . . . . . . . . . . . . 2.65$250,000 - $499,999 . . . . . . . . . . . . . . . . 2.35$500,000 - $999,999 . . . . . . . . . . . . . . . . 2.25$1,000,000 or more . . . . . . . . . . . . . . . . . 1.80_______________

* The breakpoints will be adjusted to take into consideration purchaseorders stated in dollars which cannot be completely fulfilled due tothe requirement that only whole Units will be issued.

For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units, this regularconcession or agency commission will amount to 2.15%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

“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.

A-8

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 of 0.10%of the Public Offering Price per Unit of all Units soldduring a Quarterly Period. This additional compensationwill be paid to Preferred Distributors as an additionalbroker-dealer concession at the time Units are purchasedunless the Preferred Distributor notifies the Sponsor thatit elects to receive a separate payment following eachapplicable Quarterly Period. The “Preferred Distributors”include (1) the following firms and their affiliates: EdwardD. Jones & Co., L.P., Merrill Lynch, Pierce, Fenner &Smith Incorporated, Morgan Stanley Smith Barney LLC,UBS Financial Services Inc. and Wells Fargo Advisorsand (2) any selling firm that has achieved aggregate salesof Van Kampen unit investment trusts of either $30 millionin the three-month period preceding the related QuarterlyPeriod or $100 million in the twelve-month periodpreceding the related Quarterly Period. PreferredDistributors will not receive this additional compensationon the sale of Units which are not subject to thetransactional sales charge, however, such sales will beincluded in determining whether a firm has met the saleslevels described in the preceding sentence for purposesof qualifying as a Preferred Distributor. Secondary marketsales of Units are excluded for purposes of this PreferredDistributor compensation.

Except as provided in this section, any salescharge discount provided to investors will be borneby the selling broker-dealer or agent as indicated

under “General” above. For all secondary markett ransact ions the tota l concession or agencycommission will amount to 80% of the sales charge.Notwithstanding anything to the contrary herein, in nocase shall the total of any concessions, agencycommissions and any addit ional compensational lowed or paid to any broker, dealer or otherdistributor of Units with respect to any individualtransaction exceed the total sales charge applicableto such transaction. The Sponsor reserves the right toreject, in whole or in part, any order for the purchaseof Units and to change the amount of the concessionor agency commission to dealers and others fromtime 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 wil lreceive the total sales charge applicable to eachtransact ion. Except as prov ided under “Uni tDistribution,” any sales charge discount provided toinvestors will be borne by the selling dealer or agent.In addition, the Sponsor will realize a profit or loss asa result of the difference between the price paid forthe Securities by the Sponsor and the cost of theSecurit ies to the Portfol io on the Init ial Date ofDeposit as well as on subsequent deposits. See“Notes to Portfolio”. The Sponsor has not participatedas sole underwriter or as manager or as a member of

A-9

the underwriting syndicates or as an agent in aprivate placement for any of the Securities. TheSponsor may realize profit or loss as a result of thepossible fluctuations in the market value of Units heldby the Sponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between theprice at which Units are purchased and the price atwhich Units are resold (which price includes theapplicable sales charge) or from a redemption ofrepurchased Units at a price above or below thepurchase price. Cash, if any, made available to theSponsor prior to the date of sett lement for thepurchase of Units may be used in the Sponsor’sbusiness and may be deemed to be a benefit to theSponsor, subject to the limitations of the SecuritiesExchange 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 todo so, the Sponsor may maintain a market for Unitsand to purchase Units at the secondary marketrepurchase price (which is described under “Right ofUnitholders--Redemption of Units”). The Sponsor maydiscont inue purchases of Units or discont inuepurchases at this price at any time. In the event that asecondary market is not maintained, a Unitholder willbe able to dispose of Units by tendering them to theTrustee for redemption at the Redemption Price. See“Rights of Uni tholders--Redempt ion of Uni ts”.Unitholders should contact their broker to determinethe best price for Units in the secondary market. Unitssold prior to the time the entire deferred sales chargehas been collected will be assessed the amount ofany remaining deferred sales charge at the time ofsale. The Trustee will notify the Sponsor of any Unitstendered for redemption. If the Sponsor’s bid in thesecondary market equals or exceeds the Redemption

Price per Unit, it may purchase the Units not laterthan the day on which Units would have beenredeemed by the Trustee. The Sponsor may sellrepurchased Units at the secondary market PublicOffering 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--ReducingYour Sales Charge” section for specific information onthis and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the r ight to l imit or denypurchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to the Portfolio. To

A-10

purchase Units in these Fee Accounts, your financialprofessional must purchase Units designated with oneof the Wrap Fee CUSIP numbers set forth under“Essential Information,” either Wrap Fee Cash for cashdistributions or Wrap Fee Reinvest for the reinvestmentof distributions in additional Units, if available. See“Rights of Unitholders--Reinvestment Option.”

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net ofexpenses, and any net proceeds from the sale ofSecurities received by the Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”. Inaddition, the Portfolio will generally make requireddistributions at the end of each year because it isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive a finaldistribution of income when the Portfolio terminates. Aperson becomes a Unitholder of record on the date ofsettlement (generally three business days after Units areordered). Unitholders may elect to receive distributions incash or to have distributions reinvested into additionalUnits. See “Rights of Unitholders--Reinvestment Option”.

Dividends and interest received by the Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition of any Securities after a Record Date andprior to the following Distribution Date will be held inthe Capital Account and not distributed until the nextDistribution Date. Any distribution to Unitholdersconsists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts asof the related 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 the Portfolio may receive is

based on the most recent ordinary quarterly dividendsdeclared by an issuer, the most recent interim and finaldividends declared for certain foreign issuers, orscheduled income payments (in all cases accounting forany applicable foreign withholding taxes). In certain cases,estimated net annual income may also be based uponseveral recently declared dividends of an issuer. However,common stocks do not assure dividend payments andtherefore the amount of future dividend income to yourPortfolio is uncertain. The actual net annual distributionsmay decrease over time because a portion of theSecurities included in the Portfolio will be sold to pay forthe organization costs, deferred sales charge and creationand development fee. Securities may also be sold to payregular fees and expenses during the Portfolio’s life.Dividend and income conventions for certain companiesand/or certain countries differ from those typically used inthe United States and in certain instances,dividends/income paid or declared over several years orother periods may be used to estimate annualdistributions. The actual net annual income distributionsyou receive will vary from the estimated amount due tochanges in the Portfolio’s fees and expenses, in actualincome received by the Portfolio, currency fluctuationsand with changes in the Portfolio such as the acquisition,call, maturity or sale of Securities. Due to these andvarious other factors, actual income received by thePortfolio will most likely differ from the most recentdividends or scheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestmentof distr ibut ions are set forth under “Essent ia lInformat ion”. Brokers and dealers can use theDividend Reinvestment Service through DepositoryTrust Company (“DTC”) or purchase a Reinvest (orWrap Fee Reinvest in the case of Wrap Fee EligibleUnits held in Fee Accounts) CUSIP, if available. Toparticipate in this reinvestment option, a Unitholdermust file with the Trustee a written notice of election,together with any other documentation that the Trustee

A-11

may then require, at least five days prior to the relatedRecord Date. A Unitholder’s election will apply to allUnits owned by the Unitholder and will remain in effectuntil changed by the Unitholder. The reinvestmentoption is not offered during the 30 days prior totermination. If Units are unavailable for reinvestment orthis reinvestment option is no longer avai lable,distributions will be paid in cash. Distributions will betaxable to Unitholders if paid in cash or automaticallyreinvested in additional Units. See “Taxation”.

A participant may elect to terminate his or herreinvestment plan and receive future distributions incash by notifying the Trustee in writing no later than fivedays before a Distribution Date. The Sponsor shall havethe right to suspend or terminate this reinvestment planat any time. The reinvestment plan is subject toavailability or limitation by each broker-dealer or sellingfirm. Broker-dealers may suspend or terminate theoffering of a reinvestment plan at any time. Pleasecontact your financial professional for additionalinformation.

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 TrustDivision, 111 Sanders Creek Parkway, East Syracuse,New York 13057, on any day the New York StockExchange is open. No redemption fee will be chargedby the Sponsor or the Trustee, but you are responsiblefor applicable governmental charges, if any. Unitsredeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending arequest for redemption to your bank or broker-dealerthrough which you hold your Units. No later than theseventh day following the tender, the Unitholder will beentitled to receive in cash an amount for each Unit equalto the Redemption Price per Unit next computed on thedate of tender. The “date of tender” is deemed to be thedate on which Units are received by the Trustee, exceptthat with respect to Units received by the Trustee afterthe Evaluation 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 professionals

after 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 by theTrustee on such date. It is the responsibility of authorizedfinancial professionals to transmit redemption requestsreceived by them to the Trustee so they will be receivedin a timely manner. Certain broker-dealers or selling firmsmay charge an order handling fee for processingredemption requests. Units redeemed directly throughthe Trustee are not subject to such fees.

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by your broker-dealeror selling agent) for redemption may request an in kinddistribution of Securities equal to the Redemption Priceper Unit on the date of tender. Unitholders may notrequest an in kind distribution within thirty days of thePortfolio’s termination. The Portfolio generally will notoffer in kind distributions of portfolio securities that areheld in foreign markets. An in kind distribution will bemade by the Trustee through the distribution of each ofthe Securities in book-entry form to the account of theUnitholder’s broker-dealer at DTC. Amounts representingfractional shares will be distributed in cash. The Trusteemay adjust the number of shares of any Securityincluded in a Unitholder’s in kind distribution to facilitatethe distribution of whole shares. The in kind distributionoption may be modified or discontinued at any timewithout notice. Notwithstanding the foregoing, if theUnitholder requesting an in kind distribution is theSponsor or an affiliated person of the Portfolio, theTrustee may make an in kind distribution to suchUnitholder provided that no one with a pecuniaryincentive to influence the in kind distribution mayinfluence selection of the distributed securities, thedistribution must consist of a pro rata distribution of allportfolio securities (with limited exceptions) and the inkind distribution may not favor such affiliated person tothe detriment of any other Unitholder.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securit ies areredeemed in kind or sold, the size of the Portfolio willbe, and the diversity of the Portfolio may be, reduced.

A-12

Sales may be required at a time when Securities wouldnot otherwise be sold and may result in lower pricesthan might otherwise be realized. The price receivedupon redemption may be more or less than the amountpaid by the Unitholder depending on the value of theSecurities at the time of redemption. Special federalincome tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.

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 onthe basis of (i) the cash on hand in the Portfolio, (ii) thevalue of the Secur i t ies in the Port fo l io and (iii) dividends or other income distributions receivableon the Securities in the Portfolio trading ex-dividend asof the date of computat ion, less (a) amountsrepresenting taxes or other governmental chargespayable out of the Portfolio, (b) the accrued expensesof the Portfolio (including costs associated withliquidating securities after the end of the initial offeringperiod) and (c) any unpaid deferred sales chargepayments. During the init ial offering period, theredemption pr ice and the secondary marketrepurchase price are not reduced by estimatedorganization costs or the creation and developmentfee. For these purposes, the Trustee will determine thevalue of the Securities as described under “PublicOffering--Unit Price”.

The right of redemption may be suspended andpayment postponed for any period during which theNew York Stock Exchange is closed, other than forcustomary weekend and holiday closings, or anyperiod during which the Securities and ExchangeCommission (“SEC”) determines that trading on thatExchange is restricted or an emergency exists, as aresult of which disposal or evaluation of the Securitiesis not reasonably practicable, or for other periods asthe 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 for

exchanges. 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.

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 dividends) will be invested in anew trust series at the public offering price for the newtrust. The Trustee will attempt to sell Securities to satisfythe 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 the

A-13

Mandatory Termination Date. Cash which has not beenreinvested in a Rollover will be distributed to Unitholdersshortly after the Mandatory Termination Date. Rolloverparticipants may receive taxable dividends 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 DTC. Units aretransferable by contacting your bank or broker-dealerthrough which you hold your Units. Transfer, and therequirements therefore, wil l be governed by theapplicable procedures of DTC and your agreement withthe DTC participant in whose name your Units areregistered 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 has

declined 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 apublic tender offer has been made for a Security or amerger or acquisition has been announced affecting aSecurity, the Trustee may either sell the Security oraccept an offer if the Supervisor determines that thesale or exchange is in the best interest of Unitholders.The Trustee will distribute any cash proceeds toUnitholders. In addition, the Trustee may sell Securitiesto redeem Units or pay Portfolio expenses or deferredsales charges. If securities or property are acquired bythe Portfolio, the Sponsor may direct the Trustee tosell the securities or property and distribute theproceeds to Unitholders or to accept the securities orproperty for deposit in the Portfolio. Should anycontract for the purchase of any of the Securities fail,the Sponsor will (unless substantially all of the moneysheld in the Portfol io to cover the purchase arereinvested in substitute Securities in accordance withthe Trust Agreement) refund the cash and salescharge attr ibutable to the fai led contract to al lUnitholders on or before the next Distribution Date.

The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is thedirect result of serious adverse credit factors which, inthe opinion of the Sponsor, would make retention ofthe Securities detrimental to your Portfolio. In such acase, the Sponsor may, but is not obligated to, directthe reinvestment of sale proceeds in any othersecurities that meet the criteria for inclusion in yourPortfolio on the Initial Date of Deposit. The Sponsormay also instruct the Trustee to take action necessaryto ensure that your Portfolio continues to satisfy thequalifications of a regulated investment company andto avoid imposition of tax on undistributed income ofthe 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 thePortfolio, it may be necessary for the Supervisor tospecify minimum amounts (generally 100 shares) inwhich blocks of Securities are to be sold. In effectingpurchases and sales of portfolio securities, the Sponsor

A-14

may direct that orders be placed with and brokeragecommissions be paid to brokers, including brokerswhich may be affiliated with the Portfolio, the Sponsoror dealers participating in the offering 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 priceon the sale date on the exchange where the Securitiesare principally traded, as certified by the Sponsor.

Amendment of the Trust Agreement. TheTrustee and the Sponsor may amend the TrustAgreement without the consent of Unitholders tocorrect any provision which may be defective or tomake other provisions that will not materially adverselyaffect Unitholders (as determined in good faith by theSponsor and the Trustee). The Trust Agreement maynot be amended to increase the number of Units orpermit acquisit ion of securit ies in addition to orsubstitution for the Securities (except as provided in theTrust Agreement). The Trustee will notify Unitholders ofany amendment.

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, the Sponsorwill refund to each purchaser of Units the entire salescharge paid by such purchaser. Unitholders will benotified of any termination. The Trustee may begin to sellSecurities in connection with the Portfolio termination

nine business days before, and no later than, theMandatory Termination Date. Approximately forty-fivedays before this date, the Trustee will notify Unitholdersof the termination and provide a form enabling qualifiedUnitholders of the Portfolio to elect an in kind distributionof Securities, provided that Unitholders may not requestan in kind distribution of Securities within thirty days ofthe Portfolio’s termination. Any in kind distribution ofSecurities will be made in the manner and subject to therestrictions described under “Rights of Unitholders--Redemption of Units”, provided that, in connection withan in kind distribution election more than 30 days priorto termination, Unitholders tendering 1,000 or moreUnits of the Portfolio (or such higher amount as may berequired by your broker-dealer or selling agent) mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders will receive a final cash distribution within areasonable time after the Mandatory Termination Date.All distributions will be net of Portfolio expenses andcosts. Unitholders will receive a final distributionstatement following termination. The InformationSupplement contains further information regardingtermination of the Portfolio. See “Additional Information”.

Limitations on Liabilities. The Sponsor, Supervisorand Trustee are under no liability for taking any action orfor refraining from taking any action in good faith pursuantto the Trust Agreement, or for errors in judgment, but shallbe liable only for their own willful misfeasance, bad faith orgross negligence (negligence in the case of the Trustee) inthe performance of their duties or by reason of theirreckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation or lossincurred by reason of the sale by the Trustee of any of theSecurities. In the event of the failure of the Sponsor to actunder the Trust Agreement, the Trustee may actthereunder and is not liable for any action taken by it ingood faith under the Trust Agreement. The Trustee is notliable for any taxes or other governmental chargesimposed on the Securities, on it as Trustee under the TrustAgreement or on the Portfolio which the Trustee may berequired to pay under any present or future law of theUnited States of America or of any other taxing authorityhaving jurisdiction. In addition, the Trust Agreement

A-15

contains other customary provisions limiting the liability ofthe Trustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinations bythe Trustee shall be made in good faith upon the basis ofthe best information available to it.

Sponsor. Van Kampen Funds Inc. is the Sponsorof your Portfolio. The Sponsor is a wholly ownedsubsidiary of Van Kampen Investments Inc. (“VanKampen Investments”). Van Kampen Investments is adivers i f ied asset management company thatadministers more than three million retail investoraccounts and has extensive capabilities for managinginstitutional portfolios. Van Kampen Investments is anindirect wholly owned subsidiary of Invesco Ltd.(“Invesco”), a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional andhigh net worth clients around the globe. On June 1,2010, Invesco completed the previously announcedacquisition of the retail asset management business,including Van Kampen Investments, from MorganStanley & Co. Incorporated. The Sponsor’s principaloffice is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of June 30, 2010, the totalstockholders’ equity of Van Kampen Funds Inc. was$62,918,885 (unaudited). The current assets undermanagement and supervision by Invesco and itsaffiliates were valued at approximately $616 billion asof December 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. The Information Supplement containsadditional information about the Sponsor.

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 reasonable

and 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. 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 2 Hanson 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’sabi 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 ofthe Portfolio as of the date of this prospectus. Tax lawsand interpretations change frequently, and thesesummaries do not describe all of the tax consequencesto al l taxpayers. For example, these summariesgenerally do not describe your situation if you are acorporation, a non-U.S. person, a broker/dealer, a tax-exempt entity, or other investor with specialcircumstances. In addition, this section does notdescribe your state, local or foreign tax consequences.

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.

A-16

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

Portfolio Status. Your Portfolio intends to electand to qualify annually as a “regulated investmentcompany” under the federal tax laws. If your Portfolioqualifies as a regulated investment company anddistributes its income as required by the tax law, thePortfolio generally will not pay federal income taxes.

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive atax statement that separates your Portfol io’sdistributions into two categories, ordinary incomedistributions and capital gains dividends. Ordinaryincome distributions are generally taxed at yourordinary tax rate, however, as further discussed below,certain ordinary income distributions received from yourPortfolio may be taxed at the capital gains tax rates fortaxable years beginning before January 1, 2013.Certain ordinary income dividends on Units that areattributable to qualifying dividends received by yourPortfolio from certain corporations may be reported bythe Portfolio as being eligible for the dividends receiveddeduction for corporate Unitholders provided certainholding period requirements are met. Generally, you willtreat all capital gains dividends as long-term capitalgains regardless of how long you have owned yourUnits. In addition, your Portfolio may make distributionsthat represent a return of capital for tax purposes andthus will generally not be taxable to you. The tax statusof your distributions from your Portfolio is not affectedby whether you reinvest your distributions in additionalUnits or receive them in cash. The income from yourPortfolio that you must take into account for federalincome tax purposes is not reduced by amounts usedto pay a deferred sales charge, if any. The tax lawsmay require you to treat distributions made to you inJanuary as if you had received them on December 31of the previous year.

Sale or Redemption of Units. If you sell or redeemyour Units, you will generally recognize a taxable gain orloss. To determine the amount of this gain or loss, youmust subtract your adjusted tax basis in your Units fromthe amount you receive in the transaction. Your initial tax

basis in your Units is generally equal to the cost of yourUnits, generally including sales charges. In some cases,however, you may have to adjust your tax basis after youpurchase your Units.

Capital Gains and Losses and Certain OrdinaryIncome Dividends. If you are an individual, themaximum marginal federal tax rate for net capital gainunder current law is generally 15% (zero for certaintaxpayers in the 10% and 15% tax brackets). Thesecapital gains rates are generally effective for taxable yearsbeginning before January 1, 2013. For later periods, as ofthe date of this prospectus, the maximum marginalfederal tax rate for net capital gains for individuals isscheduled to be 20% (10% for certain taxpayers in the10% and 15% tax brackets). If the gain is earned onproperty with a holding period of more than five years thelong-term capital gain rate of 20% currently is scheduledto be reduced to 18% and the 10% rate reduced to 8%.

Net capital gain equals net long-term capital gainminus net short-term capital loss for the taxable year.Capital gain or loss is long-term if the holding period forthe asset is more than one year and is short-term if theholding period for the asset is one year or less. Youmust exclude the date you purchase your Units todetermine your holding period. However, if you receive acapital gain dividend from your Portfolio and sell yourUnits at a loss after holding it for six months or less, theloss will be recharacterized as long-term capital loss tothe extent of the capital gain dividend received. The taxrates for capital gains realized from assets held for oneyear or less are generally the same as for ordinaryincome. The Internal Revenue Code of 1986, asamended, treats certain capital gains as ordinaryincome 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(as discussed 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 years

A-17

beginning before January 1, 2013. 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.

In Kind Distributions. Under certain circumstances,as described in this prospectus, you may receive an inkind distribution of Portfolio securities when you redeemyour Units. In general, this distribution will be treated as asale for federal income tax purposes and you willrecognize gain or loss, based on the value at that time ofthe securities and the amount of cash received. TheInternal Revenue Service could however assert that aloss could not be currently deducted.

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it is considered a sale for federal income taxpurposes and any gain on the sale will be treated as acapital gain, and, in general, any loss will be treated asa capital loss. However, any loss realized on a sale orexchange will be disallowed to the extent that Unitsdisposed of are replaced ( including throughreinvestment of dividends) 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 stock orsecurities. In such a case, the basis of the Unitsacquired will be adjusted 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 paidto you and reported as taxable income to you. However,if the Units of your Portfolio are held by fewer than 500Unitholders at any time during a taxable year, yourPortfolio will generally not be able to deduct certainexpenses from income, thus resulting in your reportedshare of your Portfolio’s taxable income being increasedby your share of those expenses, even though you donot receive a corresponding cash distribution. In this caseyou may be able to take a deduction for these expenses;however, certain miscellaneous itemized deductions,such as investment expenses, may be deducted by

individuals only to the extent that all of these deductionsexceed 2% of the individual’s adjusted gross income.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or a U.S.corporation, partnership, estate or trust), you should beaware that, generally, subject to applicable tax treaties,distributions from the Portfolio will be characterized asdividends for federal income tax purposes (other thandividends which the Portfolio reports as capital gaindividends) and will be subject to U.S. income taxes,including withholding taxes, subject to certain exceptionsdescribed below. However distributions received by aforeign investor from the Portfolio that are properlyreported by the trust as capital gain dividends may notbe subject to U.S. federal income taxes, includingwithholding taxes, provided that the Portfolio makescertain elections and certain 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.

PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowill generally accrue on a daily basis. Portfolio operatingfees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costsare generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increased

A-18

without approval of the Unitholders by amounts notexceeding proportionate increases under the category“Services Less Rent of Shelter” in the Consumer PriceIndex for All Urban Consumers or, if this category is notpublished, in a comparable category.

Organization Costs. You and the other Unitholderswill bear all or a portion of the organization costs andcharges incurred in connection with the establishment ofyour Portfolio. These costs and charges will include thecost of the preparation, printing and execution of the trustagreement, registration statement and other documentsrelating to your Portfolio, federal and state registration feesand costs, the initial fees and expenses of the Trustee,and legal and auditing expenses. The Public Offering Priceof Units includes the estimated amount of these costs.The Trustee will deduct these expenses from yourPortfolio’s assets at the 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 initialoffering 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 will receivethe fee from your Portfolio set forth in the “Fee Table”(which includes the estimated amount of miscellaneousPortfolio expenses). The Trustee benefits to the extentthere are funds in the Capital and Income Accounts sincethese Accounts are non-interest bearing to Unitholdersand the amounts earned by the Trustee are retained bythe Trustee. Part of the Trustee’s compensation for itsservices to your Portfolio is expected to result from theuse of these funds.

Compensation of Sponsor and Supervisor. TheSponsor and the Supervisor, which is an affiliate of the

Sponsor, will receive the annual fees for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to all VanKampen unit investment trusts in any calendar yearexceed the aggregate cost of providing these services inthat year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a) normal expenses (including the cost of mailing reportsto Unitholders) incurred in connection with the operationof the Portfolio, (b) fees of the Trustee for extraordinaryservices, (c) expenses of the Trustee (including legal andauditing expenses) and of counsel designated by theSponsor, (d) various governmental charges, (e) expensesand costs of any action taken by the Trustee to protectthe Portfolio and the rights and interests of Unitholders, (f) indemnification of the Trustee for any loss, liability orexpenses incurred in the administration of the Portfoliowithout negligence, bad faith or wilful misconduct on itspart, (g) foreign custodial and transaction fees (which mayinclude compensation paid to the Trustee or itssubsidiaries or affiliates), (h) costs associated withliquidating the securities held in the Portfolio, (i) anyoffering costs incurred after the end of the initial offeringperiod and (j) expenditures incurred in contactingUnitholders upon termination of the Portfolio. The Portfoliowill pay a license fee to Standard & Poor’s InvestmentAdvisory Services LLC, for the use of certain trademarksand other property. 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 has actedas counsel to the Trustee.

Independent Registered Public AccountingFirm. The statement of condition and the relatedportfol io included in this prospectus have beenaudited by Grant Thornton LLP, independentregistered public accounting firm, as set forth in their

A-19

report in this prospectus, and are included herein inreliance upon the authority of said firm as experts inaccounting 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.

THIS PAGE INTENTIONALLY LEFT BLANK.

TABLE OF CONTENTS

Title Page

S&P Dividend Sustainability Portfolio .................... 2Notes to Portfolio ................................................. 5Report of Independent Registered

Public Accounting Firm..................................... 6Statement of Condition ....................................... 7The Portfolio....................................................... A-1Objective and Securities Selection ..................... A-2Risk Factors....................................................... A-3Public Offering ................................................... A-4Retirement Accounts ......................................... A-9Fee Accounts .................................................... A-9Rights of Unitholders ......................................... A-10Portfolio Administration ...................................... A-13Taxation ............................................................. A-15Portfolio Operating Expenses ............................. A-17Other Matters .................................................... A-18Additional Information ........................................ A-19

______________When Units of the Portfolio are no longer available this prospectusmay be used as a preliminary prospectus for a future Portfolio. Ifthis prospectus is used for a future Portfolio you should note thefollowing:

The information in this prospectus is not complete with respect tofuture Portfolio series and may be changed. No person may sellUnits of future Portfolios until a registration statement is filed withthe Securities and Exchange Commission and is effective. Thisprospectus is not an offer to sell Units and is not soliciting an offerto buy Units in any state where the offer or sale is not permitted.

U-EMSPRO1103

PROSPECTUS

April 25, 2011

S&P Dividend SustainabilityPortfolio 2011-2

Please retain this prospectus for future reference.

INVESCO

Information Supplement

S&P Dividend Sustainability Portfolio 2011-2

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Sponsor Information . . . . . . . . . . . . . . . . . . . . . 3Trustee Information . . . . . . . . . . . . . . . . . . . . . . 3Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Portfolio Termination . . . . . . . . . . . . . . . . . . . . . 6

INVESCO

2

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 andthe value 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 Unitswill fluctuate with the value of the securities in thePortfolio and may be more or less than the price youoriginally paid for your Units. As with any investment,we cannot guarantee that the performance of thePortfolio will be positive over any period of time.Because the Portfolio is unmanaged, the Trustee willnot sell securities in response to market fluctuations asis common in managed investments.

Dividends. Stocks represent ownership interests ina company and are not obligations of the company.Common stockholders have a right to receive paymentsfrom the company that is subordinate to the rights ofcreditors, bondholders or preferred stockholders of thecompany. This means that common stockholders havea right to receive dividends only if a company’s board ofdirectors declares a dividend and the company hasprovided for payment of all of its creditors, bondholdersand preferred stockholders. If a company issuesadditional debt securities or preferred stock, the ownersof these securit ies wil l have a claim against thecompany’s assets before common stockholders if thecompany declares bankruptcy or liquidates its assetseven though the common stock was issued first. As aresult, the company may be less willing or able todeclare or pay dividends on its common stock.

Consumer Discretionary and ConsumerStaples Issuers. The Portfolio may invest significantly inissuers that manufacture or sell consumer products. The

profitability of these companies will be affected by variousfactors including the general state of the economy andconsumer spending trends. In the past, there have beenmajor changes in the retail environment due to thedeclaration of bankruptcy by some of the majorcorporations involved in the retail industry, particularly thedepartment store segment. The continued viability of theretail industry will depend on the industry’s ability to adaptand to compete in changing economic and socialconditions, to attract and retain capable management,and to finance expansion. Weakness in the banking orreal estate industry, a recessionary economic climate withthe consequent slowdown in employment growth, lessfavorable trends in unemployment or a markeddeceleration in real disposable personal income growthcould result in significant pressure on both consumerwealth and consumer confidence, adversely affectingconsumer spending habits. In addition, competitivenessof the retail industry will require large capital outlays forinvestment in the installation of automated checkoutequipment to control inventory, to track the sale ofindividual items and to gauge the success of salescampaigns. Increasing employee and retiree benefit costsmay also have an adverse effect on the industry. In manysectors of the retail industry, competition may be fiercedue to market saturation, converging consumer tastesand other factors. Because of these factors and therecent increase in trade opportunities with other countries,American retailers are now entering global markets whichentail added risks such as sudden weakening of foreigneconomies, difficulty in adapting to local conditions andconstraints and added research costs.

Liquidity. Whether or not the stocks in the Portfolioare listed on a stock exchange, the stocks may delistfrom the exchange or principal ly trade in anover-the-counter market. As a result, the existence of aliquid trading market could depend on whether dealerswill make a market in the stocks. We cannot guaranteethat dealers will maintain a market or that any marketwill be liquid. The value of the stocks could fall if tradingmarkets are limited or absent.

Additional Units. The Sponsor may create additionalUnits of the Portfolio by depositing into the Portfolioadditional stocks or cash with instructions to purchase

additional stocks. A deposit could result in a dilution ofyour investment and anticipated income because offluctuations in the price of the stocks between the time ofthe deposit and the purchase of the stocks and becausethe Portfolio will pay brokerage or acquisition fees.

Voting. Only the Trustee may sell or vote the stocksin the Portfolio. While you may sell or redeem yourUnits, you may not sell or vote the stocks in yourPortfolio. The Sponsor will instruct the Trustee how tovote the stocks. The Trustee will vote the stocks in thesame general proportion as shares held by othershareholders if the Sponsor fails to provide instructions.

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 adivers i f ied asset management company thatadministers more than three million retail investoraccounts and has extensive capabilities for managinginstitutional portfolios. Van Kampen Investments is anindirect wholly owned subsidiary of Invesco Ltd.(“Invesco”), a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional andhigh net worth clients around the globe. On June 1,2010, Invesco completed the previously announcedacquisition of the retail asset management business,including Van Kampen Investments, from MorganStanley & Co. Incorporated. The Sponsor’s principaloffice is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of June 30, 2010, the totalstockholders’ equity of Van Kampen Funds Inc. was$62,918,885 (unaudited). The current assets undermanagement and supervision by Invesco and itsaffiliates were valued at approximately $616 billion asof December 31, 2010. (This paragraph relates only tothe Sponsor and not to the Portfolio or to any otherSeries thereof. The information is included herein onlyfor the purpose of informing investors as to thefinancial responsibility of the Sponsor and its ability tocarry out its contractual obligations. More detailedfinancial information will be made available by theSponsor 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 of actingor shall become bankrupt or its affairs are taken over bypublic authorities, then the Trustee may (i) appoint asuccessor Sponsor at rates of compensation deemed bythe Trustee to be reasonable and not exceeding amountsprescribed by the Securities and Exchange Commission,(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 principal unitinvestment trust division offices at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217, (800) 856-8487. TheBank of New York Mellon is subject to supervision andexamination by the Superintendent of Banks of theState of New York and the Board of Governors of theFederal Reserve System, and its deposits are insuredby the Federal Deposit Insurance Corporation to theextent 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 numberof Units 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 requiredunder any applicable state or federal statute, rule orregulation. The Trustee is required to keep a certified

3

copy or duplicate original of the Trust Agreement on filein its office available for inspection at all reasonablet imes during the usual business hours by anyUnitholder, together with a current list of the Securitiesheld 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 daysbefore the date specified in such notice when suchresignation is to take effect. The Sponsor uponreceiving notice of such resignation is obligated toappoint a successor trustee promptly. If, upon suchresignation, no successor trustee has been appointedand has accepted 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 writtenacceptance 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 i tsappointment 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 consolidated, or any corporationresulting from any merger or consolidation to which aTrustee shall be a party, shall be the successor trustee.The Trustee must be a banking corporation organizedunder the laws of the United States or any state andhaving at all times an aggregate capital, surplus andundivided profits of not less than $5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Portfolio and

the 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, and has not reached a conclusion with respectto the federal income tax treatment of the assets to beheld 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 investmentcompanies, the Portfolio must, among other things, (a) derive in each taxable year at least 90% of its grossincome from dividends, interest, payments withrespect to securities loans and gains from the sale orother disposit ion of stock, securit ies or foreigncurrencies or other income derived with respect to itsbusiness of investing in such stock, securities orcurrencies, and net income from qualified publiclytraded partnerships; (b) diversify its holdings so that,at the end of each quarter of the taxable year, (i) atleast 50% of the market value of the Portfolio’s assetsis represented by cash and cash items (includingreceivables), U.S. government securities, the securitiesof other regulated investment companies and othersecurities, with such other securities of any one issuergenerally limited for the purposes of this calculation toan amount not greater than 5% of the value of thePortfolio’s total assets and not greater than 10% of theoutstanding voting securities of such issuer, and (ii) not

4

more than 25% of the value of its total assets isinvested in the securities (other than U.S. governmentsecur i t ies or the secur i t ies of other regulatedinvestment companies) of any one issuer, or two ormore issuers which the Portfolio controls (by owning20% or more of the issuer’s outstanding votingsecurities) and which are engaged in the same, similaror related trades or businesses, or the securities ofqualified publicly traded partnerships; and (c) distributeat least 90% of its investment company taxableincome (which includes, among other i tems,dividends, interest and net short-term capital gains inexcess of net long-term capital losses but excludesnet capital gain, if any) and at least 90% of its nettax-exempt interest income, if any, each 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.Your Portfolio intends to distribute to its Unitholders, atleast annually, substantial ly al l of its investmentcompany taxable income and net capital gain. If thePortfolio retains any net capital gain or investmentcompany taxable income, it will generally be subject tofederal income tax at regular corporate rates on theamount retained. In addition, amounts not distributedon a timely 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 98.2% of its capital gains in excess ofits capital losses (adjusted for certain ordinary losses)for the one-year period ending October 31 of thecalendar year, and (3) any ordinary income and capitalgains for previous years that were not distributed ortaxed during those years. To prevent application of theexcise tax, the Portfolio intends to make its distributionsin accordance with the calendar year distributionrequirement. Further, if the Portfolio retains any net

capital 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 federalincome 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 or indirectly10 percent or more of the combined voting power of thestock of a foreign corporation, and all U.S. shareholderscollectively own more than 50 percent of the vote or valueof the stock of such corporation, the foreign corporationmay be treated as a “controlled foreign corporation” (a“CFC”) for U.S. federal income tax purposes. In suchcircumstances, your Portfolio will be required to includecertain types of passive income and certain other types ofincome relating to insurance, sales and services withrelated parties and oil related income in the Portfolio’staxable income whether or not such income is distributed.

If your Portfolio holds an equity interest in any “passiveforeign investment companies” (“PFICs”), which aregenerally certain foreign corporations that receive at least75% of their annual gross income from passive sources(such as interest, dividends, certain rents and royalties orcapital gains) or that hold at least 50% of their assets in

5

investments producing such passive income, thePortfolio could be subject to U.S. federal income tax andadditional interest charges on gains and certaindistributions with respect to those equity interests, even ifall the income or gain is timely distributed to itsUnitholders. Your Portfolio will not be able to passthrough to its Unitholders any credit or deduction forsuch taxes. Your Portfolio may be able to make anelection that could ameliorate these adverse taxconsequences. In this case, your Portfolio wouldrecognize as ordinary income any increase in the value ofsuch PFIC shares, and as ordinary loss any decrease insuch value to the extent it did not exceed prior increasesincluded in income. Under this election, your Portfoliomight be required to recognize in a year income inexcess of its distributions from PFICs and its proceedsfrom dispositions of PFIC stock during that year, andsuch income would nevertheless be subject to thedistribution requirement and would be taken into accountfor purposes of the 4% excise tax (described above).Dividends paid by PFICs will not be treated as qualifieddividend income.

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 redemption bythe Sponsor, so that the net worth of the Portfolio wouldbe 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, the Sponsorwill refund to each purchaser of Units the entire salescharge paid by such purchaser. The Trust Agreement willterminate upon the sale or other disposition of the lastSecurity held thereunder, but in no event will it continuebeyond the Mandatory Termination Date.

Commencing during the period beginning ninebusiness days prior to, and no later than, the Mandatory

Termination Date, Securities will begin to be sold inconnection with the termination of the Portfolio. TheSponsor will determine the manner, timing and executionof the sales of the Securities. The Sponsor shall directthe liquidation of the Securities in such manner as toeffectuate orderly sales and a minimal market impact. Inthe event the Sponsor does not so direct, the Securitiesshall be sold within a reasonable period and in suchmanner as the Trustee, in its sole discretion, shalldetermine. At least 45 days before the MandatoryTermination Date the Trustee will provide written noticeof any termination to all Unitholders of the Portfolio.Unitholders will receive a cash distribution from the saleof the remaining Securities within a reasonable timefollowing the Mandatory Termination Date. The Trusteewill deduct from the funds of the Portfolio any accruedcosts, expenses, advances or indemnities provided bythe Trust Agreement, including estimated compensationof the Trustee, costs of liquidation and any amountsrequired as a reserve to provide for payment of anyapplicable taxes or other governmental charges. Anysale of Securities in the Portfolio upon termination mayresult in a lower amount than might otherwise berealized if such sale were not required at such time. TheTrustee will then distribute to each Unitholder of thePortfolio his pro rata share of the balance of the Incomeand Capital Accounts of the 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 ifoffered, 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.

6