“Stocks for 2015” Portfolio

The unit investment trust named above (the “Portfolio”) is included in Van Kampen Unit Trusts, Series 1180. ThePortfolio seeks long-term capital appreciation. The Portfolio seeks to achieve its objective by investing in a portfolioprimarily consisting of stocks of foreign and domestic companies that have been selected by the Sponsor from alist of stocks published by Morgan Stanley Research in a report titled “50 for 2015”. Of course, we cannotguarantee that the Portfolio will achieve its objective.

December 23, 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 long-term capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofstocks. The Portfolio invests in common stocks ofdomestic and foreign companies that are selected by VanKampen Funds Inc., the Sponsor, from a list of stockspublished by Morgan Stanley Research (“Research”) in areport titled “50 for 2015.” Research developed the list of50 stocks through a bottom-up selection processwhereby equity analysts were invited to submit the namesof companies whose business models and marketpositions are deemed to be attractive for a multi-yearoutlook (2015). Research tried to identify the bestfranchises, not the most oversold stocks. Researchsought the sub-sectors with the right dynamics to createlong-term value, and selected securities in the sub-sectors it believed to have the best multi-year outlook.

In creating the list, Research’s main criterion forselection was sustainability in terms of the followingfactors: competitive position, business model, pricingpower, cost efficiency, and growth. For each company,Research has chosen to show this through the evolutionof Return on Net Operating Assets. For the list, Researchis taking a longer-term view. Research is not assertingthat the stocks are all Buys; there was no prerequisite inthe poll that the stocks be rated Overweight, nor anyspecific assumption about the economic cycle.Research believes its analysts’ strengths lie inunderstanding their industries and what will differentiatewinners from losers as industry value chains evolve. It isthese insights that the report seeks to exploit.

The Sponsor selected the Portfolio from the “50 for2015” report published by Morgan Stanley Researchand includes 44 of the 50 stocks; six stocks were notincluded due to availability and trading restrictions forU.S. investors, as well as holding restrictions on thePortfolio. The Portfolio is global in nature, and consistsof companies from U.S.-based and foreign countries.

You should note that the Securities were selected onthe basis of the criteria set forth above and that thePortfolio may continue to purchase or hold Securities,

notwithstanding the fact that Research may have revisedits opinion with respect to any individual Security basedon the selection process employed by Research whenpreparing the original report or any subsequent report. Inparticular, any subsequent publication of a similar type oflist of stocks or an update of the report “50 for 2015” byResearch will not affect the composition of the Portfolio.

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. Thismay result in a reduction in the value of your Units.

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

• Stocks of foreign companies in thePortfolio present risks beyond those ofU.S. issuers. These risks may include marketand political factors related to the company’sforeign market, international trade conditions,less regulation, smaller or less liquid markets,increased volatility, differing accounting practicesand changes in the value of foreign currencies.

• The Portfolio is concentrated in securitiesissued by companies in the consumerdiscretionary and consumer staplessectors. Negative developments in thesesectors will affect the value of your investmentmore than would be the case in a more diversifiedinvestment.

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

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“Stocks for 2015” Portfolio

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Fee Table

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

As a % ofPublic Amount

Offering Per 100Sales Charge Price Units_________ _________

Initial sales charge 1.000% $10.000Deferred sales charge 3.000 30.000Creation and development fee 0.500 5.000______ ______Maximum sales charge 4.500% $45.000______ ____________ ______

As a % Amountof Net Per 100Assets Units_________ _________

Estimated Organization Costs 0.204% $1.941______ ____________ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.318% $3.034Supervisory, bookkeeping

and administrative fees 0.042 0.400______ ______

Total 0.360% $3.434*______ ____________ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. The amounts are the sameregardless of whether you sell your investment at the end of a period orcontinue to hold your investment. Based on these assumptions, youwould pay the following expenses for every $10,000 you invest in thePortfolio:

1 year $ 5042 years 5383 1/2 years (Life of Portfolio) 593

* 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 4.50% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 4.50% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.300 per Unit andaccrues daily from August 10, 2012 through January 9, 2013. YourPortfolio pays a proportionate amount of this charge on the 10th day ofeach month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee is fixed at$0.05 per Unit and is paid at the earlier of the end of the initial offeringperiod (anticipated to be six months) or six months following the Initial Dateof Deposit.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit December 23, 2011

Mandatory Termination Date June 30, 2015

Estimated Net Annual Income1 $0.15552 per Unit

Estimated Initial Distribution1 $0.07 per Unit

Record Dates 10th day of May, August,November and February

commencing May 10, 2012

Distribution Dates 25th day of May, August,November and February

commencing May 25, 2012

CUSIP Numbers Cash – 92119F804

Reinvest – 92119F812

Wrap Fee Cash – 92119F820

Wrap Fee Reinvest – 92119F838

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.”

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“Stocks for 2015” Portfolio

Portfolio______________________________________________________________________________________________________________Current Cost of

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

Austria - 2.25%219 Lenzing AG $ 81.0178 1.87% $ 17,742.90

Belgium - 4.51%300 Anheuser-Busch InBev N.V. 59.6356 1.31 17,890.67427 UCB S.A. 41.2752 2.32 17,624.50

Bermuda - 2.26%242 RenaissanceRe Holdings, Ltd. 73.6000 1.41 17,811.20

Brazil - 2.25%494 Companhia de Bebidas das Americas

(AmBev) - ADR 35.8600 2.93 17,714.84China - 4.60%

4,000 China Shenhua Energy Company, Ltd. 4.3945 2.52 17,578.1118,000 Want Want China Holdings, Ltd. 1.0372 1.89 18,668.85

France - 4.54%264 Schlumberger, Ltd. 67.9300 1.47 17,933.52103 Unibail-Rodamco S.E. 172.7351 3.00 17,791.71

Germany - 2.26%188 Siemens AG - ADR 94.7400 3.36 17,811.12

Hong Kong - 2.22%10,000 CNOOC, Ltd. 1.7453 3.68 17,453.42

India - 2.33%360 Infosys, Ltd. - ADR 51.0700 1.33 18,385.20

Indonesia - 2.25%565 PT Telekomunikasi Indonesia Tbk - ADR 31.3600 3.84 17,718.40

Ireland - 2.23%3,624 Ryanair Holdings plc 4.8498 0.00 17,575.65

Japan - 6.94%100 Fast Retailing Company, Ltd. 175.1274 1.22 17,512.7410 NTT DoCoMo, Inc. 1,772.6066 3.62 17,726.07

400 Terumo Corporation 48.5766 0.81 19,430.65Luxembourg - 2.25%

747 SES S.A. 23.6922 3.30 17,698.04Norway - 2.28%

1,851 DNB ASA 9.7077 5.89 17,968.89South Africa - 4.57%

7,213 FirstRand, Ltd. 2.5287 3.91 18,239.347,206 Life Healthcare Group Holdings Pte, Ltd. 2.4610 1.44 17,733.87

Spain - 4.51%4,169 Distribuidora Internacional de

Alimentacion S.A. 4.2551 0.00 17,739.63218 Industria de Diseno Textil, S.A. (Inditex) 81.6780 1.90 17,805.81

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“Stocks for 2015” Portfolio

Portfolio (continued)______________________________________________________________________________________________________________Current Cost of

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

Switzerland - 2.25%157 Kuehne + Nagel International AG $ 112.7027 1.69% $ 17,694.33

Taiwan - 2.31%1,406 Taiwan Semiconductor Manufacturing

Company, Ltd. - ADR 12.9100 3.06 18,151.46United Kingdom - 13.66%

614 BHP Billiton plc 29.3354 3.36 18,011.911,343 Experian plc 13.2203 1.96 17,754.91

476 Imperial Tobacco Group plc 37.3027 4.00 17,756.111,033 InterContinental Hotels Group plc 17.3612 2.87 17,934.16

365 Rio Tinto plc 49.4669 2.29 18,055.421,591 Rolls-Royce Holdings plc 11.3387 0.00 18,039.81

United States - 29.53%101 Amazon.com, Inc. 178.9900 0.00 18,077.99277 BorgWarner, Inc. 64.6900 0.00 17,919.13281 Cognizant Technology Solutions

Corporation - CL A 64.2000 0.00 18,040.20190 Colgate-Palmolive Company 92.4100 2.51 17,557.90212 IHS, Inc. - CL A 84.4700 0.00 17,907.64703 Oracle Corporation 25.6900 0.93 18,060.07333 QUALCOMM, Inc. 54.3700 1.58 18,105.21342 Target Corporation 51.3000 2.34 17,544.60376 Teradata Corporation 48.1500 0.00 18,104.40174 Union Pacific Corporation 104.2200 2.30 18,134.28241 United Technologies Corporation 73.5100 2.61 17,715.91138 V.F. Corporation 126.6400 2.27 17,476.32177 Visa, Inc. - CL A 100.5400 0.88 17,795.58__________ ____________

71,230 $ 787,392.47__________ ______________________ ____________

See “Notes to Portfolio”.

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Notes to Portfolio

(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocable letter ofcredit has been deposited with the Trustee. Contracts to acquire Securities were entered into on December 22, 2011and have settlement dates ranging from December 28, 2011 to January 3, 2012 (see “The Portfolio”).

(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of the close of theNew York Stock Exchange on the business day before the Initial Date of Deposit. In accordance with FASB AccountingStandards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures, the Portfolio’s investments areclassified as Level 1, which refers to security prices determined using quoted prices in active markets for identicalsecurities. Other information regarding the Securities, as of that time, is as follows:

ProfitCost to (Loss) ToSponsor Sponsor______________ _____________

$ 787,476 $ (84)

(3) Current Dividend Yield for each Security is based on the estimated annual dividends per share and the Security’s valueas of the most recent close of trading on the New York Stock Exchange on the business day before the Initial Date ofDeposit. Generally, estimated annual dividends per share are calculated by annualizing the most recently declaredregular dividends or by adding the most recent regular interim and final dividends declared and reflect any foreignwithholding taxes. In certain cases, this calculation may consider several recently declared dividends in order for theCurrent Dividend Yield to be more reflective of recent historical dividend rates.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Van Kampen Unit Trusts, Series 1180:

We have audited the accompanying statement of condition including the related portfolio of “Stocks for2015” Portfolio (included in Van Kampen Unit Trusts, Series 1180) as of December 23, 2011. The statementof condition is the responsibility of the Sponsor. Our responsibility is to express an opinion on such statementof 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 December 23, 2011. We believethat our audit of the statement of condition provides a reasonable basis for our opinion.

In our opinion, the statement of condition referred to above presents fairly, in all material respects, thefinancial position of “Stocks for 2015” Portfolio (included in Van Kampen Unit Trusts, Series 1180) as ofDecember 23, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

New York, New YorkDecember 23, 2011

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STATEMENT OF CONDITIONAs of December 23, 2011

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 787,392___________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 787,392______________________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,544Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,861Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,977

Interest of Unitholders--Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 795,350Less: initial sales charge (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,958Less: deferred sales charge, creation and

development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,382___________Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 758,010___________Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 787,392______________________

Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,535______________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.531______________________

(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 six 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.

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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, InvescoInvestment Advisers LLC (formerly Van Kampen AssetManagement), as Supervisor, and The Bank of NewYork Mellon, as Trustee.

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

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for 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 depositing in the Portfolio (i) additional Securities,(ii) contracts to purchase Securities together with cash orirrevocable letters of credit or (iii) cash (or a letter of creditor the equivalent) with instructions to purchase additionalSecurities. As additional Units are issued by the Portfolio,the aggregate value of the Securities will be increasedand the fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into the Portfolio following theInitial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, as nearlyas practicable, the same percentage relationship among

the number of shares of each Security in the Portfoliothat existed immediately prior to the subsequent deposit.Investors may experience a dilution of their investmentsand a reduction 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 the initialoffering of Units it may not be possible to buy a particularSecurity due to trading restrictions or corporate actions.While such limitations are in effect, additional Units wouldbe created by purchasing each of the Securities in yourPortfolio that are not subject to those limitations. Thiswould also result in the dilution of the investment in anysuch Security not purchased and potential variances inanticipated income. Purchases and sales of Securities byyour Portfolio may impact the value of the Securities. Thismay especially be the case during the initial offering ofUnits, upon Portfolio termination and in the course ofsatisfying large Unit redemptions.

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

The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquiredand held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the related

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Income and Capital Accounts. Neither the Sponsor northe Trustee shall be liable in any way for any contractfailure in any of the Securities.

OBJECTIVE AND SECURITIES SELECTION

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

The Sponsor does not manage the Portfolio. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in the Portfolioprior to the Initial Date of Deposit. After this time, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selection criteria,we will generally not remove the Security from thePortfolio. In offering the Units to the public, neither theSponsor nor any broker-dealers are recommending anyof the individual Securities but rather the entire pool ofSecurities in the Portfolio, taken as a whole, which arerepresented by the Units.

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 value ofthe securities in your Portfolio will fluctuate. This couldcause the value of your Units to fall below your originalpurchase price. Market value fluctuates in response tovarious factors. These can include changes in interestrates, inflation, the financial condition of a security’s issuer,perceptions of the issuer, or ratings on a security of theissuer. Even though your Portfolio is supervised, youshould remember that we do not manage your Portfolio.Your Portfolio will not sell a security solely because themarket value falls as is possible in a managed fund.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling or unable

to pay dividends on a security. Stocks representownership interests in the issuers and are notobligations of the issuers. Common stockholders havea right to receive dividends only after the company hasprovided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only whendeclared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsreceived by the Portfolio are insufficient to coverexpenses, redemptions or other Portfolio costs, it maybe necessary for the Portfolio to sell Securities to coversuch expenses, redemptions or other costs. Any suchsales may result in capital gains or losses to you. See“Taxation”.

Foreign Stocks. Because the Portfolio investssignificantly in foreign stocks, the Portfolio involvesadditional risks that differ from an investment indomestic stocks. These risks include the risk of lossesdue to future political and economic developments,international trade conditions, foreign withholding taxesand restrictions on foreign investments or exchange ofsecurities, foreign currency fluctuations or restriction onexchange or repatriation of currencies.

The political, economic and social structures of someforeign countries may be less stable and more volatilethan those in the U.S. Investments in these countriesmay be subject to the risks of internal and externalconflicts, currency devaluations, foreign ownershiplimitations and tax increases. It is possible that agovernment may take over the assets or operations of acompany or impose restrictions on the exchange orexport of currency or other assets. Some countries alsomay have different legal systems that may make itdifficult for the Portfolio to vote proxies, exerciseinvestor rights, and pursue legal remedies with respectto its foreign investments. Diplomatic and politicaldevelopments, including rapid and adverse politicalchanges, social instability, regional conflicts, terrorismand war, could affect the economies, industries, andsecurities and currency markets, and the value of yourPortfolio’s investments, in non-U.S. countries. No onecan predict the impact that these factors could have onyour Portfolio’s securities.

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Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global DepositaryReceipts (“GDRs”), or other similar receipts. ADRs andGDRs represent receipts for foreign common stockdeposited with a custodian (which may include theTrustee). The ADRs in the Portfolio, if any, trade in theU.S. in U.S. dollars and are registered with theSecurities and Exchange Commission (“SEC”). GDRsare receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign orU.S. corporat ion. These instruments may notnecessarily be denominated in the same currency asthe securities into which they may be converted. ADRsand GDRs generally involve the same types of risks asforeign common stock held directly. Some ADRs andGDRs may experience less liquidity than the underlyingcommon stocks traded in their home market. ThePortfolio may invest in sponsored or unsponsoredADRs. Unlike a sponsored ADR where the depositaryhas an exclusive relationship with the foreign issuer, anunsponsored ADR may be created by a depositaryinstitution independently and without the cooperationof the foreign issuer. Consequently, informationconcerning the foreign issuer may be less current orreliable for an unsponsored ADR and the price of anunsponsored ADR may be more volatile than if it was asponsored ADR. Depositaries of unsponsored ADRsare not required to distr ibute shareholdercommunications received from the foreign issuer or topass through voting rights to its holders. The holders ofunsponsored ADRs general ly bear al l the costsassociated with establishing the unsponsored ADR,whereas the foreign issuers typically bear certain costsin a sponsored ADR.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of the factorsstated above may make it impossible to buy or sell themin a timely manner or may adversely affect the valuereceived on a sale of securities. Custody of certain of thesecurities in the Portfolio may be maintained by a globalcustody and clearing institution which has entered into asub-custodian relationship with the Trustee. In addition,round lot trading requirements exist in certain foreign

securities markets. These round lot trading requirementscould cause the proportional composit ion anddiversification of your Portfolio’s securities to vary whenthe Portfolio purchases additional securities or sellssecurities to satisfy expenses or Unit redemptions. Thiscould have a material impact on investmentperformance and portfolio composition. Brokeragecommissions and other fees generally are higher forforeign securit ies. Government supervision andregulation of foreign securities markets, currencymarkets, trading systems and brokers may be less thanin the U.S. The procedures and rules governing foreigntransactions and custody (holding of the Portfolio’sassets) also may involve delays in payment, delivery orrecovery of money or investments.

Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,there may be less information publicly available aboutforeign companies than about most U.S. companies.

Certain foreign securities may be less liquid (harder tosell) and more volatile than many U.S. securities. Thismeans the Portfolio may at times be unable to sell foreignsecurities in a timely manner or at favorable prices.

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

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Securities in terms of U.S. dollars, and therefore thevalue of your Units, will decline if the U.S. dollardecreases in value relative to the value of the currenciesin which the Securities trade.

Industry Risks. Your Portfol io may investsignificantly in certain industries. Any negative impacton the related industry will have a greater impact on thevalue of Units 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 havethe 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 yourPortfolio is not a deposit of any bank and is not insuredor guaranteed by the Federal Deposit InsuranceCorporation or any other government agency.

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 4.50% of the PublicOffering Price per Unit (4.71% 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 betweenthe total sales charge percentage (maximum of 2.95% ofthe Public 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 $0.300 perUnit. Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a businessday, we will charge the payment on the next businessday. If you purchase Units after the initial deferred salescharge payment, you will only pay that portion of thepayments not yet collected. If you redeem or sell yourUnits prior to collection of the total deferred sales charge,you will pay any remaining deferred sales charge uponredemption or sale of your Units. The initial and deferredsales charges are referred to as the “transactional salescharge.” The transactional sales charge does not includethe creation and development fee which compensatesthe Sponsor for creating and developing your Portfolioand is described under “Expenses.” The creation anddevelopment fee is fixed at $0.05 per Unit. Your Portfoliopays the creation and development fee as of the close ofthe initial offering period as described in the “Fee Table.” Ifyou redeem or sell your Units prior to collection of thecreation and development fee, you will not pay thecreation and development fee upon redemption or sale ofyour Units. Because the deferred sales charge andcreation and development fee are fixed dollar amountsper Unit, the actual charges will exceed the percentagesshown in the “Fee Table” if the Public Offering Price per

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Unit falls below $10 and will be less than the percentagesshown in the “Fee Table” if the Public Offering Price perUnit exceeds $10. In no event will the maximum totalsales charge exceed 4.50% of the Public Offering Priceper Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfolio must charge these amounts per Unit regardlessof any decrease in net asset value. However, if the PublicOffering Price per Unit falls to the extent that themaximum sales charge percentage results in a dollaramount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the 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 that price.The initial sales charge credit is paid by the Sponsor andis not paid by the Portfolio. The “Fee Table” shows thesales charge calculation at a $10 Public Offering Priceper Unit and the following examples illustrate the salescharge at prices below and above $10. If the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.2700 (4.50% of the Public OfferingPrice per Unit), which consists of an initial sales charge of-$0.0250, a deferred sales charge of $0.245 and acreation and development fee of $0.05. If the PublicOffering Price per Unit rose to $14, the maximum salescharge would be $0.6300 (4.50% of the Public OfferingPrice per Unit), consisting of an initial sales charge of$0.3350, a deferred sales charge of $0.245 and thecreation and development fee of $0.05.

Following the close of the primary offering period, thesecondary market sales charge will be 4.00% and willnot include the Creation and Development Fee. Oneach anniversary of the Portfolio’s Initial Date of Deposit,the sales charge will reduce by 1.00% to a minimum of2.00%. The actual sales charge that may be paid by aninvestor may differ slightly from the sales chargesshown herein due to rounding that occurs in the

calculation of the Public Offering Price and in thenumber of Units purchased.

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

Reducing Your Sales Charge. The Sponsor offersa variety of ways for you to reduce the sales charge thatyou pay. It is your financial professional’s responsibility toalert the Sponsor of any discount when you purchaseUnits. Before you purchase Units you must also informyour financial professional of your qualification for anydiscount or of any combined purchases to be eligible for areduced sales charge. You may not combine discounts.Since the deferred sales charges and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfolio must charge these amounts per Unit regardlessof any discounts. However, if you are eligible to receive adiscount such that your total sales charge is less than thefixed dollar amounts of the deferred sales charges andcreation and development fee, you will receive a creditequal to the difference between your total sales chargeand these fixed dollar charges at the time you buy Units.

Large Quantity Purchases. You can reduce yoursales charge by increasing the size of your investment.If you purchase 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 . . . . . . . . . . . . . . . . . . . 4.50%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 4.25$100,000 - $249,999 . . . . . . . . . . . . . . . . 4.00$250,000 - $499,999 . . . . . . . . . . . . . . . . 3.75$500,000 - $999,999 . . . . . . . . . . . . . . . . 3.50$1,000,000 or more . . . . . . . . . . . . . . . . . 2.90

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 dollars

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

Rollovers and Exchanges. During the initial offeringperiod of the Portfolio offered in this prospectus,unitholders of any Van Kampen-sponsored unit

investment trusts and unitholders of unaffiliated unitinvestment trusts may util ize their redemption ortermination proceeds from such a trust to purchaseUnits of the Portfolio offered in this prospectus at thePublic Offering Price per Unit less 1.00%. In order to beeligible for the sales charge discounts applicable to Unitpurchases 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 wil l only be available forinvestors that utilize the same broker-dealer (or adifferent broker-dealer with appropriate notification) forboth the Unit purchase and the transaction resulting inthe receipt of the termination or redemption proceedsused for the Unit purchase. You may be required toprovide appropriate documentation or other informationto your broker-dealer to evidence your eligibility forthese reduced sales charge discounts. An exchangedoes not avoid a taxable event on the redemption ortermination of an interest in a trust.

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

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 development

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fee 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 willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in the pricesof the underlying Securities in the Portfolio. The initialprice of the 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 Timeis the 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 theEvaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the timedesignated by the Sponsor, are priced based on thedate of the next determined Public Offering Price perUnit provided they are received timely by the Sponsor onsuch date. 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 a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security isvalued at i ts fa ir value, as determined underprocedures establ ished by the Trustee or anindependent pricing service used by the Trustee. Inthese cases, the Portfolio’s net asset value will reflectcertain portfolio securities’ fair value rather than their

market price. With respect to securities that areprimarily listed on foreign exchanges, the value of theportfolio securities may change on days when you willnot be able to purchase or sell Units. The value of anyforeign securities is based on the applicable currencyexchange rate as of the Evaluation Time. The Sponsorwill provide price dissemination and oversight servicesto the Portfolio.

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 documentsrelating to the Portfolio (such as the registrationstatement, prospectus, trust agreement and legaldocuments), federal and state registration fees, theinitial fees and expenses of the Trustee and the initialaudit. Your Portfolio will sell securities to reimburse usfor these costs at the end of the initial offering period orafter six months, if earlier. The value of your Units willdecline when 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 . . . . . . . . . . . . . . . . . . . . . 3.50%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . . . 3.25$100,000 - $249,999 . . . . . . . . . . . . . . . . . . . 3.00$250,000 - $499,999 . . . . . . . . . . . . . . . . . . 2.80$500,000 - $999,999 . . . . . . . . . . . . . . . . . . 2.60$1,000,000 or more . . . . . . . . . . . . . . . . . . . 2.10_______________

* 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.

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For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units, this regularconcession or agency commission will amount to2.30% 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.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 ofthe Portfolio sold during a Quarterly Period unless thePreferred Distributor notifies the Sponsor that it electsto receive a separate payment following each applicableQuarterly Period. This additional compensation will bepaid to Preferred Distr ibutors as an addit ionalbroker-dealer concession at the t ime Units arepurchased. The “Preferred Distributors” include (1) thefollowing firms and their affiliates: Edward D. Jones &Co., L.P., Merri l l Lynch, Pierce, Fenner & SmithIncorporated, Morgan Stanley Smith Barney LLC, UBSFinancial Services Inc. and Wells Fargo Advisors and (2)any selling firm that has achieved aggregate sales ofVan Kampen unit investment trusts of either $30 millionin the three-month period preceding the relatedQuarterly Period or $100 million in the twelve-monthperiod preceding 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 thesales levels described in the preceding sentence forpurposes of qualifying as a Preferred Distributor.Secondary market sales of Units are excluded forpurposes of this Preferred Distributor compensation.

Except as provided in this section, any sales chargediscount provided to investors will be borne by the sellingbroker-dealer or agent as indicated under “General”above. For all secondary market transactions the totalconcession or agency commission will amount to 65% ofthe sales charge. Notwithstanding anything to thecontrary herein, in no case shall the total of anyconcessions, agency commissions and any additionalcompensation allowed or paid to any broker, dealer orother distributor of Units with respect to any individualtransaction exceed the total sales charge applicable tosuch transaction. The Sponsor reserves the right to reject,in whole or in part, any order for the purchase of Units andto change the amount of the concession or agencycommission to dealers and others from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of the Portfolio and ourother products. This compensation is intended to result

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

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution,” any salescharge discount provided to investors will be borne by theselling dealer or agent. In addition, the Sponsor will realizea profit or loss as a result of the difference between theprice paid for the Securities by the Sponsor and the cost ofthe Securities to the Portfolio on the Initial Date of Depositas well as on subsequent deposits. See “Notes toPortfolio”. The Sponsor has not participated as soleunderwriter or as manager or as a member of theunderwriting syndicates or as an agent in a privateplacement for any of the Securities. The Sponsor mayrealize profit or loss as a result of the possible fluctuationsin the market value of Units held by the Sponsor for sale tothe public. In maintaining a secondary market, the Sponsorwill realize profits or losses in the amount of any differencebetween the price at which Units are purchased and theprice at which Units are resold (which price includes theapplicable sales charge) or from a redemption ofrepurchased Units at a price above or below the purchaseprice. Cash, if any, made available to the Sponsor prior tothe date of settlement for the purchase of Units may beused in the Sponsor’s business and may be deemed to bea benefit to the Sponsor, subject to the limitations of theSecurities Exchange Act of 1934.

The Sponsor or an affiliate may have participated in apublic offering of one or more of the Securities. TheSponsor, an affiliate or their employees may have a longor short position in these Securities or related securities.

An affiliate may act as a specialist or market maker forthese Securities. An officer, director or employee of theSponsor or an affiliate may be an officer or director forissuers of the Securities.

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchase price(which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at this priceat any time. In the event that a secondary market is notmaintained, a Unitholder will be able to dispose of Unitsby tendering them to the Trustee for redemption at theRedemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entiredeferred sales charge has been collected will be assessedthe amount of any remaining deferred sales charge at thetime of sale. The Trustee will notify the Sponsor of anyUnits tendered for redemption. If the Sponsor’s bid in thesecondary market equals or exceeds the RedemptionPrice per Unit, it may purchase the Units not later than theday on which Units would have been redeemed by theTrustee. The Sponsor may sell repurchased Units at thesecondary market Public Offering Price per Unit.

RETIREMENT ACCOUNTS

Units are available for purchase in connection withcertain types of tax-sheltered retirement plans,inc luding Indiv idual Ret i rement Accounts forindividuals, Simplified Employee Pension Plans foremployees, qual i f ied p lans for se l f -employedindividuals, and qualified corporate pension and profitsharing plans for employees. The minimum purchasefor these accounts is reduced to 25 Units but mayvary by selling firm. The purchase of Units may belimited by the plans’ provisions and does not itselfestablish such plans.

FEE ACCOUNTS

As described above, Units may be available forpurchase by investors in Fee Accounts where the

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Portfolio 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. Topurchase 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 of

settlement (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 in theCapital 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 as ofthe 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 isbased 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 certaincases, estimated net annual income may also be basedupon several recently declared dividends of an issuer.However, common stocks do not assure dividendpayments and therefore the amount of future dividendincome to your Portfolio is uncertain. The actual netannual distributions may decrease over time because aportion of the Securities included in the Portfolio will besold to pay for the organization costs, deferred salescharge and creation and development fee. Securitiesmay also be sold to pay regular fees and expensesduring the Portfol io’s l i fe. Dividend and incomeconventions for certain companies and/or certaincountries differ from those typically used in the UnitedStates and in certain instances, dividends/income paidor declared over several years or other periods may beused to estimate annual distributions. The actual net

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annual income distributions you receive will vary fromthe estimated amount due to changes in the Portfolio’sfees and expenses, in actual income received by thePortfolio, currency fluctuations and with changes in thePortfolio such as the acquisition, call, maturity or sale ofSecurities. Due to these and various other factors,actual income received by the Portfolio will most likelydiffer from the most recent dividends or scheduledincome payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additionalUnits without a sales charge (to the extent Units maybe lawfully 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 theTrustee may then require, at least five days prior to therelated Record Date. A Unitholder’s election will applyto all Units owned by the Unitholder and will remain ineffect unt i l changed by the Unitholder. Thereinvestment option is not offered during the 30 daysprior to termination. If Units are unavai lable forreinvestment or this reinvestment option is no longeravai lable, distr ibut ions wi l l be paid in cash.Distributions will be taxable to Unitholders if paid incash or automatically reinvested 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 thanfive days before a Distribution Date. The Sponsor shallhave the r ight to suspend or terminate thereinvestment plan at any time. The reinvestment planis subject to avai labi l i ty or l imitat ion by eachbroker-dealer or selling firm. Broker-dealers maysuspend or terminate the offering of a reinvestment

plan at any t ime. Please contact your f inancialprofessional for additional information.

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 threebusiness days fol lowing satisfactory tender, theUnitholder will be entitled to receive in cash an amountfor each Unit equal to the Redemption Price per Unitnext computed on the date of tender. The “date oftender” is deemed to be the date on which Units arereceived by the Trustee, except that with respect toUnits received by the Trustee after the Evaluation Timeor on a day which is not a Portfolio business day, thedate of tender is deemed to be the next business day.Redemption requests received by the Trustee after theEvaluation Time, and redemption requests received byauthorized financial professionals after the EvaluationTime or redemption requests received by such personsthat are not transmitted to the Trustee until after thetime designated by the Trustee, are priced based on thedate of the next determined redemption price providedthey are received timely by the Trustee on such date. Itis the responsibility of authorized financial professionalsto transmit redemption requests received by them tothe Trustee so they will be received in a timely manner.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securities are sold, thesize of the Portfolio will be, and the diversity of thePortfolio may be, reduced. Sales may be required at atime when Securities would not otherwise be sold andmay result in lower prices than might otherwise be

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realized. The price received upon redemption may bemore or less than the amount paid by the Unitholderdepending on the value of the Securities at the time ofredemption.

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in the Portfolio determined onthe basis of (i) the cash on hand in the Portfolio, (ii) thevalue of the Securities in the Portfolio and (iii) dividendsor other income distr ibutions receivable on theSecurities in the Portfolio trading ex-dividend as of thedate of computation, less (a) amounts representingtaxes or other governmental charges payable out of thePortfolio, (b) the accrued expenses of the Portfolio(including costs associated with liquidating securitiesafter the end of the initial offering period) and (c) anyunpaid deferred sales charge payments. During theinitial offering period, the redemption price and thesecondary market repurchase price are not reduced byestimated organization costs or creation anddevelopment fee. For these purposes, the Trustee willdetermine the value of the Securities as describedunder “Public Offering--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 any periodduring which the SEC determines that trading on thatExchange is restricted or an emergency exists, as aresult of which disposal or evaluation of the Securities isnot reasonably practicable, or for other periods as theSEC may permit.

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

consequences. 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 trustswill offer the same investment strategy or objective asthe current Portfolio. We cannot guarantee that aRol lover wi l l avoid any negat ive market pr iceconsequences resulting from trading large volumes ofsecur i t ies. Market pr ice t rends may make i tadvantageous to sell or buy securities more quickly ormore s lowly than permit ted by the Port fo l ioprocedures. We may, in our sole discretion, modify aRollover or stop creating units of a trust at any timeregardless of whether all proceeds of Unitholdershave been reinvested in a Rollover. If we decide not tooffer a subsequent series, Unitholders will be notifiedprior to the Mandatory Termination Date. Cash whichhas not been re invested in a Rol lover wi l l bedistributed to Unitholders shortly after the MandatoryTermination Date. Rollover participants may receivetaxable dividends or realize taxable capital gains

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which are reinvested in connection with a Rollover butmay not be entitled to a deduction for capital lossesdue to the “wash sa le” tax ru les. 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 Portfolio based on advice from theSupervisor. These situations may include events such asthe issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors exist sothat in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a merger or

acquisition has been announced affecting a Security, theTrustee may either sell the Security or accept an offer ifthe Supervisor determines that the sale or exchange is inthe best interest of Unitholders. The Trustee will distributeany cash proceeds to Unitholders. In addition, theTrustee may sell Securities to redeem Units or payPortfolio expenses or deferred sales charges. If securitiesor property are acquired by the Portfolio, the Sponsormay direct the Trustee to sell the securities or propertyand distribute the proceeds to Unitholders or to acceptthe securities or property for deposit in the Portfolio.Should any contract for the purchase of any of theSecurities fail, the Sponsor will (unless substantially all ofthe moneys held in the Portfolio to cover the purchaseare reinvested in substitute Securities in accordance withthe Trust Agreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is the directresult of serious adverse credit factors which, in theopinion of the Sponsor, would make retention of theSecurities detrimental to the Portfolio. In such a case,the Sponsor may, but is not obligated to, direct thereinvestment of sale proceeds in any other securitiesthat meet the criteria for inclusion in the Portfolio on theInitial Date of Deposit. The Sponsor may also instructthe Trustee to take action necessary to ensure that thePortfolio continues to satisfy the qualifications of aregulated investment company and to avoid impositionof tax on undistributed income of the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for 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 Sponsormay 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, your Portfolio maybe permitted to sell Securities to a new trust when it

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terminates if those Securities are included in the newtrust. The exemption may enable your 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. The Trusteeand the Sponsor may amend the Trust Agreementwithout the consent of Unitholders to correct anyprovision which may be defective or to make otherprovisions that will not materially adversely affectUnitholders (as determined in good faith by the Sponsorand the Trustee). The Trust Agreement may not beamended to increase the number of Units or permitacquisition of securities in addition to or substitution forthe Securities (except as provided in the Trust Agreement).The Trustee will notify Unitholders of any 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 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. Unitholders will benotified of any termination. The Trustee may begin to sellSecurities in connection with the Portfolio terminationnine business days before, and no later than, theMandatory Termination Date. Approximately forty-fivedays before this date, the Trustee will notify Unitholders ofthe termination. Unitholders will receive a final cashdistribution within a reasonable time after the MandatoryTermination Date. All distributions will be net of thePortfolio’s expenses and costs. Unitholders will receive a

final distribution statement following termination. TheInformation Supplement contains further informationregarding termination of the Portfolio. See “AdditionalInformation”.

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

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management business, including Van KampenInvestments, from Morgan Stanley & Co. Incorporated.The Sponsor’s principal office is located at 11 GreenwayPlaza, Houston, Texas 77046-1173. As of June 30,2010, the total stockholders’ equity of Van KampenFunds Inc. was $62,918,885 (unaudited). The currentassets under management and supervision by Invescoand its affiliates were valued at approximately $598.4billion as of September 30, 2011.

The Sponsor and your Portfolio have adopted acode of ethics requiring Invesco’s employees who haveaccess to information on Portfolio transactions toreport personal securities transactions. The purpose ofthe code 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 reasonableand not exceeding amounts prescribed by the SEC, (ii) terminate the Trust Agreement and liquidate thePortfolio as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

Trustee. 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’s

qualifications 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, occasionally withretroactive effect, and these summaries do not describeall of the tax consequences to all taxpayers. Forexample, these summaries generally do not describeyour situation if you are a corporation, a non-U.S.person, a broker/dealer, a tax-exempt entity, or otherinvestor with special circumstances. In addition, thissection does not describe your state, local or foreigntax 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 the Portfolio.

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

Portfolio Status. The Portfolio intends to elect andto qualify annually as a “regulated investment company”under the federal tax laws. If the Portfolio qualifies as aregulated investment company and distributes itsincome as required by the tax law, the Portfoliogenerally will not pay federal income taxes.

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement that separates your Portfolio’s distributionsinto two categories, ordinary income distributions andcapital gains dividends. Ordinary income distributionsare generally taxed at your ordinary tax rate, however,as further discussed below, certain ordinary incomedistributions received from the Portfolio may be taxed atthe capital gains tax rates for taxable years beginningbefore January 1, 2013. Certain ordinary income

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dividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be reported by the Portfolio as beingeligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Generally, you will treat all capitalgains dividends as long-term capital gains regardless ofhow long you have owned your Units. In addition, thePortfolio may make distributions that represent a returnof capital for tax purposes and thus will generally not betaxable to you. The tax status of your distributions fromyour Portfolio is not affected by whether you reinvestyour distributions in additional Units or receive them incash. The income from your Portfolio that you musttake into account for federal income tax purposes is notreduced by amounts used to pay a deferred salescharge, if any. The tax laws may require you to treatdistributions made to you in January as if you hadreceived them on December 31 of the previous year.

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

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as the 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 yearsbeginning 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.

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it is considered a sale for federal incometax purposes and any gain on the sale will be treatedas a capital gain, and, in general, any loss will betreated as a capital loss. However, any loss realizedon a sale or exchange will be disallowed to the extentthat Units disposed of are replaced (including throughreinvestment of dividends) within a period of 61 daysbeginning 30 days before and ending 30 days afterd isposi t ion of Uni ts or to the extent that theUnitholder, during such period, acquires or enters intoan opt ion or contract to acquire, substant ia l lyidentical stock or securities. In such a case, the basisof the Units acquired will be adjusted to reflect thedisallowed loss.

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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 the 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 byindividuals 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 increasedwithout 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 thetrust agreement, registration statement and otherdocuments relating to your Portfolio, federal and stateregistration fees and costs, the initial fees and expensesof the Trustee, and legal and auditing expenses. ThePublic Offering Price of Units includes the estimatedamount of these costs. The Trustee will deduct theseexpenses from your Portfolio’s assets at the end of theinitial offering period.

Creation and Development Fee. The Sponsorwill receive 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 acharge of $0.05 per Unit. The Trustee will deduct thisamount from your Portfolio’s assets as of the close ofthe initial offering period. No portion of this fee is appliedto the payment of distr ibution expenses or ascompensation for sales efforts. This fee will not be

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deducted from proceeds received upon a repurchase,redemption or exchange of Units before the close of theinitial 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 theSponsor, 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 servicesin that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a) normal expenses (including the cost of mailingreports to Unitholders) incurred in connection with theoperation of the Portfolio, (b) fees of the Trustee forextraordinary services, (c) expenses of the Trustee(including legal and auditing expenses) and of counseldesignated by the Sponsor, (d) various governmentalcharges, (e) expenses and costs of any action taken bythe Trustee to protect the Portfolio and the rights andinterests of Unitholders, (f) indemnification of the Trusteefor any loss, l iabil ity or expenses incurred in theadministration of the Portfolio without negligence, badfaith or wilful misconduct on its part, (g) foreign custodialand transaction fees (which may include compensationpaid to the Trustee or its subsidiaries or affiliates),(h) costs associated with liquidating the securities heldin the Portfolio, (i) any offering costs incurred after theend of the initial offering period and (j) expendituresincurred in contacting Unitholders upon termination of

the Portfolio. The Portfolio may pay the expenses ofupdating its registration statement each year.

OTHER MATTERS

Legal Opinions. The legality of the Units offeredhereby has been passed upon by Paul Hastings LLP.Dorsey & Whitney LLP has acted as counsel to theTrustee.

Independent Registered Public AccountingFirm. The statement of condition and the relatedportfolio included in this prospectus have been auditedby Grant Thornton LLP, independent registered publicaccounting firm, as set forth in their report in thisprospectus, and are included herein in reliance upon theauthority of said firm as experts in accounting andauditing.

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 has beenfiled with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolio. Information about your Portfolio(including the Information Supplement) can be reviewedand copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling 1-202-551-8090.Reports and other information about your Portfolio areavailable on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this informationmay be obtained, after paying a duplication fee, byelectronic request at the following e-mail address:publicinfo@sec.gov or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

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TABLE OF CONTENTS

Title Page

“Stocks for 2015” Portfolio................................. 2Notes to Portfolio............................................... 6Report of Independent Registered

Public Accounting Firm .................................. 7Statement of Condition ..................................... 8The Portfolio ...................................................... A-1Objective and Securities Selection ..................... A-2Risk Factors....................................................... A-2Public 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-18

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

The information in this prospectus is not complete with respectto future Portfolio series and may be changed. No person maysell Units of future Portfolios until a registration statement is filedwith the Securities and Exchange Commission and is effective.This prospectus is not an offer to sell Units and is not solicitingan offer to buy Units in any state where the offer or sale is notpermitted.

U-EMSPRO1180

PROSPECTUS

December 23, 2011

“Stocks for 2015” Portfolio

Please retain this prospectus for future reference.

INVESCO

Information Supplement

“Stocks for 2015” Portfolio

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 . . . . . . . . . . . . . . . . . . . . . . 4Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Portfolio Termination . . . . . . . . . . . . . . . . . . . . . 7

INVESCO

2

RISK FACTORSPrice Volatility. Because the Portfolio invests in

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

Foreign Stocks. Because your Portfolio invests inforeign stocks, the Portfolio involves additional risks thatdiffer from an investment in domestic stocks.

Investments in foreign securities may involve a greaterdegree of risk than those in domestic securities. Thereis generally less publicly available information aboutforeign companies in the form of reports and ratingssimilar to those that are published about issuers in theUnited States. Also, foreign issuers are generally notsubject to uniform accounting, auditing and financialreporting requirements comparable to those applicableto United States issuers. With respect to certain foreigncountries, there is the possibility of adverse changes ininvestment or exchange control regulat ions,expropriation, nationalization or confiscatory taxation,limitations on the removal of funds or other assets ofthe Portfolio, political or social instability, or diplomaticdevelopments which could affect United Statesinvestments in those countries. Moreover, industrialforeign economies may differ favorably or unfavorablyfrom the United States’ economy in terms of growth ofgross national product, rate of inf lat ion, capitalreinvestment, resource self-sufficiency and balance ofpayments position. Foreign securities markets aregenerally not as developed or efficient as those in theUnited States. While growing in volume, they usuallyhave substantially less volume than the New York StockExchange, and securities of some foreign issuers areless l iquid and more volat i le than securit ies ofcomparable United States issuers. Fixed commissionson foreign exchanges are general ly higher thannegotiated commissions on United States exchanges.There is generally less government supervision andregulation of securities exchanges, brokers and listedissuers than in the United States.

Foreign Currencies. Your Portfolio also involves therisk that fluctuations in exchange rates between the U.S.dollar and foreign currencies may negatively affect thevalue of the stocks. For example, if a foreign stock rose10% in price but the U.S. dollar gained 5% against therelated foreign currency, a U.S. investor’s return would bereduced to about 5%. This is because the foreigncurrency would “buy” fewer dollars or, conversely, a dollarwould buy more of the foreign currency. Many foreigncurrencies have fluctuated widely against the U.S. dollarfor a variety of reasons such as supply and demand ofthe currency, investor perceptions of world or country

economies, political instability, currency speculation byinstitutional investors, changes in government policies,buying and selling of currencies by central banks ofcountries, trade balances and changes in interest rates. APortfolio’s foreign currency transactions wil l beconducted with foreign exchange dealers acting asprincipals on a spot (i.e., cash) buying basis. Thesedealers realize a profit based on the difference betweenthe price at which they buy the currency (bid price) andthe price at which they sell the currency (offer price). TheTrustee will estimate the currency exchange rates basedon current activity in the related currency exchangemarkets, however, due to the volatility of the markets andother factors, the estimated rates may not be indicativeof the rate the Portfolio might obtain had the Trustee soldthe currency in the market at that time.

Consumer Discretionary and Consumer StaplesIssuers. Your Portfolio may invest significantly inissuers that manufacture or sell consumer products.The profitability of these companies will be affected byvarious factors including the general state of theeconomy and consumer spending trends. In the past,there have been major changes in the retail environmentdue to the declaration of bankruptcy by some of themajor corporations involved in the retail industry,part icularly the department store segment. Thecontinued viability of the retail industry will depend onthe industry’s ability to adapt and to compete inchanging economic and social conditions, to attractand retain capable management, and to financeexpansion. Weakness in the banking or real estateindustry, a recessionary economic climate with theconsequent 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. Changes in demographics and consumertastes can also affect the demand for, and the success

of, consumer products and services in the marketplace.Increasing employee and retiree benefit costs may alsohave an adverse effect on the industry. In many sectorsof the retail industry, competition may be fierce due tomarket saturation, converging consumer tastes andother factors. Because of these factors and the recentincrease in trade opportunities with other countries,American retailers are now entering global marketswhich entail added risks such as sudden weakening offoreign economies, difficulty in adapting to localconditions and constraints 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 purchaseadditional 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 INFORMATION

Van Kampen Funds Inc. is the Sponsor of yourPortfolio. The Sponsor is a wholly owned subsidiary ofVan Kampen Investments Inc. (“Van KampenInvestments”). Van Kampen Investments is a diversifiedasset management company that administers more thanthree million retail investor accounts and has extensivecapabilities for managing institutional portfolios. Van

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Kampen Investments is an indirect wholly ownedsubsidiary of Invesco Ltd. (“Invesco”), a leadingindependent global investment manager that provides awide range of investment strategies and vehicles to itsretail, institutional and high net worth clients around theglobe. On June 1, 2010, Invesco completed thepreviously announced acquisition of the retail assetmanagement business, including Van KampenInvestments, from Morgan Stanley & Co. Incorporated.The Sponsor’s principal office is located at 11 GreenwayPlaza, Houston, Texas 77046-1173. As of June 30, 2010,the total stockholders’ equity of Van Kampen Funds Inc.was $62,918,885 (unaudited). The current assets undermanagement and supervision by Invesco and its affiliateswere valued at approximately $598.4 billion as ofSeptember 30, 2011. (This paragraph relates only to theSponsor and not to the Portfolio or to any other Seriesthereof. The information is included herein only for thepurpose of informing investors as to the financialresponsibility of the Sponsor and its ability to carry out itscontractual obligations. More detailed financial informationwill be made available by the Sponsor upon request).

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

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

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

company organized under the laws of New York. The

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

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of itsresponsibilities created by the Trust Agreement byexecuting an instrument in writing and filing the samewith the Sponsor. The Trustee or successor trusteemust mail a copy of the notice of resignation to allUnitholders then of record, not less than 60 days beforethe date specified in such notice when such resignationis to take effect. The Sponsor upon receiving notice ofsuch resignation is obligated to appoint a successortrustee promptly. I f , upon such resignation, nosuccessor trustee has been appointed and hasaccepted the appointment within 30 days afternotification, the retiring Trustee may apply to a court ofcompetent jurisdiction for the appointment of asuccessor. The Sponsor may remove the Trustee andappoint a successor trustee as provided in the Trust

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Agreement 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 itsappointment as such or when a court of competentjurisdiction appoints a successor trustee.

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

TAXATIONThe prospectus contains a discussion of certain U.S.

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

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

that 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 with respect tosecurities loans and gains from the sale or otherdisposition of stock, securities or foreign currencies orother income derived with respect to its business ofinvesting in such stock, securities or currencies, and netincome from qualified publicly traded partnerships; (b) diversify its holdings so that, at the end of each quarterof the taxable year, (i) at least 50% of the market value ofthe Portfolio’s assets is represented by cash and cashitems (including receivables), U.S. government securities,the securities of other regulated investment companiesand other securities, with such other securities of any oneissuer generally limited for the purposes of this calculationto an 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) notmore than 25% of the value of its total assets is investedin the securities (other than U.S. government securities orthe securities of other regulated investment companies) ofany one issuer, or two or more issuers which the Portfoliocontrols (by owning 20% or more of the issuer’soutstanding voting securities) and which are engaged inthe same, similar or related trades or businesses, or thesecurities of qualified publicly traded partnerships; and (c)distribute at least 90% of its investment company taxableincome (which includes, among other items, dividends,interest and net short-term capital gains in excess of netlong-term capital losses but excludes net capital gain, ifany) and at least 90% of its net tax-exempt interestincome, 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. ThePortfolio intends to distribute to its Unitholders, at least

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annually, substantially all of its investment companytaxable income and net capital gain. If the Portfolioretains any net capital gain or investment companytaxable income, it will generally be subject to federalincome tax at regular corporate rates on the amountretained. In addition, amounts not distributed on atimely basis in accordance with a calendar yeardistribution requirement are subject to a nondeductible4% excise tax unless, generally, the Portfolio distributesduring each calendar year an amount equal to the sumof (1) at least 98% of its ordinary income (not taking intoaccount any capital gains or losses) for the calendaryear, (2) at least 98.2% 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 netcapital gain, the Portfolio may designate the retainedamount as undistributed capital gains in a notice toUnitholders who, if subject to federal income tax onlong-term capital gains (i) will be required to include inincome for federal income tax purposes, as long-termcapital gain, their share of such undistributed amount,and (ii) will be entitled to credit their proportionate shareof the tax paid by the Portfolio against their 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 to

its Unitholders) and all distributions out of earnings andprofits would be taxed to Unitholders as ordinarydividend income.

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

If your Portfolio holds an equity interest in any“passive foreign investment companies” (“PFICs”),which are generally certain foreign corporations thatreceive at least 75% of their annual gross income frompassive sources (such as interest, dividends, certainrents and royalties or capital gains) or that hold at least50% of their assets in investments producing suchpassive income, the Portfolio could be subject to U.S.federal income tax and additional interest charges ongains and certain distributions with respect to thoseequity interests, even if all the income or gain is timelydistributed to its Unitholders. Your Portfolio will not beable to pass through to its Unitholders any credit ordeduction for such taxes. Your Portfolio may be able tomake an election that could ameliorate these adversetax consequences. In this case, your Portfolio wouldrecognize as ordinary income any increase in the valueof such PFIC shares, and as ordinary loss any decreasein such value to the extent it did not exceed priorincreases included in income. Under this election, yourPortfolio might be required to recognize in a yearincome in excess of its distributions from PFICs and itsproceeds from dispositions of PFIC stock during thatyear, and such income would nevertheless be subjectto the distribution requirement and would be taken intoaccount for purposes of the 4% excise tax (describedabove). Dividends paid by PFICs will not be treated asqualified dividend income.

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PORTFOLIO TERMINATIONThe Portfolio may be liquidated at any time by

consent of Unitholders representing 66 2/3% of theUnits of such Portfolio then outstanding or by theTrustee when the value of the Securities owned by thePortfolio, as shown by any evaluation, is less than$500,000 ($3,000,000 if the value of the Portfolio hasexceeded $15,000,000). The Portfolio will be liquidatedby the Trustee in the event that a sufficient number ofUnits of such Portfolio not yet sold are tendered forredemption by the Sponsor, so that the net worth ofsuch Portfolio would be reduced to less than 40% ofthe value of the Securities at the time they weredeposited in such Portfolio. If the Portfolio is liquidatedbecause of the redemption of unsold Units by theSponsor, the Sponsor will refund to each purchaser ofUnits the entire sales charge paid by such purchaser.The Trust Agreement will terminate upon the sale orother disposition of the last Security held thereunder,but in no event will it continue beyond the MandatoryTermination Date.

Commencing during the period beginning ninebusiness days prior to, and no later than, the MandatoryTermination 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. Any

sale 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 such Portfolio.

The Sponsor may, but is not obligated to, offer forsale units of a subsequent series of the Portfoliopursuant to the Rollover Option. There is, however, noassurance that units of any new series of the Portfoliowill be offered for sale at that time, or if offered, thatthere will be sufficient units available for sale to meet therequests 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.

U-EMSSUP1180

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