s&p dividend growth opportunities trust, series 24

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S&P Dividend Growth Opportunities Trust, Series 24 S&P Dividend Growth Opportunities Trust, Series 24 (the “Portfolio”), included in Van Kampen Unit Trusts, Series 1097, is a unit investment trust that seeks dividend growth combined with capital appreciation by investing in a portfolio of the stocks included in the Standard & Poor’s 500 Dividend Aristocrats Index prior to the formation of the Portfolio. Of course, we cannot guarantee that the Portfolio will achieve its objective. April 6, 2011 You should read this prospectus and retain it for future reference. The Securities and Exchange Commission has not approved or disapproved of the Units or passed upon the adequacy or accuracy of this prospectus. Any contrary representation is a criminal offense.

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Page 1: S&P Dividend Growth Opportunities Trust, Series 24

S&P Dividend Growth Opportunities Trust, Series 24

S&P Dividend Growth Opportunities Trust, Series 24 (the “Portfolio”), included in Van Kampen Unit Trusts, Series1097, is a unit investment trust that seeks dividend growth combined with capital appreciation by investing in aportfolio of the stocks included in the Standard & Poor’s 500 Dividend Aristocrats Index prior to the formation of thePortfolio. Of course, we cannot guarantee that the Portfolio will achieve its objective.

April 6, 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

Page 2: S&P Dividend Growth Opportunities Trust, Series 24

Investment Objective. The Portfolio seeks dividend growth combined with capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof the stocks included in the Standard & Poor’s 500Dividend Aristocrats Index as of the close of businesson March 29, 2011. The S&P 500 Dividend AristocratsIndex consists of stocks of those companies in theStandard & Poor’s 500 Index that have increased theiractual dividend payments in each of the last 25 years.Van Kampen Funds Inc. is the Sponsor of thePortfolio.

The S&P 500 Dividend Aristocrats Index is equal-weighted and Standard & Poor’s readjusts theconstituent weightings to equal-weight quarterly.Standard & Poor’s reviews the S&P 500 DividendAristocrats Index constituents once each year inDecember. The index constituents can also changeduring the year for various reasons such as corporateactions or removal from the S&P 500 Index. The numberof stocks in the S&P 500 Dividend Aristocrats Index canvary from time to time depending on the number ofcompanies that have increased their actual dividendpayments. The S&P 500 Index includes a representativesample of 500 leading companies in leading industries ofthe U.S. economy and is generally representative of theU.S. stock market.

Changes in the S&P 500 Dividend Aristocrats Indexwill not result in changes in the Portfolio. The stocks inthe Portfolio will not change if the S&P 500 DividendAristocrats Index components, or their weightingswithin the index, change. However, we may offeradditional portfolios that include the current indexcomponents and weightings.

Hypothetical annual total returns for the S&P 500Dividend Aristocrats Index and actual annual totalreturns for the S&P 500 Index are shown in thefollowing table:

S&P 500 Dividend S&P 500Aristocrats Index Index__________________ _________

1990 1.25% (3.13)%1991 38.32 30.001992 9.89 7.431993 4.09 9.921994 0.69 1.281995 30.46 37.111996 20.69 22.681997 35.27 33.101998 16.62 28.581999 (5.57) 20.892000 6.65 (9.10)2001 10.62 (11.88)2002 (10.07) (22.10)2003 25.20 28.682004 15.27 10.882005 0.40 4.912006 17.10 15.792007 (1.65) 5.492008 (21.75) (37.00)2009 26.36 26.472010 15.62 15.06Through 3/31/11 3.79 5.92

Past performance is no guarantee of future results. Thisis not the past performance of the Portfolio or a previousseries of the Portfolio and does not indicate the futureperformance of the Portfolio. The Portfolio is not intendedto replicate the performance of the S&P 500 DividendAristocrats Index over its life. The actual returns of thePortfolio will vary from the performance of the S&P 500Dividend Aristocrats Index due to sales charges andexpenses and because after the Portfolio’s formation thestocks in the S&P 500 Dividend Aristocrats Index maychange, or their amounts may be adjusted or rebalanced,and these changes will not be reflected in the compositionof the Portfolio. The Portfolio is generally expected toremain the same throughout its life, both in terms ofidentity of stocks and proportionate relationship (in termsof number of shares). The returns of the S&P 500Dividend Aristocrats Index represent the actual changes in

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S&P Dividend Growth Opportunities Trust

Page 3: S&P Dividend Growth Opportunities Trust, Series 24

value of the index plus the dividend return and reflect thehypothetical sales charge and expenses of the Portfolio.The S&P 500 Index returns show the actual changes invalue of the index plus the dividend return for each year.

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

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

• An issuer may be unwilling or unable todeclare dividends in the future, or mayreduce the level of dividends declared.This may result in a reduction in the value ofyour Units.

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

• The Portfolio invests in the stocksincluded in the Standard & Poor’s 500Dividend Aristocrats Index prior to thedate of the Portfolio’s formation and thestocks in the Portfolio will not change ifthe index components, or theirweightings within the index, change. Theperformance of the Portfol io wi l l notcorrespond with the index for this reason andbecause the Portfolio incurs a sales chargeand expenses. The Portfolio is not intended toreplicate the performance of the index.

• The Portfolio is concentrated in securitiesissued by companies in the consumerstaples sector. Negative developments inthis sector wi l l affect the value of yourinvestment more than would be the case in amore diversified investment.

• 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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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_________ _________

Maximum sales charge 3.800% $38.000______ ____________ ______

As a % Amountof Net Per 100Assets Units_________ _________

Estimated Organization Costs 0.304% $2.920______ ____________ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.321% $3.082Supervisory, bookkeeping

and administrative fees 0.042 0.400______ ______

Total 0.363% $3.482*______ ____________ ______

Example

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

1 year $ 4443 years 5165 1/4 years (Life of Portfolio) 604

* 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 trust does notreach that estimated size, the amount of the estimated annual expensesper 100 units may exceed the amounts reflected. On the business dayfollowing the end of the initial offering period, the Sponsor and/or theSupervisor will waive their respective fees, and/or the Sponsor willreimburse the Portfolio operating expenses, in an amount so that the totalestimated annual expenses calculated on that date do not exceed$3.500 per 100 units. However, subsequent to that date the value of thePortfolio as well as the number of outstanding units may decline, and/orthe actual amount of the operating expenses may exceed the estimatedamounts, any of which could result in the actual amount of the totalannual expenses exceeding $3.500 per 100 units.

The maximum sales charge is 3.80% of the Public Offering Priceper Unit (equivalent to 3.950% of the aggregate value of Securities perUnit). A reduced sales charge applies to certain transactions. See“Public Offering--Reducing Your Sales Charge”.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit April 6, 2011

Mandatory Termination Date July 6, 2016

Estimated Net Annual Income1 $0.21774 per Unit

Record Dates 10th day of March, June,September and December

Distribution Dates 25th day of March, June,September and December

CUSIP Number Cash – 92121L781

Reinvest – 92121L799

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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S&P Dividend Growth Opportunities Trust, Series 24

Portfolio____________________________________________________________________________________________________________Current Cost of

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

Consumer Discretionary - 21.44%66 Family Dollar Stores, Inc. $ 51.940 1.39% $ 3,428.04

144 Leggett & Platt, Inc. 23.670 4.56 3,408.48128 Lowe’s Companies, Inc. 26.780 1.64 3,427.8445 McDonald’s Corporation 76.600 3.19 3,447.0087 McGraw-Hill Companies, Inc. 39.180 2.55 3,408.6640 Sherwin-Williams Company 85.190 1.71 3,407.6045 Stanley Black & Decker, Inc. 75.410 2.17 3,393.4568 Target Corporation 50.740 1.97 3,450.3235 V.F. Corporation 99.060 2.54 3,467.10

Consumer Staples - 26.21%93 Archer-Daniels-Midland Company 37.020 1.73 3,442.8650 Brown-Forman Corporation - CL B 68.750 1.86 3,437.5049 Clorox Company 69.690 3.16 3,414.8151 Coca-Cola Company 67.470 2.79 3,440.97

122 Hormel Foods Corporation 28.010 1.82 3,417.2252 Kimberly-Clark Corporation 65.380 4.28 3,399.7672 McCormick & Company, Inc. 47.710 2.35 3,435.1252 PepsiCo, Inc. 65.580 2.93 3,410.1656 Procter & Gamble Company 61.670 3.13 3,453.5283 Walgreen Company 41.110 1.70 3,412.1365 Wal-Mart Stores, Inc. 52.740 2.77 3,428.10

Energy - 2.38%40 Exxon Mobil Corporation 85.420 2.06 3,416.80

Financials - 7.13%63 Aflac, Inc. 54.370 2.21 3,425.3155 Chubb Corporation 61.800 2.52 3,399.00

103 Cincinnati Financial Corporation 33.210 4.82 3,420.63Health Care - 9.55%

68 Abbott Laboratories 49.990 3.84 3,399.3243 Becton, Dickinson and Company 80.390 2.04 3,456.7734 C. R. Bard, Inc. 100.140 0.72 3,404.7658 Johnson & Johnson 59.800 3.61 3,468.40

Industrials - 14.31%37 3M Company 93.390 2.36 3,455.43

113 Cintas Corporation 30.360 1.61 3,430.6852 Dover Corporation 66.580 1.65 3,462.1658 Emerson Electric Company 58.940 2.34 3,418.52

133 Pitney Bowes, Inc. 25.660 5.77 3,412.7824 W.W. Grainger, Inc. 141.520 1.53 3,396.48

Information Technology - 2.38%66 Automatic Data Processing, Inc. 51.790 2.78 3,418.14

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S&P Dividend Growth Opportunities Trust, Series 24

Portfolio (continued)____________________________________________________________________________________________________________Current Cost of

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

Materials - 11.86%37 Air Products and Chemicals, Inc. $ 92.220 2.52% $ 3,412.14

103 Bemis Company, Inc. 33.120 2.90 3,411.3666 Ecolab, Inc. 52.010 1.35 3,432.6635 PPG Industries, Inc. 96.350 2.28 3,372.2552 Sigma-Aldrich Corporation 65.760 1.09 3,419.52

Telecommunications - 2.37%85 CenturyLink, Inc. 40.140 7.22 3,411.90

Utilities - 2.37%67 Consolidated Edison, Inc. 50.940 4.71 3,412.98__________ ____________

2,795 $ 143,788.63__________ ______________________ ____________

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 April 5, 2011 and havea settlement date of April 8, 2011 (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 the Initial Date of Deposit, is as follows:

ProfitCost to (Loss) ToSponsor Sponsor______________ _____________

$ 143,872 $ (83)

“+” indicates that the stock was issued by a foreign company.

(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 1097:

We have audited the accompanying statement of condition including the related portfolio of S&P DividendGrowth Opportunities Trust, Series 24 (included in Van Kampen Unit Trusts, Series 1097) as of April 6, 2011.The statement of condition is the responsibility of the Sponsor. Our responsibility is to express an opinion onsuch statement of condition based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the statement of condition is free of material misstatement. The trust is not requiredto have, nor were we engaged to perform an audit of its internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting as a basis for designing audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the trust’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in thestatement of condition, assessing the accounting principles used and significant estimates made by theSponsor, as well as evaluating the overall statement of condition presentation. Our procedures includedconfirmation with The Bank of New York Mellon, Trustee, of cash or an irrevocable letter of credit depositedfor the purchase of Securities as shown in the statement of condition as of April 6, 2011. We believe that ouraudit of the statement of condition provides a reasonable basis for our opinion.

In our opinion, the statement of condition referred to above presents fairly, in all material respects, thefinancial position of S&P Dividend Growth Opportunities Trust, Series 24 (included in Van Kampen Unit Trusts,Series 1097) as of April 6, 2011, in conformity with accounting principles generally accepted in the UnitedStates of America.

/s/ GRANT THORNTON LLP

New York, New YorkApril 6, 2011

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STATEMENT OF CONDITIONAs of April 6, 2011

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,789___________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,789______________________

LIABILITY AND INTEREST OF UNITHOLDERSLiability--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 436Interest of Unitholders--

Cost to investors (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,470Less: sales charge and organization costs (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,117___________

Net interest to Unitholders (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143,353___________Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,789______________________

Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,947______________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.591______________________

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

(3) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.

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

The Portfolio offers investors the opportunity topurchase Units representing proportionate interests in aportfolio of equity securities. The Portfolio may be anappropriate medium for investors who desire topart icipate in a portfol io of stocks with greaterdiversification than they might be able to acquireindividually.

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 subsequentdeposit. Investors may experience a dilution of theirinvestments and a reduction in their anticipated incomebecause of fluctuations in the prices of the Securitiesbetween the time of the deposit and the purchase of theSecurities and because the Portfolio will pay theassociated brokerage or acquisition fees. In addition,during the initial offering of Units it may not be possibleto buy a particular Security due to trading restrictions orcorporate actions. While such limitations are in effect,additional Units would be created by purchasing each ofthe Securities in your Portfolio that are not subject tothose limitations. This would also result in the dilution ofthe investment in any such Security not purchased andpotential variances in anticipated income. Purchasesand sales of Securities by your Portfolio may impact thevalue of the Securities. This may especially be the caseduring the initial offering of Units, upon Portfoliotermination and in the course of satisfying large Unitredemptions.

Each Unit of your Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Initial Date of Deposit,the number of Units may be adjusted so that the PublicOffering Price per Unit equals $10. The number of Units,fractional interest of each Unit in your Portfolio and theestimated distr ibutions per Unit wil l increase ordecrease to the extent of any adjustment. To the extentthat any Units are redeemed by the Trustee or additionalUnits are issued as a result of additional Securitiesbeing deposited by the Sponsor, the fractionalundivided interest in your Portfolio represented by eachunredeemed Unit will increase or decrease accordingly,although the actual interest in your Portfolio will remainunchanged. Units wi l l remain outstanding unti lredeemed upon tender to the Trustee by Unitholders,which may include the Sponsor, or until the terminationof the Trust Agreement.

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

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the Trust Agreement and (c) any cash held in the relatedIncome and Capital Accounts. Neither the Sponsor northe Trustee shall be liable in any way for any contractfailure in any of the Securities.

OBJECTIVE AND SECURITIES SELECTION

The Portfolio seeks dividend growth combined withcapital appreciation by investing in a portfolio of thestocks inc luded in the Standard & Poor’s 500Dividend Aristocrats Index prior to the formation ofthe Portfolio. There is no assurance that the Portfoliowill achieve its objective.

You should note that the selection criteria were appliedto the Securities for inclusion in the Portfolio prior to theInitial Date of Deposit. After the initial selection, 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.

The Sponsor, on behalf of the Portfolio, has enteredinto a license agreement with Standard & Poor’s underwhich the Portfolio is granted a license to use certaintrademarks and trade names, to the extent the Sponsordeems appropriate and desirable under federal andstate securities laws to indicate the source of the indexas a basis for determining the composition of thePortfolio. “Standard & Poor’s”, “S&P 500”, “S&PDividend Aristocrats” and “S&P” are trademarks of theMcGraw-Hill Companies, Inc. and have been licensedfor use by Van Kampen Funds Inc. and the Portfolio.The Portfolio is not sponsored, managed, sold orpromoted by Standard & Poor’s.

RISK FACTORS

All investments involve risk. This section describesthe main risks that can impact the value of the securitiesin your Portfolio. You should understand these risksbefore you invest. If the value of the securities falls, thevalue of your Units will also fall. We cannot guarantee

that your Portfolio will achieve its objective or that yourinvestment return will be positive over 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’sissuer, perceptions of the issuer, or ratings on a securityof the issuer. Even though your Portfolio is supervised,you should remember that we do not manage yourPortfolio. Your Portfolio will not sell a security solelybecause the market value falls as is possible in amanaged fund.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling orunable 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 div idend may vary over t ime. I fdividends received by the Portfolio are insufficient tocover expenses, redemptions or other Portfolio costs,it may be necessary for the Portfolio to sell Securitiesto cover such expenses, redemptions or other costs.Any such sales may result in capital gains or losses toyou. See “Taxation”.

Index Correlation. The Portfolio invests in thestocks included in the Standard & Poor’s 500 DividendAristocrats Index prior to the date of the Portfolio’sformation. The stocks in the Portfolio will not change ifthe index components, or their weightings within theindex, change. The performance of the Portfolio will notcorrespond with the index for this reason and becausethe Portfolio incurs a sales charge and expenses. ThePortfolio is not intended to replicate the performance ofthe index.

Industry Risks. The Portfolio invests significantly incertain industries. Any negative impact on these

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industries will have a greater impact on the value ofUnits than on a portfolio diversif ied 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 declinein the economy which results in a reduction ofconsumers’ disposable income can negatively impactspending habits. Competitiveness in the retail industrywill require large capital outlays for the installation ofautomated checkout equipment to control inventory,track the sale of items and gauge the success of salescampaigns. Retailers who sell their products over theInternet have the potential to access more consumers,but will require sophisticated technology to remaincompetitive. Changes in demographics and consumertastes can also affect the demand for, and the successof, consumer products and services 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 issuers whose Securities are held by thePortfolio. In addition, litigation regarding any of theseissuers or of the industries represented by these issuersmay negatively impact the share prices of theirSecurities, or on the tax treatment of your Portfolio or ofyour investment in the Portfolio. No one can predictwhat impact any pending or threatened litigation willhave on the share prices of the Securities, which mayadversely affect the value of your Units.

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 underlying value of theSecurities, the sales charge, and cash, if any, in the

Income and Capital Accounts. The maximum salescharge assessed to each Unitholder is 3.80% of thePublic Offering Price (3.950% of the aggregate value ofthe Securities). A portion of the Public Offering Priceincludes an amount to pay for all or a portion of thecosts incurred in establishing your Portfolio. These costsinclude the cost of preparing documents relating to thePortfolio (such as the prospectus, trust agreement andclosing documents), federal and state registration fees,the initial fees and expenses of the Trustee and legaland audit expenses.

Beginning on April 6, 2012, the secondary marketsales charge will reduce by 0.5% on each April 6thereafter to a minimum of 2.30%. The actual salescharge that may be paid by an investor may differslightly from the sales charges shown herein due torounding that occurs in the calculation of the PublicOffering Price and in the number of Units purchased.

The minimum purchase is 200 Units but may vary byselling firm.

Reducing Your Sales Charge. The Sponsoroffers a variety of ways for you to reduce the salescharge that you pay. It is your financial professional’sresponsibility to alert the Sponsor of any discount whenyou purchase Units. Before you purchase Units youmust also inform your financial professional of yourqualification for any discount or of any combinedpurchases to be eligible for a reduced sales charge. Youmay not combine discounts.

Large Quantity Purchases. You can reduce yoursales charge by increasing the size of your investment. Ifyou purchase the amount of Units shown in the tablebelow during the initial offering period, the sales chargewill be as follows:

Transaction Amount Sales Charge____________________________ ______________Less than $25,000 . . . . . . . . . . . . . . . . . . . . 3.80%$25,000 - $249,999 . . . . . . . . . . . . . . . . . . 2.80$250,000 - $999,999 . . . . . . . . . . . . . . . . . 2.20$1,000,000 or more . . . . . . . . . . . . . . . . . 1.60

Except as described below, these quantity discountlevels apply only to purchases of the Portfolio made bythe same person on a single day from a single

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broker-dealer. We apply these sales charges as apercent of the Public Offering Price per Unit at the timeof purchase. The breakpoints will be adjusted to takeinto consideration purchase orders stated in dollarswhich cannot be completely fulf i l led due to therequirement that only whole Units will be issued.

For purposes of achieving these levels you maycombine purchases of Units of the Portfolio withpurchases of units of any other Van Kampen-sponsoredunit investment trusts in the initial offering period whichare not already subject to a reduced sales charge. Inaddition, Units purchased in the name of your spouse orchildren under 21 living in the same household as you willbe deemed to be additional purchases by you for thepurposes of calculating the applicable quantity discountlevel. The reduced sales charge levels will also beapplicable to a trustee or other fiduciary purchasing Unitsfor a single trust, estate (including multiple trusts createdunder a single estate) or fiduciary account. To be eligiblefor aggregation as described in this paragraph, allpurchases 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.

Rollovers and Exchanges. During the initial offeringperiod of the Portfolio offered in this prospectus,unitholders of any Van Kampen-sponsored unitinvestment trusts and unitholders of unaffiliated unitinvestment trusts may util ize their redemption ortermination proceeds from such a trust to purchase Unitsof the Portfolio offered in this prospectus at the PublicOffering Price per Unit less 1.00%. In order to be eligiblefor 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 will only be available for investorsthat util ize the same broker-dealer (or a differentbroker-dealer with appropriate notification) for both theUnit purchase and the transaction resulting in the receiptof the termination or redemption proceeds used for theUnit purchase. You may be required to provide

appropriate documentation or other information to yourbroker-dealer to evidence your eligibility for these reducedsales charge discounts. An exchange does not avoid ataxable event on the redemption or termination of aninterest 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.

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 that

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

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

Unit Distribution. Units will be distributed to thepublic by the Sponsor, broker-dealers and others at thePublic Offering 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:

Concession or AgencyTransaction Amount* Commission____________________________ ____________Less than $25,000 . . . . . . . . . . . . . . . . . . . 3.00%$25,000 - $249,999 . . . . . . . . . . . . . . . . . 2.00$250,000 - $999,999 . . . . . . . . . . . . . . . . . 1.40$1,000,000 or more . . . . . . . . . . . . . . . . . 0.80_______________

* The breakpoints will be adjusted to take into considerationpurchase orders stated in dollars which cannot be completelyfulfilled due to the requirement that only whole Units will be issued.

For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units of the Portfolio,the regular concession or agency commission willamount to 2.00% 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 i rms wi l 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 trustsare excluded for purposes of these volume

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concessions. Notwithstanding the foregoing, WellsFargo Advisors will receive the maximum volumeconcession set forth in the table above for all eligibleunit sales. The Sponsor will pay these amounts out ofthe transactional sales charge received on Units withina reasonable time following each Quarterly Period. Fora trust to be eligible for this additional compensationfor Quarterly Period sales, the trust’s prospectus mustinclude disclosure re lated to th is addit ionalcompensation; a trust is not eligible for this additionalcompensation if the prospectus for such trust doesnot include disclosure related to this addit ionalcompensation.

Except as provided in this section, any sales chargediscount provided to investors will be borne by theselling broker-dealer or agent. For all secondary markettransactions the total concession or agencycommission will amount to 65% of the sales charge.Notwithstanding anything to the contrary herein, in nocase shall the total of any concessions, agencycommissions and any additional compensation allowedor paid to any broker, dealer or other distributor of Unitswith respect to any individual transaction exceed thetotal sales charge applicable to such transaction. TheSponsor reserves the right to reject, in whole or in part,any order for the purchase of Units and to change theamount of the concession or agency commission todealers 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 this Portfolio and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolio and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a business

nature. 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” above, anysales charge discount provided to investors will be borneby the selling broker-dealer or agent. In addition, theSponsor will realize a profit or loss as a result of thedifference between the price paid for the Securities bythe Sponsor and the cost of the Securities to thePortfolio on the Initial Date of Deposit as well as onsubsequent deposits. See “Notes to Portfolio”. TheSponsor has not participated as sole underwriter or asmanager or as a member of the underwriting syndicatesor as an agent in a private placement for any of theSecurities. The Sponsor may realize profit or loss as aresult of the possible fluctuations in the market value ofUnits held by the Sponsor for sale to the public. Inmaintaining a secondary market, the Sponsor will realizeprofits or losses in the amount of any difference betweenthe price at which Units are purchased and the price atwhich Units are resold (which price includes theapplicable sales charge) or from a redemption ofrepurchased Units at a price above or below thepurchase price. Cash, if any, made available to theSponsor prior to the date of settlement for the purchaseof Units may be used in the Sponsor’s business andmay be deemed to be a benefit to the Sponsor, subjectto the limitations of the Securities Exchange Act of 1934.

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

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary market

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is not maintained, a Unitholder will be able to dispose ofUnits by tendering them to the Trustee for redemptionat the Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. The Trustee will notify the Sponsorof any Units tendered for redemption. If the Sponsor’sbid in the secondary market equals or exceeds theRedemption Price per Unit, it may purchase the Unitsnot later than the day on which Units would have beenredeemed by the Trustee. The Sponsor may sellrepurchased Units at the secondary market PublicOffering Price per Unit.

RETIREMENT ACCOUNTS

Units are available for purchase in connection withcertain types of tax-sheltered retirement plans, includingIndividual Retirement Accounts for individuals, SimplifiedEmployee Pension Plans for employees, qualified plansfor self-employed individuals, and qualified corporatepension and profit sharing plans for employees. Thepurchase of Units may be l imited by the plans’provisions and does not itself establish such plans.

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”.Unitholders will also receive a final distribution of dividendswhen the Portfolio terminates. In addition, your Portfoliowill generally make required distributions at the end of theyear because it is structured as a "regulated investmentcompany" for federal tax purposes. A person becomes aUnitholder of record on the date of settlement (generallythree business days after Units are ordered). Unitholdersmay elect to receive distributions in cash or to havedistributions reinvested into additional Units. See “Rightsof Unitholders--Reinvestment Option”.

Dividends and interest received by the Portfolio arecredited to the Income Account of the Portfolio. Other

receipts (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 payfees or expenses, will be distributed to Unitholders.Proceeds received from the disposition of any Securitiesafter a Record Date and prior to the fol lowingDistribution Date will be held in the Capital Account andnot distributed until the next Distribution Date. Anydistribution to Unitholders consists of each Unitholder’spro rata share of the available cash in the Income andCapital Accounts as of the related Record Date.

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 certain cases,estimated net annual income may also be based uponseveral recently declared dividends of an issuer. However,common stocks do not assure dividend payments andtherefore the amount of future dividend income to yourPortfolio is uncertain. The actual net annual distributionsmay decrease over time because a portion of theSecurities included in the Portfolio will be sold to pay forthe organization costs and the creation and developmentfee. Securities may also be sold to pay regular fees andexpenses during the Portfolio’s life. Dividend and incomeconventions for certain companies and/or certaincountries differ from those typically used in the UnitedStates and in certain instances, dividends/income paid ordeclared over several years or other periods may be usedto estimate annual distributions. The actual net annualincome distributions you receive will vary from theestimated amount due to changes in the Portfolio’s feesand expenses, in actual income received by the Portfolio,currency fluctuations and with changes in the Portfoliosuch as the acquisition, call, maturity or sale of Securities.Due to these and various other factors, actual incomereceived by the Portfolio will most likely differ from themost recent dividends or scheduled income payments.

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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 in cashby notifying the Trustee in writing no later than five daysbefore a Distribution Date. The Sponsor shall have theright to suspend or terminate the reinvestment plan atany time. The reinvestment plan is subject to availabilityor limitation by each broker-dealer or selling firm.Broker-dealers may suspend or terminate the offering ofa reinvestment plan at any time. Please contact yourfinancial professional 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. Units

redeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending arequest for redemption to your bank or broker-dealerthrough which you hold your Units. No later than theseventh day following the tender, the Unitholder will beentitled to receive in cash an amount for each Unitequal to the Redemption Price per Unit next computedon the date of tender. The “date of tender” is deemed tobe the date on which Units are received by the Trustee,except that with respect to Units received by theTrustee after the Evaluation Time or on a day which isnot a Portfolio business day, the date of tender isdeemed to be the next business day. Redemptionrequests received by the Trustee after the EvaluationTime, and redemption requests received by authorizedfinancial professionals after the Evaluation Time orredemption requests received by such persons that arenot transmitted to the Trustee until after the timedesignated by the Trustee, are priced based on the dateof the next determined redemption price provided theyare received timely by the Trustee on such date. It is theresponsibility of authorized financial professionals totransmit redemption requests received by them to theTrustee so they will be received in a timely manner.

Unitholders tendering 2,500 or more Units of thePortfolio (or such higher amount as may be required byyour broker-dealer or selling agent) for redemption mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionwithin thirty days of the Portfolio’s termination. ThePortfolio generally will not offer in kind distributions ofportfolio securities that are held in foreign markets. Anin kind distribution will be made by the Trustee throughthe distribution of each of the Securities in book-entryform to the account of the Unitholder’s broker-dealer atDTC. Amounts representing fractional shares will bedistributed in cash. The Trustee may adjust the numberof shares of any Security included in a Unitholder’s inkind distribution to facilitate the distribution of wholeshares. The in kind distribution option may be modifiedor discontinued at any t ime without not ice.Notwithstanding the foregoing, if the Unitholderrequesting an in kind distribution is the Sponsor or an

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affiliated person of the Portfolio, the Trustee may makean in kind distribution to such Unitholder provided thatno one with a pecuniary incentive to influence the inkind distr ibution may inf luence selection of thedistributed securities, the distribution must consist of apro rata distribution of all portfolio securities (withlimited exceptions) and the in kind distribution may notfavor such affiliated person to the detriment of anyother Unitholder.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securit ies areredeemed in kind or sold, the size of the Portfolio willbe, and the diversity of the Portfolio may be, reduced.Sales may be required at a time when Securities wouldnot otherwise be sold and may result in lower pricesthan might otherwise be realized. The price receivedupon redemption may be more or less than the amountpaid by the Unitholder depending on the value of theSecurities at the time of redemption. Special federalincome tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in the Portfolio determined on thebasis of (i) the cash on hand in the Portfolio, (ii) the valueof the Securities in the Portfolio and (iii) dividends orother income distributions receivable on the Securities inthe Portfolio trading ex-dividend as of the date ofcomputation, less (a) amounts representing taxes orother governmental charges payable out of the Portfolioand (b) the accrued expenses of the Portfolio (includingcosts associated with liquidating securities after the endof the initial offering period). During the initial offeringperiod, the redemption price and the secondary marketrepurchase price will not be reduced by the estimatedorganizational costs. For these purposes, the Trustee willdetermine the value of the Securities as described under“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 Securities and Exchange Commission(“SEC”) determines that trading on that Exchange is

restricted or an emergency exists, as a result of whichdisposal or evaluation of the Securities is not reasonablypracticable, or for other periods as the SEC may permit.

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

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

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

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

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategy or objective as thecurrent Portfolio. We cannot guarantee that a Rollover

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will avoid any negative market price consequencesresulting from trading large volumes of securities.Market price trends may make it advantageous to sellor buy securities more quickly or more slowly thanpermitted by Portfolio procedures. We may, in our solediscretion, modify a Rollover or stop creating units of atrust at any time regardless of whether all proceeds ofUnitholders have been reinvested in a Rollover. If wedecide not to offer a subsequent series, Unitholders willbe notified prior to the Mandatory Termination Date.Cash which has not been reinvested in a Rollover will bedistributed to Unitholders shortly after the MandatoryTermination Date. Rollover participants may receivetaxable dividends or realize taxable capital gains whichare reinvested in connection with a Rollover but may notbe entitled to a deduction for capital losses due to the“wash sale” tax rules. Due to the reinvestment in asubsequent trust, no cash will be distributed to pay anytaxes. See “Taxation”.

Units. Ownership of Units is evidenced inbook-entry form only and will not be evidenced bycertificates. Units purchased or held through your bankor broker-dealer will be recorded in book-entry form andcredited to the account of your bank or broker-dealer atDTC. Units are transferable by contacting your bank orbroker-dealer through which you hold your Units.Transfer, and the requirements therefore, wil l begoverned by the applicable procedures of DTC andyour agreement with the DTC participant in whosename your Units are registered on the transfer recordsof 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 the Supervisor.These situations may include events such as the issuerhaving defaulted on payment of any of its outstandingobligations or the price of a Security has declined to suchan extent or other credit factors exist so that in the opinionof the Supervisor retention of the Security would bedetrimental to the Portfolio. If a public tender offer hasbeen made for a Security or a merger or acquisition hasbeen announced affecting a Security, the Trustee mayeither sell the Security or accept an offer if the Supervisordetermines that the sale or exchange is in the best interestof Unitholders. The Trustee will distribute any cashproceeds to Unitholders. In addition, the Trustee may sellSecurities to redeem Units or pay Portfolio expenses. Ifsecurities or property are acquired by the Portfolio, theSponsor may direct the Trustee to sell the securities orproperty and distribute the proceeds to Unitholders or toaccept the securities or property for deposit in thePortfolio. Should any contract for the purchase of any ofthe Securities fail, the Sponsor will (unless substantially allof the 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.

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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, the Portfolio may bepermitted to sell Securities to a new trust when itterminates if those Securities are included in the newtrust. The exemption may enable the Portfolio toeliminate commission costs on these transactions. Theprice for those securities will be the closing sale priceon the sale date on the exchange where the Securitiesare principally traded, as certified by the Sponsor.

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

Termination. The Portfolio will terminate on theMandatory Termination Date or upon the sale or otherdisposition of the last Security held in the Portfolio. ThePortfolio may be terminated at any time with consent ofUnitholders representing two-thirds of the outstandingUnits or by the Trustee when the value of the Portfoliois less than $500,000 ($3,000,000 if the value of thePortfolio has exceeded $15,000,000) (the “MinimumTermination Value”). The Portfolio will be liquidated bythe Trustee in the event that a sufficient number ofUnits of the Portfolio not yet sold are tendered forredemption by the Sponsor, so that the net worth ofthe Portfolio would be reduced to less than 40% of thevalue of the Securities at the time they were deposited

in the Portfolio. If the Portfolio is liquidated because ofthe redemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. Unitholderswill be notified of any termination. The Trustee maybegin to sell Securities in connection with a Portfoliotermination nine business days before, and no laterthan, the Mandatory Termination Date. Approximatelyforty-five days before this date, the Trustee will notifyUnitholders of the termination and provide a formenabling qualified Unitholders to elect an in kinddistribution of Securities, provided that Unitholders maynot request an in kind distribution of Securities withinthirty days of the Portfolio’s termination. Any in kinddistribution of Securities will be made in the mannerand subject to the restrictions described under “Rightsof Unitholders--Redemption of Units”, provided that, inconnection with an in kind distribution election morethan 30 days prior to termination, Unitholders tendering1,000 or more Units of the Portfolio (or such higheramount as may be required by your broker-dealer orselling agent) may request an in kind distribution ofSecurities equal to the Redemption Price per Unit onthe date of tender. Unitholders will receive a final cashdistr ibut ion within a reasonable t ime after theMandatory Termination Date. All distributions will be netof Portfolio expenses and costs. Unitholders willreceive a f inal distr ibut ion statement fol lowingtermination. The Information Supplement containsfurther information regarding termination of thePortfolio. See “Additional Information”.

Limitations on Liabilities. The Sponsor, Supervisorand Trustee are under no liability for taking any action orfor refraining from taking any action in good faith pursuantto the Trust Agreement, or for errors in judgment, but shallbe liable only for their own willful misfeasance, bad faith orgross negligence (negligence in the case of the Trustee) inthe performance of their duties or by reason of theirreckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation or lossincurred by reason of the sale by the Trustee of any of theSecurities. In the event of the failure of the Sponsor to actunder the Trust Agreement, the Trustee may actthereunder and is not liable for any action taken by it in

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good 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 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 KampenFunds Inc. was $62,918,885 (unaudited). The currentassets under management and supervision by Invescoand its affiliates were valued at approximately $616billion as of December 31, 2010.

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may ( i ) appoint a successor Sponsor at rates ofcompensation deemed by the Trustee to be 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 2Hanson Place, 12th Floor, Brooklyn, New York 11217,(800) 856-8487. If you have questions regarding youraccount or your Portfolio, please contact the Trustee atits principal unit investment trust division offices or yourfinancial adviser. The Sponsor does not have access toindividual account information. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal ReserveSystem, and its deposits are insured by the FederalDeposit Insurance Corporation to the extent permittedby law. Additional information regarding the Trustee isset forth in the Information Supplement, including theTrustee’s qualifications and duties, its ability to resign,the effect of a merger involving the Trustee and theSponsor’s ability to remove and replace the Trustee.See “Additional Information”.

TAXATION

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

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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, asfurther 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 incomedividends on Units that are attributable to qualifyingdividends received by the Portfol io 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 must takeinto 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. Youmust exclude the date you purchase your Units todetermine your holding period. However, if you receive acapital gain dividend from your Portfolio and sell yourUnits at a loss after holding it for six months or less, theloss will be recharacterized as long-term capital loss tothe extent of the capital gain dividend received. The taxrates for capital gains realized from assets held for oneyear or less are generally the same as for ordinaryincome. The Internal Revenue Code of 1986, asamended treats certain capital gains as ordinary incomein 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 (asdiscussed above), provided certain holding period

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requirements 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.

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

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it is considered a sale for federal income taxpurposes and any gain on the sale will be treated as acapital gain, and, in general, any loss will be treated asa capital loss. However, any loss realized on a sale orexchange will be disallowed to the extent that Unitsdisposed of are replaced ( including throughreinvestment of dividends) within a period of 61 daysbeginning 30 days before and ending 30 days afterdisposition of Units or to the extent that the Unitholder,during such period, acquires or enters into an option orcontract to acquire, substantially identical stock orsecurities. In such a case, the basis of the Unitsacquired will be adjusted to reflect the disallowed loss.

Deductibility of Portfolio Expenses. Generally,expenses incurred by your Portfolio will be deducted fromthe gross income received by your Portfolio and only yourshare of the Portfolio’s net income will be paid to you andreported as taxable income to you. However, if the Unitsof your Portfolio are held by fewer than 500 Unitholdersat any time during a taxable year, your Portfolio willgenerally not be able to deduct certain expenses fromincome, thus resulting in your reported share of thePortfolio’s taxable income being increased by your share

of those expenses, even though you do not receive acorresponding cash distribution. In this case you may beable to take a deduction for these expenses; however,certain miscellaneous itemized deductions, such asinvestment expenses, may be deducted by individualsonly to the extent that all of these deductions exceed 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 aU.S. corporation, partnership, estate or trust), youshould be aware that, generally, subject to applicabletax treaties, distributions from the Portfolio will becharacterized as dividends for federal income taxpurposes (other than dividends which the Portfolioreports as capital gain dividends) and will be subject toU.S. income taxes, including withholding taxes, subjectto certain exceptions described below. Howeverdistributions received by a foreign investor from thePortfolio that are properly reported by the trust ascapital gain dividends may not be subject to U.S.federal income taxes, including withholding taxes,provided that the Portfolio makes certain elections andcertain other conditions are met.

Foreign Tax Credit. If the Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes the Portfoliopaid to other countries. In this case, dividends taxed toyou will include your share of the taxes the Portfoliopaid to other countries. You may be able to deduct orreceive a tax credit for your share of these taxes if thePortfolio meets certain requirements for passingthrough such deductions or credits to you.

Investors should consult their advisors concerningthe federal, state, local and foreign tax consequences ofinvesting in the Portfolio.

PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfolio willgenerally accrue on a daily basis. Portfolio operating feesand expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. Organization costs are generallypaid out of the Capital Account of your Portfolio. It is

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expected that Securities will be sold to pay theseamounts which will result in capital gains or losses toUnitholders. See “Taxation”. These sales will reduce futureincome distributions. The Sponsor’s, Supervisor’s andTrustee’s fees may be increased without approval of theUnitholders by amounts not exceeding proportionateincreases under the category “Services Less Rent ofShelter” in the Consumer Price Index for All UrbanConsumers or, if this category is not published, in acomparable category.

Organization Costs. You and the other Unitholderswill bear all or a portion of the organization costs andcharges incurred in connection with the establishment ofyour Portfolio. These costs and charges will include thecost of the preparation, printing and execution of the trustagreement, registration statement and other documentsrelating to your Portfolio, federal and state registration feesand costs, the initial fees and expenses of the Trustee,and legal and auditing expenses. The Public Offering Priceof Units includes the estimated amount of these costs.The Trustee will deduct these expenses from yourPortfolio’s assets at the end of the initial offering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interestbearing to Unitholders and the amounts earned by theTrustee are retained by the Trustee. Part of theTrustee’s compensation for its services to your Portfoliois expected to result from the use 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 ofthe Portfolio. The Portfolio will pay a license fee toStandard & Poor’s, a division of The McGraw-HillCompanies, Inc. for use of certain trademarks and otherproperty. The Portfolio may pay the expenses ofupdating its registration statement each year.

OTHER MATTERS

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

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

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933

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and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolio. Information about your Portfolio(including the Information Supplement) can be reviewedand copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling 1-202-551-8090.Reports and other information about your Portfolio areavailable on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this informationmay be obtained, after paying a duplication fee, byelectronic request at the following e-mail address:[email protected] or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

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TABLE OF CONTENTS

Title Page

S&P Dividend Growth Opportunities Trust .......... 2Notes to Portfolio ............................................... 7Report of Independent Registered

Public Accounting Firm .................................. 8Statement of Condition ..................................... 9The Portfolio ...................................................... A-1Objective and Securities Selection ..................... A-2Risk Factors....................................................... A-2Public Offering ................................................... A-3Retirement Accounts ......................................... A-7Rights of Unitholders.......................................... A-7Portfolio Administration ...................................... A-10Taxation ............................................................. A-12Portfolio Operating Expenses............................. A-14Other Matters .................................................... A-15Additional Information ........................................ A-15

______________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 a future Portfolioyou 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-EMSPRO1097

PROSPECTUS

April 6, 2011

S&P Dividend Growth Opportunities Trust, Series 24

Please retain this prospectus for future reference.

INVESCO

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Information Supplement

S&P Dividend Growth Opportunities Trust, Series 24

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

Table of ContentsPage

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

INVESCO

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2

RISK FACTORSPrice Volatility. Because the Portfolio invests in

stocks, you should understand the risks of investing instocks before purchasing Units. These risks include therisk that the financial condition of the company or thegeneral condition of the stock market may worsen andthe value of the stocks (and therefore Units) will fall.Stocks are especially susceptible to general stockmarket movements. The value of stocks often rises orfalls rapidly and unpredictably as market confidenceand perceptions of companies change. Theseperceptions are based on factors including expectationsregarding government economic policies, inflation,interest rates, economic expansion or contraction,political climates and economic or banking crises. Thevalue of Units will fluctuate with the value of the stocksin the Portfolio and may be more or less than the priceyou original ly paid for your Units. As with anyinvestment, we cannot guarantee that the performanceof the Portfolio will be positive over any period of time.Because the Portfolio is unmanaged, the Trustee willnot sell stocks in response to market fluctuations as iscommon in managed investments.

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

Consumer Discretionary and ConsumerStaples Issuers. The Portfolio invests significantly inissuers that manufacture or sell consumer products.The profitability of these companies will be affected by

various 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. Increasing employee and retiree benefitcosts may also have an adverse effect on the industry.In many sectors of the retail industry, competition maybe f ierce due to market saturation, convergingconsumer tastes and other factors. Because of thesefactors and the recent increase in trade opportunitieswith other countries, American retailers are nowentering global markets which entail added risks suchas sudden weakening of foreign economies, difficulty inadapting to local conditions and constraints and addedresearch 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 createadditional Units of the Portfolio by depositing into the

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Portfolio additional stocks or cash with instructions topurchase additional stocks. A deposit could result in adilution of your investment and anticipated incomebecause of fluctuations in the price of the stocksbetween the time of the deposit and the purchase ofthe stocks and because the Portfol io wi l l paybrokerage or acquisition fees.

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

SPONSOR INFORMATIONVan Kampen Funds Inc. is the Sponsor of your

Portfolio. The Sponsor is a wholly owned subsidiary ofVan Kampen Investments Inc. (“Van KampenInvestments”) . Van Kampen Investments is adivers i f ied asset management company thatadministers more than three million retail investoraccounts and has extensive capabilities for managinginstitutional portfolios. Van Kampen Investments is anindirect wholly owned subsidiary of Invesco Ltd.(“Invesco”), a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional andhigh net worth clients around the globe. On June 1,2010, Invesco completed the previously announcedacquisition of the retail asset management business,including Van Kampen Investments, from MorganStanley & Co. Incorporated. The Sponsor’s principaloffice is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of June 30, 2010, the totalstockholders’ equity of Van Kampen Funds Inc. was$62,918,885 (unaudited). The current assets undermanagement and supervision by Invesco and itsaffiliates were valued at approximately $616 billion asof December 31, 2010. (This paragraph relates only tothe Sponsor and not to the Portfolio or to any otherSeries thereof. The information is included herein onlyfor the purpose of informing investors as to thefinancial responsibility of the Sponsor and its ability tocarry out its contractual obligations. More detailed

financial information will be made available by theSponsor upon request).

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable 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. TheBank of New York Mellon has its principal unitinvestment trust division offices at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217, (800) 856-8487. TheBank of New York Mellon is subject to supervision andexamination by the Superintendent of Banks of theState of New York and the Board of Governors of theFederal Reserve System, and its deposits are insuredby the Federal Deposit Insurance Corporation to theextent permitted by law.

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

In accordance with the Trust Agreement, the Trusteeshall keep proper books of record and account of alltransactions at its office for the Portfolio. Such recordsshall include the name and address of, and the numberof Units of the Portfolio held by, every Unitholder. Suchbooks and records shall be open to inspection by anyUnitholder at all reasonable times during the usualbusiness hours. The Trustee shall make such annual or

3

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other reports as may from time to time be requiredunder any applicable state or federal statute, rule orregulation. The Trustee is required to keep a certifiedcopy or duplicate original of the Trust Agreement on filein its office available for inspection at all reasonablet imes during the usual business hours by anyUnitholder, together with a current list of the Securitiesheld in the Portfolio.

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of itsresponsibilities created by the Trust Agreement byexecuting an instrument in writing and filing the samewith the Sponsor. The Trustee or successor trusteemust mail a copy of the notice of resignation to allUnitholders then of record, not less than 60 days beforethe date specified in such notice when such resignationis to take effect. The Sponsor upon receiving notice ofsuch resignation is obligated to appoint a successortrustee promptly. I f , upon such resignation, nosuccessor trustee has been appointed and hasaccepted the appointment within 30 days afternotification, the retiring Trustee may apply to a court ofcompetent jurisdiction for the appointment of asuccessor. The Sponsor may remove the Trustee andappoint a successor trustee as provided in the TrustAgreement at any time with or without cause. Notice ofsuch removal and appointment shall be mailed to eachUnitholder by the Sponsor. Upon execution of a 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 consolidated, or any corporationresulting from any merger or consolidation to which aTrustee shall be a party, shall be the successor trustee.The Trustee must be a banking corporation organizedunder the laws of the United States or any state andhaving at all times an aggregate capital, surplus andundivided profits of not less than $5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Portfolio 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.

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.

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

To qualify for the favorable U.S. federal income taxtreatment generally accorded to regulated investmentcompanies, the Portfolio must, among other things, (a)derive in each taxable year at least 90% of its grossincome from dividends, interest, payments with respectto securities loans and gains from the sale or otherdisposition of stock, securities or foreign currencies orother income derived with respect to its business ofinvesting in such stock, securities or currencies, and netincome from qualified publicly traded partnerships; (b)diversify its holdings so that, at the end of each quarterof the taxable year, (i) at least 50% of the market valueof the Portfolio’s assets is represented by cash andcash items (including receivables), U.S. governmentsecurities, the securities of other regulated investmentcompanies and other securities, with such othersecurities of any one issuer generally limited for thepurposes of this calculation to an amount not greaterthan 5% of the value of the Portfolio’s total assets andnot greater than 10% of the outstanding voting

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securities of such issuer, and (ii) not more than 25% ofthe value of its total assets is invested in the securities(other than U.S. government securities or the securitiesof other regulated investment companies) of any oneissuer, or two or more issuers which the Portfoliocontrols (by owning 20% or more of the issuer’soutstanding voting securities) and which are engaged inthe same, similar or related trades or businesses, or thesecurities of qualified publicly traded partnerships; and(c) distribute at least 90% of its investment companytaxable income (which includes, among other items,dividends, interest and net short-term capital gains inexcess of net long-term capital losses but excludes netcapital gain, i f any) and at least 90% of its nettax-exempt interest income, if any, each taxable year.

As a regulated investment company, the Portfoliogenerally will not be subject to U.S. federal income taxon its investment company taxable income (as that termis defined in the Code, but without regard to thededuction for dividends paid) and net capital gain (theexcess of net long-term capital gain over net short-termcapital loss), if any, that it distributes to Unitholders. ThePortfolio intends to distribute to its Unitholders, at leastannually, substantially all of its investment companytaxable income and net capital gain. If the Portfolioretains any net capital gain or investment companytaxable income, it will generally be subject to federalincome tax at regular corporate rates on the amountretained. In addition, amounts not distributed on atimely basis in accordance with a calendar yeardistribution requirement are subject to a nondeductible4% excise tax unless, generally, the Portfolio distributesduring each calendar year an amount equal to the sumof (1) at least 98% of its ordinary income (not taking intoaccount any capital gains or losses) for the calendaryear, (2) at least 98.2% of its capital gains in excess ofits capital losses (adjusted for certain ordinary losses)for the one-year period ending October 31 of thecalendar year, and (3) any ordinary income and capitalgains for previous years that were not distributed ortaxed during those years. To prevent application of theexcise tax, the Portfolio intends to make its distributionsin accordance with the calendar year distributionrequirement. Further, if the Portfolio retains any net

capital gain, the Portfolio may designate the retainedamount as undistributed capital gains in a notice toUnitholders who, if subject to federal income tax onlong-term capital gains (i) will be required to include inincome for federal income tax purposes, as long-termcapital gain, their share of such undistributed amount,and (ii) will be entitled to credit their proportionate shareof the tax paid by the Portfolio against their federalincome tax liabilities, if any, and to claim refunds to theextent the credit exceeds such liabilities. A distributionwill be treated as paid on December 31 of the currentcalendar year if it is declared by the Portfolio in October,November or December with a record date in such amonth and paid by the Portfolio during January of thefollowing calendar year. These distributions will betaxable to Unitholders in the calendar year in which thedistributions are declared, rather than the calendar yearin which the distributions are received.

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

If the 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, the 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 the Portfolio holds an equity interest in any “passiveforeign investment companies” (“PFICs”), which aregenerally certain foreign corporations that receive atleast 75% of their annual gross income from passivesources (such as interest, dividends, certain rents and

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royalties or capital gains) or that hold at least 50% oftheir assets in investments producing such passiveincome, the Portfolio could be subject to U.S. federalincome tax and additional interest charges on gains andcertain distributions with respect to those equityinterests, even if all the income or gain is timelydistributed to its Unitholders. The Portfolio will not beable to pass through to its Unitholders any credit ordeduction for such taxes. The Portfolio may be able tomake an election that could ameliorate these adversetax consequences. In this case, the 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, thePortfolio 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.

PORTFOLIO TERMINATIONThe Portfolio may be liquidated at any time by

consent of Unitholders representing 66 2/3% of theUnits of the Portfolio then outstanding or by the Trusteewhen the value of the Securities owned by the Portfolio,as shown by any evaluation, is less than $500,000($3,000,000 if the value of the Portfolio has exceeded$15,000,000). The Portfolio will be liquidated by theTrustee in the event that a sufficient number of Units ofthe Portfolio not yet sold are tendered for redemptionby the Sponsor, so that the net worth of the Portfoliowould be reduced to less than 40% of the value of theSecurities at the time they were deposited in thePortfolio. If the Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. The TrustAgreement wil l terminate upon the sale or otherdisposition of the last Security held thereunder, but inno event wil l i t continue beyond the MandatoryTermination Date.

Commencing during the period beginning ninebusiness days pr ior to, and no later than, theMandatory Termination Date, Securities will begin tobe sold in connection with the termination of thePortfolio. The Sponsor will determine the manner,timing and execution of the sales of the Securities. TheSponsor shall direct the liquidation of the Securities insuch manner as to effectuate orderly sales and aminimal market impact. In the event the Sponsor doesnot so direct, the Securities shall be sold within areasonable period and in such manner as the Trustee,in its sole discretion, shall determine. At least 45 daysbefore the Mandatory Termination Date the Trustee willprovide written not ice of any terminat ion to al lUnitholders of the Portfolio. Unitholders will receive acash distribution from the sale of the remainingSecurities within a reasonable time following theMandatory Termination Date. The Trustee will deductfrom the funds of the Portfolio any accrued costs,expenses, advances or indemnities provided by theTrust Agreement, including estimated compensation ofthe Trustee, costs of liquidation and any amountsrequired as a reserve to provide for payment of anyapplicable taxes or other governmental charges. Anysale of Securities in the Portfolio upon termination mayresult in a lower amount than might otherwise berealized if such sale were not required at such time.The Trustee will then distribute to each Unitholder ofthe Portfolio his pro rata share of the balance of theIncome and Capital Accounts of the Portfolio.

The Sponsor may, but is not obligated to, offer forsale units of a subsequent series of the Portfolio. Thereis, however, no assurance that units of any new seriesof the Portfolio will be offered for sale at that time, or ifoffered, that there will be sufficient units available forsale to meet the requests of any or all Unitholders.

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

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