the dow jones total market portfolio, enhanced index strategy 2011

The Dow Jones Total Market Portfolio, Enhanced Index Strategy 2011-1

Enhanced Sector Strategy, Sector Rotation Portfolio 2011-1

The unit investment trusts named above (the “Portfolios”), included in Van Kampen Unit Trusts, Series 1053, eachinvest in a portfolio of stocks. Of course, we cannot guarantee that a Portfolio will achieve its objective.

December 7, 2010

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

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

Any contrary representation is a criminal offense.

INVESCO

VAN KAMPEN UNIT TRUSTS

Supplement to the Prospectus

Notwithstanding anything to the contrary in the prospectuses, the sales charge discounts described under “Large QuantityPurchases”, in the section entitled “Public Offering--Reducing Your Sales Charge”, will be applied based solely upon the dollarvalue of the transaction amount shown in the table and will no longer also apply the different purchase levels on a Unit basis.Similarly, the concessions and agency commissions described in the section entitled “Public Offering--Unit Distribution” will beapplied based solely upon the dollar value of the transaction amount shown in the first table in this section, and will no longeralso apply breakpoints on a Unit basis. However, such sales charge discounts and concessions or agency commission breakpoints will be adjusted to take into consideration purchase orders stated in dollars which cannot be completely fulfilled dueto the requirement that only whole Units will be issued.

Supplement Dated: January 3, 2011 U-UITEMSSPT0111

Investment Objective. The Portfolio seeksabove-average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in aportfolio of stocks. The Portfolio invests in stocks ofdomestic companies selected by applying separateuniquely specialized enhanced sector strategies. ThePortfolio combines ten enhanced sector strategies:the Basic Materials Strategy, the Consumer GoodsStrategy, the Consumer Services Strategy, the EnergyStrategy, the Financials Strategy, the Health CareStrategy, the Industrials Strategy, the TechnologyStrategy, the Telecommunications Strategy and theUti l it ies Strategy. Each strategy makes up thatpercentage of the initial Portfolio as its respectivesector makes up of the Dow Jones U.S. Total MarketIndex. Please refer to “Portfolio Strategies” for detailsof each enhanced sector strategy. When the Portfolioterminates you can elect to follow the strategy byredeeming your Units and reinvesting the proceeds in anew portfolio, if available. The Portfolio was selected asof the close of business on November 30, 2010.

The Dow Jones U.S. Total Market Index measuresthe performance of the U.S. Equity broad market. Theindex is comprised of all the companies in the DowJones Large-Cap Index, Dow Jones Mid-Cap Indexand Dow Jones Small-Cap Index.

The Portfolio is designed as part of a long-terminvestment strategy. You may achieve more consistentoverall results by following the strategy over severalyears. For more information see “Rights ofUnitholders--Rollover”.

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’s performance might notsufficiently correspond to publishedhypothetical performance of thePortfolio’s investment strategy. This canhappen for reasons such as an inability toexactly replicate the weightings of stocks inthe strategy or be fully invested, timing of thePortfolio offering or timing of your investment,and Portfolio expenses.

• The Portfolio invests in stocks of smallcompanies. These stocks are often morevolatile and have lower trading volumes thanstocks of larger companies. Small companiesmay have l imited products or f inancialresources, management inexperience and lesspublicly available information.

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

2

The Dow Jones Total Market Portfolio, Enhanced Index Strategy

3

Fee Table

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

As a % ofPublic Amount

Offering Per 100Sales Charge Price Units_________ _________

Initial sales charge 1.000% $10.000Deferred sales charge 1.450 14.500Creation and development fee 0.500 5.000______ ______Maximum sales charge 2.950% $29.500______ ____________ ______

Maximum sales charge on reinvested dividends 0.000% $ 0.000______ ____________ ______

As a % Amountof Net Per 100Assets Units_________ _________

Estimated Organization Costs 0.231% $2.237______ ____________ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.320% $3.097Supervisory, bookkeeping

and administrative fees 0.041 0.400______ ______

Total 0.361% $3.497*______ ____________ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust each year subject to a reducedrollover sales charge of 1.95%. Based on these assumptions, you wouldpay the following expenses for every $10,000 you invest in the Portfolio:

1 year $ 352

3 years 870

5 years 1,412

10 years 2,882

The maximum sales charge is 2.95% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 2.95% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.145 per Unit andaccrues daily from April 10, 2011 through September 9, 2011. YourPortfolio pays a proportionate amount of this charge on the 10th day ofeach month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee is fixed at$0.05 per Unit and is paid at the earlier of the end of the initial offeringperiod (anticipated to be three months) or six months following the InitialDate of Deposit.

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit December 7, 2010Mandatory Termination Date March 9, 2012Estimated Net Annual Income1 $0.06251 per UnitEstimated Initial Distribution1 $0.02 per UnitRecord Dates 10th day of April 2011,

July 2011 and October 2011Distribution Dates 25th day of April 2011,

July 2011 and October 2011CUSIP Numbers Cash – 92121G501

Reinvest – 92121G519Wrap Fee Cash – 92121G527

Wrap Fee Reinvest – 92121G535

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”.

* The estimated annual expenses are based upon the estimated trust size forthe Portfolio determined as of the initial date of deposit. Because certain ofthe operating expenses are fixed amounts, if the trust does not reach thatestimated size, the amount of the estimated annual expenses per 100 unitsmay exceed the amounts reflected. On the business day following the endof the initial offering period, the Sponsor and/or the Supervisor will waivetheir respective fees, and/or the Sponsor will reimburse the Portfoliooperating expenses, in an amount so that the total estimated annualexpenses calculated on that date do not exceed $3.500 per 100 units.However, subsequent to that date the value of the Portfolio as well as thenumber of outstanding units may decline, and/or the actual amount of theoperating expenses may exceed the estimated amounts, any of whichcould result in the actual amount of the total annual expenses exceeding$3.500 per 100 units.

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The table below compares the hypothetical totalreturn of stocks selected using the Portfol io’sinvestment strategy (the “Strategy Stocks”) with thestocks in the Dow Jones U.S. Total Market Index(the “Total Market Index”). Total return includes anydividends paid on the stocks together with anyincrease or decrease in the value of the stocks. Thetable illustrates a hypothetical investment in theStrategy Stocks at the beginning of each year --similar to buying Units of the Portfolio, redeemingthem after one year and reinvesting the proceeds ina new portfolio each year.

These hypothetical returns are not actual pastperformance of the Portfolio or prior series but do reflectthe sales charge or expenses you will pay. Of course,these hypothetical returns are not guarantees of futureresults and the value of your Units will fluctuate. Youshould note that the returns shown below are annualreturns based on a calendar year investment. Theperformance of the Portfolio may differ because thePortfolio has a 15 month life that is not based on acalendar year investment cycle. For more informationabout the total return calculations, see “Notes toHypothetical Performance Tables”.

Hypothetical Total ReturnStrategy Total Market

Year Stocks Index_____________________________________________________________1993 17.78% 9.78%1994 (1.60) 0.211995 34.77 36.621996 24.87 22.021997 36.12 31.811998 18.63 24.901999 64.99 22.722000 21.65 (9.23)2001 21.85 (11.95)2002 (6.07) (22.08)2003 52.60 30.752004 19.11 12.012005 14.12 6.332006 10.49 15.632007 (2.92) 6.142008 (46.79) (37.15)2009 54.46 28.82Through 11/30/10 13.97 9.31

See “Notes to Hypothetical Performance Tables”.

Hypothetical Strategy Performance

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Portfolio____________________________________________________________________________________________________________Current Cost of

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

Basic Materials - 3.70%32 Alcoa, Inc. $ 14.2400 0.84% $ 455.6814 Arch Coal, Inc. 33.4300 1.20 468.029 Ashland, Inc. 51.9700 1.15 467.73

12 Avery Dennison Corporation 39.9900 2.00 479.8828 Commercial Metals Company 16.7300 2.87 468.449 Cytec Industries, Inc. 50.9900 0.10 458.916 Domtar Corporation 81.6900 1.22 490.14

14 Dow Chemical Company 33.5300 1.79 469.4218 International Paper Company 26.3900 1.89 475.029 Kaiser Aluminum Corporation 50.8100 1.89 457.297 Minerals Technologies, Inc. 65.3900 0.31 457.737 Newmont Mining Corporation 63.4500 0.95 444.15

12 Nucor Corporation 39.7400 3.62 476.8824 Olin Corporation 19.3000 4.15 463.2012 OM Group, Inc. 39.3300 0.00 471.966 PPG Industries, Inc. 79.9500 2.75 479.709 Reliance Steel & Aluminum Company 49.7400 0.80 447.66

22 RPM International, Inc. 20.4500 4.11 449.9013 Sensient Technologies Corporation 35.4400 2.26 460.7227 Steel Dynamics, Inc. 16.6800 1.80 450.36

Consumer Goods - 10.42%20 BorgWarner, Inc. 66.2700 0.00 1,325.40

+ 20 Bunge, Ltd. 64.3600 1.43 1,287.2078 Ford Motor Company 16.6500 0.00 1,298.7018 Fossil, Inc. 72.9000 0.00 1,312.2047 Gentex Corporation 27.3900 1.61 1,287.3336 Green Mountain Coffee Roasters, Inc. 35.1500 0.00 1,265.40

+ 19 Herbalife, Ltd. 69.8600 1.43 1,327.3433 Johnson Controls, Inc. 39.5000 1.62 1,303.5014 Lear Corporation 94.2000 0.00 1,318.8048 M.D.C. Holdings, Inc. 26.9500 3.71 1,293.6056 Martek Biosciences Corporation 23.6400 0.00 1,323.8441 Nu Skin Enterprises, Inc. - CL A 31.9400 1.57 1,309.5419 Phillips-Van Heusen Corporation 69.3800 0.22 1,318.2217 Polaris Industries, Inc. 76.3200 2.10 1,297.4412 Polo Ralph Lauren Corporation 111.2500 0.36 1,335.0032 Tenneco, Inc. 41.1000 0.00 1,315.2025 TRW Automotive Holdings Corporation 51.5500 0.00 1,288.7522 Under Armour, Inc. - CL A 59.5500 0.00 1,310.1024 WABCO Holdings, Inc. 53.3500 0.00 1,280.4016 Whirlpool Corporation 83.7500 2.05 1,340.00

Consumer Services - 12.41%58 AnnTaylor Stores Corporation 26.9500 0.00 1,563.1037 Best Buy Company, Inc. 42.5900 1.41 1,575.8347 Cablevision Systems Corporation - CL A 32.9400 1.52 1,548.18

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Portfolio (continued)____________________________________________________________________________________________________________Current Cost of


Consumer Services (continued)38 DIRECTV - CL A $ 40.3500 0.00% $ 1,533.3085 DISH Network Corporation - CL A 18.4200 0.00 1,565.7057 Expedia, Inc. 27.2000 1.03 1,550.40

142 Interpublic Group of Companies, Inc. 10.9600 0.00 1,556.3274 Kroger Company 20.6300 2.04 1,526.6232 Las Vegas Sands Corporation 49.0200 0.00 1,568.6443 Liberty Global, Inc. - CL A 36.9800 0.00 1,590.1497 Liberty Media Corporation - Interactive,

Series A 16.0300 0.00 1,554.9149 Limited Brands, Inc. 31.8100 1.89 1,558.6962 Macy's, Inc. 25.1800 0.79 1,561.168 Netflix, Inc. 193.4700 0.00 1,547.76

+ 37 Royal Caribbean Cruises, Ltd. 42.4200 0.00 1,569.54119 Southwest Airlines Company 13.0100 0.14 1,548.1957 United Continental Holdings, Inc. 27.0400 0.00 1,541.28

141 US Airways Group, Inc. 11.1500 0.00 1,572.154 Washington Post Company - CL B 389.6700 2.31 1,558.68

15 Wynn Resorts, Ltd. 102.9600 0.00 1,544.40Energy - 11.05%

37 Atwood Oceanics, Inc. 37.5600 0.00 1,389.7234 Bill Barrett Corporation 40.6800 0.00 1,383.1216 Chevron Corporation 84.9500 3.39 1,359.2022 ConocoPhillips 64.1800 3.43 1,411.9619 Devon Energy Corporation 73.9300 0.87 1,404.6721 Diamond Offshore Drilling, Inc. 65.7200 0.76 1,380.1233 Dresser-Rand Group, Inc. 41.9300 0.00 1,383.69

100 El Paso Corporation 13.8000 0.29 1,380.0030 Energen Corporation 45.3100 1.15 1,359.3019 Hess Corporation 74.0000 0.54 1,406.0040 Marathon Oil Corporation 34.7800 2.88 1,391.2020 Murphy Oil Corporation 70.9200 1.55 1,418.4019 Oceaneering International, Inc. 72.8600 0.00 1,384.3471 Petrohawk Energy Corporation 19.2400 0.00 1,366.0457 Southern Union Company 24.0500 2.49 1,370.8537 Southwestern Energy Company 37.3600 0.00 1,382.3235 Sunoco, Inc. 39.7500 1.51 1,391.25

109 SunPower Corporation - CL A 12.8500 0.00 1,400.6566 Valero Energy Corporation 20.9800 0.95 1,384.6858 Williams Companies, Inc. 23.9300 2.09 1,387.94

Financials - 15.72%+ 33 ACE, Ltd. 59.0600 2.24 1,948.98+ 33 Allied World Assurance Company

Holdings, Ltd. 60.1700 1.33 1,985.6162 American Financial Group, Inc. 31.7800 2.05 1,970.36

+ 68 Aspen Insurance Holdings, Ltd. 28.9300 2.07 1,967.24

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Financials (continued)54 Assurant, Inc. $ 36.9900 1.73% $ 1,997.46

+ 54 Axis Capital Holdings, Ltd. 36.6400 2.29 1,978.56443 Citigroup, Inc. 4.4500 0.00 1,971.35313 CNO Financial Group, Inc. 6.3000 0.00 1,971.9072 Delphi Financial Group, Inc. - CL A 27.2900 1.61 1,964.88

+ 43 Endurance Specialty Holdings, Ltd. 45.4400 2.20 1,953.9282 Hartford Financial Services Group, Inc. 23.9900 0.83 1,967.18

117 Horace Mann Educators Corporation 17.0300 1.88 1,992.51144 Knight Capital Group, Inc. - CL A 13.7500 0.00 1,980.00

+ 25 PartnerRe, Ltd. 77.8100 2.83 1,945.2566 Principal Financial Group, Inc. 30.0200 1.83 1,981.3237 Prudential Financial, Inc. 53.4500 2.15 1,977.6539 Reinsurance Group of America, Inc. 51.1600 0.94 1,995.2476 Tower Group, Inc. 25.9800 1.92 1,974.4888 Unum Group 22.4000 1.65 1,971.20

+ 67 Validus Holdings, Ltd. 29.2800 3.01 1,961.76Health Care - 10.75%

44 Aetna, Inc. 30.3000 0.13 1,333.2049 Amedisys, Inc. 27.5000 0.00 1,347.5030 AMERIGROUP Corporation 44.4500 0.00 1,333.5025 Amgen, Inc. 53.3900 0.00 1,334.7520 Biogen Idec, Inc. 66.7100 0.00 1,334.2021 Cephalon, Inc. 65.4900 0.00 1,375.2936 CIGNA Corporation 37.5600 0.11 1,352.1663 Cubist Pharmaceuticals, Inc. 21.5000 0.00 1,354.5040 Eli Lilly and Company 33.9700 5.77 1,358.8037 Endo Pharmaceuticals Holdings, Inc. 36.0800 0.00 1,334.9642 Forest Laboratories, Inc. 32.1400 0.00 1,349.8837 Gilead Sciences, Inc. 36.7100 0.00 1,358.2724 Humana, Inc. 56.4100 0.00 1,353.8433 Kinetic Concepts, Inc. 41.4300 0.00 1,367.1927 Magellan Health Services, Inc. 49.5700 0.00 1,338.3950 Medicis Pharmaceutical Corporation - CL A 26.9700 0.89 1,348.5040 Medtronic, Inc. 33.9600 2.65 1,358.4036 Par Pharmaceutical Companies, Inc. 37.6900 0.00 1,356.8433 St. Jude Medical, Inc. 40.5400 0.00 1,337.8236 UnitedHealth Group, Inc. 37.2900 1.34 1,342.44

Industrials - 12.82%35 AGCO Corporation 46.0900 0.00 1,613.1527 AMETEK, Inc. 59.9100 0.53 1,617.5728 Anixter International, Inc. 57.8500 0.00 1,619.8021 Clean Harbors, Inc. 76.9000 0.00 1,614.9025 Coinstar, Inc. 65.6800 0.00 1,642.00

+ 211 Flextronics International, Ltd. 7.7400 0.00 1,633.1423 Gardner Denver, Inc. 69.2400 0.29 1,592.52

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Industrials (continued)27 Hubbell, Inc. - CL B $ 59.7800 2.41% $ 1,614.0641 IDEX Corporation 38.8700 1.54 1,593.6754 KBR, Inc. 29.7600 0.67 1,607.0434 Littelfuse, Inc. 46.7600 0.00 1,589.8452 Nalco Holding Company 31.1500 0.45 1,619.8019 Parker Hannifin Corporation 84.7000 1.37 1,609.3077 TeleTech Holdings, Inc. 20.9500 0.00 1,613.1569 Textron, Inc. 23.2300 0.34 1,602.8734 Timken Company 46.9100 1.53 1,594.9434 Veeco Instruments, Inc. 47.1400 0.00 1,602.76

105 Vishay Intertechnology, Inc. 15.2800 0.00 1,604.4012 W.W. Grainger, Inc. 131.9500 1.64 1,583.4042 Zebra Technologies Corporation - CL A 38.4600 0.00 1,615.32

Technology - 16.49%+ 77 Amdocs, Ltd. 27.0000 0.00 2,079.00

281 Amkor Technology, Inc. 7.4000 0.00 2,079.40196 Arris Group, Inc. 10.5100 0.00 2,059.96108 ATMI, Inc. 19.2200 0.00 2,075.7666 Comtech Telecommunications Corporation 31.2800 0.00 2,064.48

110 Corning, Inc. 18.6900 1.07 2,055.9049 Cymer, Inc. 41.6400 0.00 2,040.3647 DST Systems, Inc. 44.2200 0.00 2,078.34

231 EarthLink, Inc. 8.9900 7.12 2,076.69112 Ingram Micro, Inc. - CL A 18.3900 0.00 2,059.6870 International Rectifier Corporation 29.5400 0.00 2,067.8042 Lam Research Corporation 49.4900 0.00 2,078.58

173 MEMC Electronic Materials, Inc. 11.9500 0.00 2,067.35262 Micron Technology, Inc. 7.9600 0.00 2,085.52227 ON Semiconductor Corporation 9.1200 0.00 2,070.24

+ 139 Seagate Technology plc 14.8500 0.00 2,064.15152 Teradyne, Inc. 13.4800 0.00 2,048.96102 Tessera Technologies, Inc. 20.3600 0.00 2,076.72161 TriQuint Semiconductor, Inc. 12.9800 0.00 2,089.7860 Western Digital Corporation 34.4500 0.00 2,067.00

Telecommunications - 2.97%13 AboveNet, Inc. 57.7500 0.00 750.7526 AT&T, Inc. 28.3000 5.94 735.8017 CenturyLink, Inc. 43.8100 6.62 744.7760 MetroPCS Communications, Inc. 12.4200 0.00 745.20

179 Sprint Nextel Corporation 4.1700 0.00 746.4321 Telephone and Data Systems, Inc. 36.0700 1.25 757.4716 United States Cellular Corporation 47.6500 0.00 762.4022 Verizon Communications, Inc. 32.8900 5.93 723.5828 Virgin Media, Inc. 26.7400 0.60 748.7255 Windstream Corporation 13.6100 7.35 748.55

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Utilities - 3.67%40 AES Corporation $ 11.4900 0.00% $ 459.6012 AGL Resources, Inc. 37.1300 4.74 445.5613 American Electric Power Company, Inc. 35.8000 5.14 465.4016 Constellation Energy Group, Inc. 28.3900 3.38 454.2418 DPL, Inc. 25.4900 4.75 458.8210 DTE Energy Company 45.3000 4.94 453.0026 Duke Energy Corporation 17.6800 5.54 459.6812 Edison International 38.2300 3.30 458.766 Entergy Corporation 71.3300 4.65 427.98

12 Exelon Corporation 39.7800 5.28 477.3613 FirstEnergy Corporation 35.4500 6.21 460.8524 Great Plains Energy, Inc. 19.4400 4.27 466.569 NextEra Energy, Inc. 50.9100 3.93 458.19

21 Portland General Electric Company 21.8300 4.76 458.4318 PPL Corporation 25.9600 5.39 467.2815 Public Service Enterprise Group, Inc. 31.4400 4.36 471.6026 Questar Corporation 17.9900 3.11 467.7427 TECO Energy, Inc. 17.0400 4.81 460.0813 UniSource Energy Corporation 36.4600 4.28 473.9818 Westar Energy, Inc. 25.3500 4.89 456.30__________ ____________

9,992 $ 250,962.85__________ ______________________ ____________

See “Notes to Portfolios”.

Investment Objective. The Portfolio seeksabove-average capital appreciation.

Principal Investment Strategy. The Portfolioinvests in stocks selected by applying three of thefol lowing separate uniquely special ized sectorstrategies: the Basic Materials Strategy, the ConsumerGoods Strategy, the Consumer Services Strategy, theEnergy Strategy, the Financials Strategy, the HealthCare Strategy, the Industrials Strategy, the TechnologyStrategy, the Telecommunications Strategy and theUtilities Strategy. The combined Portfolio strategy firstranks the ten Dow Jones U.S. Total Market sectorindexes by the simple average total return of thestocks in each index for the previous six-month periodand selects the three highest ranking indexes. ThePortfolio invests in the stocks selected using the threesector strategies based on these three highest rankingindexes. Each strategy makes up approximately one-third of the initial Portfolio. Please refer to “PortfolioStrategies” for details of each enhanced sectorstrategy. When the Portfolio terminates you can elect tofol low the strategy by redeeming your Units andreinvesting the proceeds in a new portfolio, if available.The Portfolio was selected as of the close of business onNovember 30, 2010.

The Portfolio is designed as part of a long-terminvestment strategy. You may achieve more consistentoverall results by following the strategy over severalyears. For more information see “Rights ofUnitholders--Rollover”.

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 of

your Units. This may occur at any point intime, including during the initial offering period.

• The Portfolio’s performance might notsufficiently correspond to publishedhypothetical performance of thePortfolio’s investment strategy. This canhappen for reasons such as an inability to exactlyreplicate the weightings of stocks in the strategyor be fully invested, timing of the Portfolio offeringor timing of your investment, and Portfolioexpenses.

• The Portfolio invests in stocks of smallcompanies. These stocks are often morevolatile and have lower trading volumes thanstocks of larger companies. Small companiesmay have l imited products or f inancialresources, management inexperience and lesspublicly available information.

• The Portfolio is concentrated insecurities issued by companies in thebasic materials sector, energy sectorand technology sector. Negativedevelopments in any one of these sectors willaffect the value of your investment more thanwould be the case in a more diversif iedinvestment.

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

10

Enhanced Sector Strategy, Sector Rotation Portfolio

11

Fee Table

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

As a % ofPublic Amount

Offering Per 100Sales Charge Price Units_________ _________

Initial sales charge 1.000% $10.000Deferred sales charge 1.450 14.500Creation and development fee 0.500 5.000______ ______Maximum sales charge 2.950% $29.500______ ____________ ______

Maximum sales charge on reinvested dividends 0.000% $ 0.000______ ____________ ______

As a % Amountof Net Per 100Assets Units_________ _________

Estimated Organization Costs 0.518% $5.000______ ____________ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.464% $4.482Supervisory, bookkeeping

and administrative fees 0.042 0.400______ ______

Total 0.506% $4.882*______ ____________ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust each year subject to a reducedrollover sales charge of 1.95%. Based on these assumptions, you wouldpay the following expenses for every $10,000 you invest in the Portfolio.

1 year $ 394

3 years 992

5 years 1,614

10 years 3,275

The maximum sales charge is 2.95% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 2.95% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.145 per Unitand accrues daily from April 10, 2011 through September 9, 2011. YourPortfolio pays a proportionate amount of this charge on the 10th day ofeach month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee is fixed at$0.05 per Unit and is paid at the earlier of the end of the initial offeringperiod (anticipated to be three months) or six months following the InitialDate of Deposit.

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit December 7, 2010Mandatory Termination Date March 9, 2012Estimated Net Annual Income1 $0.05576 per UnitRecord Dates 10th day of April 2011,

July 2011 and October 2011Distribution Dates 25th day of April 2011,

July 2011 and October 2011CUSIP Numbers Cash – 92121G469

Reinvest – 92121G477Wrap Fee Cash – 92121G485

Wrap Fee Reinvest – 92121G493

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”.

* The estimated annual expenses are based upon the estimated trustsize for the Portfolio determined as of the initial date of deposit.Because certain of the operating expenses are fixed amounts, if thePortfolio does not reach the estimated size, or if the value of thePortfolio or number of outstanding units decline over the life of the trust,or if the actual amount of the operating expenses exceeds theestimated amounts, the actual amount of the operating expenses per100 units would exceed the estimated amounts. In some cases, theactual amount of operating expenses may substantially differ from theamounts reflected above.

12

The table below compares the hypothetical totalreturn of stocks selected using the Portfol io’sinvestment strategy (the “Strategy Stocks”) with thestocks in the Dow Jones U.S. Total Market Index(the “Total Market Index”). Total return includes anydividends paid on the stocks together with anyincrease or decrease in the value of the stocks. Thetable illustrates a hypothetical investment in theStrategy Stocks at the beginning of each year --similar to buying Units of the Portfolio, redeemingthem after one year and reinvesting the proceeds ina new portfolio each year.

These hypothetical returns are not actual pastperformance of the Portfolio or prior series but do reflectthe sales charge or expenses you will pay. Of course,these hypothetical returns are not guarantees of futureresults and the value of your Units will fluctuate. Youshould note that the returns shown below are annualreturns based on a calendar year investment. Theperformance of the Portfolio may differ because thePortfolio has a 15 month life that is not based on acalendar year investment cycle. For more informationabout the total return calculations, see “Notes toHypothetical Performance Tables”.

Hypothetical Total ReturnStrategy Total Market

Year Stocks Index_____________________________________________________________1993 24.28% 9.78%1994 3.08 0.211995 41.40 36.621996 20.52 22.021997 38.87 31.811998 28.54 24.901999 119.54 22.722000 11.17 (9.23)2001 12.03 (11.95)2002 (0.42) (22.08)2003 50.86 30.752004 17.39 12.012005 12.00 6.332006 17.49 15.632007 0.55 6.142008 (36.90) (37.15)2009 38.74 28.82Through 11/30/10 18.90 9.31

See “Notes to Hypothetical Performance Tables”.

Hypothetical Strategy Performance

13


Portfolio____________________________________________________________________________________________________________Current Cost of


Basic Materials - 33.42%174 Alcoa, Inc. $ 14.2400 0.84% $ 2,477.7675 Arch Coal, Inc. 33.4300 1.20 2,507.2547 Ashland, Inc. 51.9700 1.15 2,442.5962 Avery Dennison Corporation 39.9900 2.00 2,479.38

149 Commercial Metals Company 16.7300 2.87 2,492.7749 Cytec Industries, Inc. 50.9900 0.10 2,498.5130 Domtar Corporation 81.6900 1.22 2,450.7075 Dow Chemical Company 33.5300 1.79 2,514.7595 International Paper Company 26.3900 1.89 2,507.0549 Kaiser Aluminum Corporation 50.8100 1.89 2,489.6938 Minerals Technologies, Inc. 65.3900 0.31 2,484.8240 Newmont Mining Corporation 63.4500 0.95 2,538.0062 Nucor Corporation 39.7400 3.62 2,463.88

129 Olin Corporation 19.3000 4.15 2,489.7063 OM Group, Inc. 39.3300 0.00 2,477.7931 PPG Industries, Inc. 79.9500 2.75 2,478.4550 Reliance Steel & Aluminum Company 49.7400 0.80 2,487.00

121 RPM International, Inc. 20.4500 4.11 2,474.4570 Sensient Technologies Corporation 35.4400 2.26 2,480.80

148 Steel Dynamics, Inc. 16.6800 1.80 2,468.64Energy - 33.25%

66 Atwood Oceanics, Inc. 37.5600 0.00 2,478.9661 Bill Barrett Corporation 40.6800 0.00 2,481.4829 Chevron Corporation 84.9500 3.39 2,463.5539 ConocoPhillips 64.1800 3.43 2,503.0233 Devon Energy Corporation 73.9300 0.87 2,439.6938 Diamond Offshore Drilling, Inc. 65.7200 0.76 2,497.3659 Dresser-Rand Group, Inc. 41.9300 0.00 2,473.87

179 El Paso Corporation 13.8000 0.29 2,470.2054 Energen Corporation 45.3100 1.15 2,446.7433 Hess Corporation 74.0000 0.54 2,442.0071 Marathon Oil Corporation 34.7800 2.88 2,469.3835 Murphy Oil Corporation 70.9200 1.55 2,482.2034 Oceaneering International, Inc. 72.8600 0.00 2,477.24

128 Petrohawk Energy Corporation 19.2400 0.00 2,462.72103 Southern Union Company 24.0500 2.49 2,477.1566 Southwestern Energy Company 37.3600 0.00 2,465.7662 Sunoco, Inc. 39.7500 1.51 2,464.50

195 SunPower Corporation - CL A 12.8500 0.00 2,505.75118 Valero Energy Corporation 20.9800 0.95 2,475.64104 Williams Companies, Inc. 23.9300 2.09 2,488.72

14




Technology - 33.33%+ 92 Amdocs, Ltd. $ 27.0000 0.00% $ 2,484.00

336 Amkor Technology, Inc. 7.4000 0.00 2,486.40235 Arris Group, Inc. 10.5100 0.00 2,469.85130 ATMI, Inc. 19.2200 0.00 2,498.6079 Comtech Telecommunications Corporation 31.2800 0.00 2,471.12

132 Corning, Inc. 18.6900 1.07 2,467.0859 Cymer, Inc. 41.6400 0.00 2,456.7657 DST Systems, Inc. 44.2200 0.00 2,520.54

276 EarthLink, Inc. 8.9900 7.12 2,481.24134 Ingram Micro, Inc. - CL A 18.3900 0.00 2,464.2683 International Rectifier Corporation 29.5400 0.00 2,451.8250 Lam Research Corporation 49.4900 0.00 2,474.50

207 MEMC Electronic Materials, Inc. 11.9500 0.00 2,473.65314 Micron Technology, Inc. 7.9600 0.00 2,499.44272 ON Semiconductor Corporation 9.1200 0.00 2,480.64

+ 167 Seagate Technology plc 14.8500 0.00 2,479.95182 Teradyne, Inc. 13.4800 0.00 2,453.36122 Tessera Technologies, Inc. 20.3600 0.00 2,483.92193 TriQuint Semiconductor, Inc. 12.9800 0.00 2,505.1472 Western Digital Corporation 34.4500 0.00 2,480.40__________ ____________

6,256 $ 148,752.58__________ ______________________ ____________

See “Notes to Portfolios”.

15

Portfolio Strategies

Basic Materials Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Basic Materials Index from highest tolowest based on the following strategy screens:

• Dividend Yield,

• Operating Margin,

• Price/Book Value Ratio,

• Price/Free Cash Flow Ratio,

• Price/Sales Ratio, and

• Price/Sales to Five-Year Average.

Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow JonesU.S. Basic Materials Index. The strategy ranks theremaining stocks by total score and selects the top 20stocks. If two stocks are assigned the same totalscore, the stock with the higher score for Price/BookValue Ratio is ranked higher. In addition, a stock will beexcluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

Consumer Goods Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Consumer Goods Index from highestto lowest based on the following strategy screens:

• Dividend Yield to Five-Year Median,

• Long-Term Expected Profit Growth,

• One-Year Earnings Growth,

• Operating Income Change Last Quarter,

• Price/Cash Flow Ratio, and

• Total Return for the Past Six Months.

Please refer to the “Glossary of Strategy Screens” fordefinitions of these screens. The strategy assigns eachstock a rank score for each of these categories with thelowest score being 1 and the highest score being thetotal number of stocks in the Dow Jones U.S.Consumer Goods Index. The strategy ranks theremaining stocks by total score and selects the top 20stocks. If two stocks are assigned the same total score,the stock with the higher score for Long-Term ExpectedProfit Growth is ranked higher. In addition, a stock willbe excluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

The following section sets forth the investment strategies used by the Portfolios. Each Portfolio was selected asof the close of business on November 30, 2010.

16

Consumer Services Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Consumer Services Index from highestto lowest based on the following strategy screens:

• Cash Flow to Net Income,

• EPS Change Last Quarter,


• Price/Earnings Ratio,

• Price/Sales to Five-Year Average, and


Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow Jones U.S.Consumer Services Index. The strategy ranks theremaining stocks by total score and selects the top 20stocks. If two stocks are assigned the same total score,the stock with the higher score for Long-Term ExpectedProfit Growth is ranked higher. In addition, a stock willbe excluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

Energy Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Oil & Gas Index from highest to lowestbased on the following strategy screens:

• Enterprise Value to EBITDA,

• Five-Year Earnings Growth,

• Gross Margin Trend,


• Price/Sales Value Ratio, and

• Price/Sales to Three-Year Average.

Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow Jones U.S.Oil & Gas Index. The strategy ranks the remainingstocks by total score and selects the top 20 stocks. Iftwo stocks are assigned the same total score, the stockwith the higher score for Long-Term Expected ProfitGrowth is ranked higher. In addition, a stock will beexcluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

17

Financials Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Financials Index from highest tolowest based on the following strategy screens:

• Earnings Predictability,




• Price/Sales Ratio, and

• Tangible Book One-Year Change.

Please refer to the “Glossary of Strategy Screens” fordefinitions of these screens. The strategy assigns eachstock a rank score for each of these categories with thelowest score being 1 and the highest score being thetotal number of stocks in the Dow Jones U.S. FinancialsIndex. The strategy ranks the remaining stocks by totalscore and selects the top 20 stocks, provided that thestock of any affiliate of Van Kampen will be excludedand replaced with the stock with the next highestranking. If two stocks are assigned the same totalscore, the stock with the higher score for Tangible BookOne-Year Change is ranked higher. In addition, a stockwill be excluded and such stock will be replaced withthe stock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

Health Care Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Health Care Index from highest tolowest based on the following strategy screens:


• Gross Margin,

• One-Year Net Income Growth,


• Price/Free Cash Flow Ratio, and

• Return on Equity.

Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow JonesU.S. Health Care Index. The strategy ranks theremaining stocks by total score and selects the top 20stocks. If two stocks are assigned the same totalscore, the stock with the higher score for Return onEquity is ranked higher. In addition, a stock will beexcluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

18

Industrials Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Industrials Index from highest tolowest based on the following strategy screens:

• EPS Revisions Current Quarter,

• EPS Surprise Last Quarter,



• Price/Free Cash Flow Ratio and


Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow JonesU.S. Industr ia ls Index. The strategy ranks theremaining stocks by total score and selects the top20 stocks, provided that the stock of any affiliate ofVan Kampen will be excluded and replaced with thestock with the next highest ranking. If two stocks areassigned the same total score, the stock with thehigher score for Price/Earnings Ratio is ranked higher.In addition, a stock will be excluded and such stockwill be replaced with the stock with the next highesttotal score if, based on publicly available informationas of the selection date, the company is the target ofan announced business acquisit ion which theSponsor expects will close within six months of thedate of this prospectus.

Technology Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Technology Index from highest tolowest based on the following strategy screens:

• Net Profit Margin,


• Price/Sales Ratio,

• Price/Sales to Five-Year Average,

• Tangible Book Five-Year Change, and


Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow Jones U.S.Technology Index. The strategy ranks the remainingstocks by total score and selects the top 20 stocks. Iftwo stocks are assigned the same total score, thestock with the higher score for Total Return for the PastSix Months is ranked higher. In addition, a stock will beexcluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

Telecommunications Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Telecommunications Index fromhighest to lowest based on the following strategyscreens:

• Asset Turnover Trend,

• Dividend Yield,


• Price/Cash Flow Ratio,

• Three-Year Sales Growth, and


Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow Jones U.S.Telecommunications Index. The strategy ranks theremaining stocks by total score and selects the top 10stocks. If two stocks are assigned the same total score,the stock with the higher score for Enterprise Value toEBITDA is ranked higher. In addition, a stock will beexcluded and such stock will be replaced with thestock with the next highest total score if, based onpublicly available information as of the selection date,the company is the target of an announced businessacquisition which the Sponsor expects will close withinsix months of the date of this prospectus.

Utilities Strategy

Beginning with the stocks in the Dow Jones U.S.Total Market Index, the strategy excludes the bottom1% of stocks based on market capitalization. Thestrategy then ranks each remaining company in theDow Jones U.S. Utilities Index from highest to lowestbased on the following strategy screens:

• EBIT Margin,



• Price/Book Value Ratio versus Three-YearAverage,

• Price/Cash Flow Ratio, and

• Price/Sales to Three-Year Average.

Please refer to the “Glossary of Strategy Screens”for definitions of these screens. The strategy assignseach stock a rank score for each of these categorieswith the lowest score being 1 and the highest scorebeing the total number of stocks in the Dow Jones U.S.Utilities Index. The strategy ranks the remaining stocksby total score and selects the top 20 stocks. If twostocks are assigned the same total score, the stockwith the higher score for Price/Earnings Ratio is rankedhigher. In addition, a stock will be excluded and suchstock will be replaced with the stock with the nexthighest total score if, based on publicly availableinformation as of the selection date, the company is thetarget of an announced business acquisition which theSponsor expects will close within six months of thedate of this prospectus.

19

20

Asset Turnover Trend – The median asset turnover for thefour most recent quarters divided by the median assetturnover of the 12 most recent quarters. Asset turnover is thesum of the four most recent quarters of sales divided by theaverage of the four most recent quarters of assets.

Cash Flow to Net Income – Sum of the four most recentquarters of cash flow divided by sum of the four most recentquarters of net income. Cash flow is defined as incomebefore extraordinary items plus depreciation and amortization.

Dividend Yield – The indicated annual dividend divided bythe current stock price.

Dividend Yield to Five-Year Median – Current dividendyield divided by the median dividend yield over the past 60months.

Earnings Predictability – A ratio that seeks to measure ofthe stability of year-to-year earnings growth over the past 20quarters. Calculated by dividing the standard deviation ofyear-to-year changes in per-share earnings by the averageyear-to-year change in per-share earnings.

EBIT Margin – Earnings before interest and taxes (EBIT)divided by sales.

Enterprise Value to EBITDA – Enterprise value dividedby earnings before interest, taxes, depreciation, andamort izat ion. Enterprise value equals stock marketcapitalization plus sum of debt and preferred stock minuscash and cash equivalents.

EPS Change Last Quarter – Year-to-year change inoperating earnings per share. Operating earnings excludethe effect of all nonrecurring items, including cumulativeeffect of accounting changes, discontinued operations,extraordinary items, special items, and one-time income taxexpenses/benefits.

EPS Revisions Current Quarter – The net percentage ofpositive profit-estimate revisions. First, the number ofearnings estimates for the next fiscal quarter that have beendecreased from the prior month are subtracted from thenumber that have been increased. Next, that result is dividedby the total number of earnings estimates for the quarter.

EPS Surprise Last Quarter – The difference between lastquarter’s actual earnings per share and the average estimate,divided by the absolute value of the actual earnings per share.

Five-Year Earnings Growth – The difference betweenoperating earnings per share in the most recent four quartersand operating earnings per share in the four quarters fiveyears earlier, expressed as a percentage.

Gross Margin – Net sales in most recent four quartersminus cost of goods sold in most recent four quarters, withthis total then divided by net sales.

Gross Margin Trend – The median gross margin over thepast four quarters divided by median gross margin over thepast 12 quarters.

Long-Term Expected Profit Growth – The simpleaverage of analysts’ estimates for five-year growth inearnings per share.

Net Profit Margin – Net income divided by sales.

One-Year Earnings Growth – The difference betweenoperating earnings per share in the most recent four quartersdivided by operating earnings per share in the four quartersone year earlier, expressed as a percentage.

One-Year Net Income Growth – The difference betweennet earnings per share in the most recent four quarters andnet earnings per share in the four quarters one year earlier,expressed as a percentage. Net earnings excludediscontinued operations and extraordinary items.

Operating Margin – Operating income before deprecationdivided by sales, calculated for most recent four quarters.

Operating Income Change Last Quarter – Thedifference between operating income in the latest quarter andthe year-earlier quarter.

Price/Earnings Ratio – Stock price divided by earningsper share from operations over past four quarters.

Price/Book Value Ratio – Stock price divided by currentbook value per share.

Glossary of Strategy Screens

21

Price/Book Value Ratio versus Three-Year Average –The current price/book value ratio divided by the median ofthe price/book value ratio over the past 36 months.

Price/Cash Flow Ratio – Stock price divided by per-sharecash flow over past four quarters, with cash flow defined asnet income plus depreciation and amortization.

Price/Free Cash Flow Ratio – Stock price divided by per-share free cash flow over past four quarters. Free cash flowrepresents the net change in cash from all items classified inthe operating activities section on a statement of cash flows,minus capital spending and cash dividends.

Price/Sales Ratio – Stock price divided by per-share salesover most recent four quarters.

Price/Sales to Three-Year Average – Current price/salesratio divided by median price/sales ratio over past 36 months.

Price/Sales to Five-Year Average – Current price/salesratio divided by median price/sales ratio over past 60 months.

Return on Equity – Income before extraordinary items overmost recent four quarters divided by average for commonequity over four most recent quarters.

Tangible Book One-Year Change – The change intangible shareholders equity per share over the most recentyear. Tangible shareholders equity equals shareholders equityminus intangible assets, such as goodwill.

Tangible Book Five-Year Change – The change intangible shareholders equity per share over the past fiveyears. Tangible shareholders equity equals shareholdersequity minus intangible assets, such as goodwill.

Three-Year Sales Growth – The difference between per-share sales in the most recent four quarters and per-sharesales in the four quarters three years earlier, expressed as apercentage.

Total Return for the Past Six Months – The percentagereturn on a stock over most recent six months, reflectingdividends and change in stock price.

22

Notes to Hypothetical Performance Tables

Total return for each period was calculated by (1) subtracting the closing sale price of the stocks on the lasttrading day of the prior period from the closing sale price of the stocks on the last trading day of the period, (2)adding dividends paid during that period and (3) dividing the result by the closing sale price of the stocks on the lasttrading day of the prior period and reducing this amount by typical Portfolio expenses and sales charges. Averageannual total return reflects annualized change while total return reflects aggregate change and is not annualized. Thesales charge used for the total returns is 2.95% for the first year and 1.95% for subsequent years, which reflects thePortfolios’ reduced sales charge for “rollover” investments. Adjustments were made to reflect events such as stocksplits and corporate spin-offs. Total return does not take into consideration commissions or taxes. With respect toforeign securities, all values are converted into U.S. dollars using the applicable currency exchange rate.

These tables represent hypothetical past performance of the Portfolio strategies (not the Portfolios) and are notguarantees or indications of future performance of any Portfolio. Unitholders will not necessarily realize as high a totalreturn as the hypothetical returns in the tables for several reasons including, among others: the total return figures inthe tables do not reflect taxes; the Portfolios are established at different times of the year; a Portfolio may not be ableto invest equally in the Securities according to the strategy weightings and may not be fully invested at all times; theSecurities are often purchased or sold at prices different from the closing prices used in buying and selling Units; andcurrency exchange rates will be different. In addition, both stock prices (which may appreciate or depreciate) anddividends (which may be increased, reduced or eliminated) will affect actual returns. There can be no assurance thatany Portfolio will outperform the related stock index over its life or future rollover periods, if available. The sources forthe information contained in the tables are Bloomberg L.P., Horizon Investment Services, Ibbotson Associates,Factset, Compustat, Morgan Stanley Capital International, Standard & Poor’s and Dow Jones Indexes, a CME Groupcompany. The Sponsor has not independently verified the data obtained from these sources but has no reason tobelieve that this data is incorrect in any material respect.

Notes to Portfolios(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocable letter of

credit has been deposited with the Trustee. Contracts to acquire Securities were entered into on December 6, 2010 andhave a settlement date of December 9, 2010 (see “The Portfolios”).

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

Cost to Profit (Loss)Sponsor To Sponsor____________ ____________

The Dow Jones Total Market Portfolio, Enhanced Index Strategy . . . . . . $ 251,263 $ (300)Enhanced Sector Strategy, Sector Rotation Portfolio . . . . . . . . . . . . . . . $ 148,940 $ (187)

“+” 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.

23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Van Kampen Unit Trusts, Series 1053:

We have audited the accompanying statements of condition including the related portfolios of The DowJones Total Market Portfolio, Enhanced Index Strategy 2011-1 and Enhanced Sector Strategy, Sector RotationPortfolio 2011-1 (included in Van Kampen Unit Trusts, Series 1053) as of December 7, 2010. The statementsof condition are the responsibility of the Sponsor. Our responsibility is to express an opinion on suchstatements of condition based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audits to obtain reasonableassurance about whether the statements of condition are free of material misstatement. The trusts are notrequired to have, nor were we engaged to perform an audit of their internal control over financial reporting. Ouraudits included consideration of internal control over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the trusts’ 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 thestatements of condition, assessing the accounting principles used and significant estimates made by thesponsor, as well as evaluating the overall statements of condition presentation. Our procedures includedconfirmation with The Bank of New York Mellon, Trustee, of cash or an irrevocable letter of credit deposited forthe purchase of Securities as shown in the statements of condition as of December 7, 2010. We believe thatour audits of the statements of condition provide a reasonable basis for our opinion.

In our opinion, the statements of condition referred to above present fairly, in all material respects, thefinancial position of The Dow Jones Total Market Portfolio, Enhanced Index Strategy 2011-1 and EnhancedSector Strategy, Sector Rotation Portfolio 2011-1 (included in Van Kampen Unit Trusts, Series 1053) as ofDecember 7, 2010, in conformity with accounting principles generally accepted in the United States ofAmerica.

/s/ GRANT THORNTON LLP

New York, New YorkDecember 7, 2010

24

STATEMENTS OF CONDITIONAs of December 7, 2010

The DowJones Enhanced

Total Market SectorPortfolio, Strategy,Enhanced Sector

Index RotationINVESTMENT IN SECURITIES Strategy Portfolio_____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 250,963 $ 148,753_____________ _____________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 250,963 $ 148,753_____________ __________________________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 567 $ 751Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,676 2,179Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,268 751

Interest of Unitholders--Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253,500 150,260Less: initial sales charge (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,537 1,507

Less: deferred sales charge, creation and developmentfee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,511 3,681_____________ _____________Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245,452 145,072_____________ _____________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 250,963 $ 148,753_____________ __________________________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,350 15,026_____________ __________________________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.683 $ 9.655_____________ __________________________ _____________

(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 separate irrevocable letters of credit which have 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 a Portfolio.The amount of these costs are set forth in the “Fee Table”. A distribution will be made as of the close of the initial offering period (approximatelythree months) or six months following the Initial Date of Deposit to an account maintained by the Trustee from which the organization expenseobligation of the investors will be satisfied. To the extent that actual organization costs of a Portfolio are greater than the estimated amount,only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsor and deducted from the assets ofthe Portfolio.

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

initial offering period. If Units are redeemed prior to the close of the initial public offering period, the fee will not be deducted from the proceeds.(5) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.(6) Assumes the maximum sales charge.

THE PORTFOLIOS

The Portfolios were created under the laws of theState of New York pursuant to a Trust Indenture andTrust Agreement (the “Trust Agreement”), dated thedate of this prospectus (the “Initial Date of Deposit”),among Van Kampen Funds Inc., as Sponsor, VanKampen Asset Management, as Supervisor, and TheBank of New York Mellon, as Trustee.

The Portfolios offer investors the opportunity topurchase Units representing proportionate interests inportfolios of equity securities which are components ofmajor stock market indexes. A 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 and who are seeking to achieve a betterperformance than the related index.

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 Portfolios. Unless otherwiseterminated as provided in the Trust Agreement, thePortfolios 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 each “Portfolio” and any additionalsecurities deposited into each Portfolio.

Additional Units of a Portfolio may be issued at anytime by deposit ing in the Portfol io ( i ) addit ionalSecurit ies, ( i i ) contracts to purchase Securit iestogether with cash or irrevocable letters of credit or (iii)cash (or a letter of credit or the equivalent) withinstructions to purchase additional Securities. Asaddit ional Units are issued by a Port fo l io, theaggregate value of the Securities will be increased andthe fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into a Portfolio following the

Initial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, asnear ly as pract icable, the same percentagerelationship among the number of shares of eachSecurity in the Portfolio that existed immediately priorto the subsequent deposit. Investors may experiencea dilution of their investments and a reduction in theiranticipated income because of fluctuations in theprices of the Securities between the time of thedeposit and the purchase of the Securit ies andbecause the Portfo l ios wi l l pay the associatedbrokerage or acquisition fees. Purchases and sales ofSecurities by your Portfolio may impact the value ofthe Securities. This may especially be the case duringthe initial offering of Units, upon Portfolio terminationand in the course of satisfying large Unit redemptions.

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

Each Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) listed under theapplicable “Portfolio” as may continue to be held fromtime to time in the Portfolio, (b) any additional Securitiesacquired and held by the Portfolio pursuant to theprovisions of the Trust Agreement and (c) any cash heldin the related Income and Capital Accounts. Neither theSponsor nor the Trustee shall be liable in any way forany contract failure in any of the Securities.

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OBJECTIVES AND SECURITIES SELECTION

The objective and investment strategy of eachPortfolio is described in the individual Portfolio sections.Each Portfolio follows an investment strategy createdand implemented by Horizon Investment Services, LLCusing its Quadrix stock rating system. There is noassurance that a Portfolio will achieve its objective.

The Portfolios offer the potential to achieve betterperformance than the related indexes throughindex-based investment strategies. Certain strategiesmay also offer the potential for less volatility or potentialfor higher dividend income when compared to therelated index. The investment strategies are designed tobe implemented on an annual basis. Investors who holdUnits through Portfolio termination may have investmentresults that differ significantly from a Unit investmentthat is reinvested into a new trust every twelve months.

Except as described herein, the publisher of theindices has not participated in any way in the creation ofthe Portfolios or in the selection of stocks included inthe Portfolios and has not approved any informationherein relating thereto. The publisher of these indices isnot affiliated with the Sponsor.

The Dow Jones U.S. Total Market Indexes areproducts of Dow Jones Indexes, a licensed trademark ofCME Group Index Services LLC ("CME"), and have beenlicensed for use. "Dow Jones®", the Dow Jones U.S.Total Market Indexes and "Dow Jones Indexes" areservice marks of Dow Jones Trademark Holdings, LLC("Dow Jones") and have been licensed for use for certainpurposes by the Sponsor. The Portfolios are notsponsored, endorsed, sold or promoted by Dow Jones,CME or their respective affiliates. Dow Jones, CME andtheir respective affiliates make no representation orwarranty, express or implied, to the owners of thePortfolios or any member of the public regarding theadvisability of investing in securities generally or in thePortfolios particularly. The only relationship of DowJones, CME or any of their respective affiliates to theSponsor is the licensing of certain trademarks, tradenames and service marks of Dow Jones and of the DowJones U.S. Total Market Indexes, which are determined,composed and calculated by CME without regard to

Sponsor or the Portfolios. Dow Jones and CME have noobligation to take the needs of the Sponsor or theowners of the Portfol ios into consideration indetermining, composing or calculating the Dow JonesU.S. Total Market Indexes. Dow Jones, CME and theirrespective affiliates are not responsible for and have notparticipated in the determination of the timing of, pricesat, or quantities of the Portfolios to be issued or in thedetermination or calculation of the equation by which thePortfolios are to be converted into cash. Dow Jones,CME and their respective affiliates have no obligation orliability in connection with the administration, marketingor trading of the Portfolios. Notwithstanding theforegoing, CME Group Inc. and its affi l iates mayindependently issue and/or sponsor financial productsunrelated to the Portfolios currently being issued bySponsor, but which may be similar to and competitivewith the Portfolios. In addition, CME Group Inc. and itsaffiliates may trade financial products which are linked tothe performance of the Dow Jones U.S. Total MarketIndexes. It is possible that this trading activity will affectthe value of the Dow Jones U.S. Total Market Indexesand the Portfolios.

DOW JONES, CME AND THEIR RESPECTIVEAFFILIATES DO NOT GUARANTEE THE ACCURACYAND/OR THE COMPLETENESS OF THE DOW JONESU.S. TOTAL MARKET INDEXES OR ANY DATAINCLUDED THEREIN AND DOW JONES, CME ANDTHEIR RESPECTIVE AFFILIATES SHALL HAVE NOLIABILITY FOR ANY ERRORS, OMISSIONS, ORINTERRUPTIONS THEREIN. DOW JONES, CME ANDTHEIR RESPECTIVE AFFILIATES MAKE NOWARRANTY, EXPRESS OR IMPLIED, AS TO RESULTSTO BE OBTAINED BY THE SPONSOR, OWNERS OFTHE PORTFOLIOS, OR ANY OTHER PERSON ORENTITY FROM THE USE OF THE DOW JONES U.S.TOTAL MARKET INDEXES OR ANY DATA INCLUDEDTHEREIN. DOW JONES, CME AND THEIRRESPECTIVE AFFILIATES MAKE NO EXPRESS ORIMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMSALL WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE OR USEWITH RESPECT TO THE DOW JONES U.S. TOTALMARKET INDEXES OR ANY DATA INCLUDED

THEREIN. WITHOUT LIMITING ANY OF THEFOREGOING, IN NO EVENT SHALL DOW JONES,CME OR THEIR RESPECTIVE AFFILIATES HAVE ANYLIABILITY FOR ANY LOST PROFITS OR INDIRECT,PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGESOR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITYTHEREOF. THERE ARE NO THIRD PARTYBENEFICIARIES OF ANY AGREEMENTS ORARRANGEMENTS BETWEEN CME AND THESPONSOR, OTHER THAN THE LICENSORS OF CME.

The Sponsor does not manage the Portfolios. Youshould note that the selection criteria were applied tothe Securities for inclusion in the Portfolios as of theapplicable selection time. After this time, the Securitiesmay no longer meet the selection criteria. Should aSecurity no longer meet the selection criteria, we willgenerally not remove the Security from its Portfolio. Inoffering the Units to the public, neither the Sponsor norany broker-dealers are recommending any of theindividual Securities but rather the entire pool ofSecurities in a Portfolio, taken as a whole, which arerepresented by the Units.

RISK FACTORS

All investments involve risk. This section describes themain risks that can impact the value of the securities inyour Portfolio. You should understand these risks beforeyou invest. If the value of the securities falls, the value ofyour Units will also fall. We cannot guarantee that yourPortfolio will achieve its objective or that your investmentreturn 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. In addition, because some Portfolios hold

relatively small number of stocks, you may encountergreater market risk than in a more diversified investment.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling or unableto pay dividends on a security. Stocks representownership interests in the issuers and are not obligationsof the issuers. Common stockholders have a right toreceive dividends only after the company has providedfor payment of its creditors, bondholders and preferredstockholders. Common stocks do not assure dividendpayments. Dividends are paid only when declared by anissuer’s board of directors and the amount of anydividend may vary over time. If dividends received by aPortfolio are insufficient to cover expenses, redemptionsor other Portfolio costs, it may be necessary for aPortfolio to sell Securities to cover such expenses,redemptions or other costs. Any such sales may result incapital gains or losses to you. See “Taxation”.

Strategy Correlation. Each Portfolio involves therisk that its performance will not sufficiently correspondwith the hypothetical performance of the Portfolio’sinvestment strategy. This can happen for reasons such as:

• the impracticability of owning each of thestrategy stocks with the exact weightings ata given time,

• strategy performance is based on acalendar year strategy while the Portfoliosare created at various times during the yearand have 15 month terms,

• a Portfolio may not be fully invested at alltimes, and

• fees and expenses of a Portfolio.

In addition, the stock selection strategy of a Portfoliomay not be successful in identifying stocks thatappreciate in value or pay significant dividends. APortfolio may not achieve its objective if this happens.

Industry Risks. Your Portfol io may investsignificantly in certain industries. Any negative impacton the related industry will have a greater impact on thevalue of Units than on a portfolio diversified over severalindustries. You should understand the risks of theseindustries before you invest.

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Basic Materials Issuers. The Enhanced SectorStrategy, Sector Rotation Portfolio invests significantly incompanies in the basic materials industry. Companies inthe basic materials sector could be adversely affectedby commodity price volatility, exchange rates, importcontrols and increased competition. Such companiesmay also be adversely affected by deplet ion ofresources, technical progress, labor relations, andgovernmental regulations. Production of industrialmaterials often exceeds demand as a result of over-building or economic downturns, leading to poorinvestment returns. Companies in the basic materialssector are at risk for environmental damage andproduct liability claims.

Consumer Goods and Consumer Services Issuers.The Dow Jones Total Market Portfolio, Enhanced IndexStrategy invests signif icantly in companies thatmanufacture or sell various consumer products and/orservices. General risks of these companies include thegeneral state of the economy, intense competition andconsumer spending trends. A decline in the economywhich results in a reduction of consumers’ disposableincome can negatively impact spending habits.Competitiveness in the retail industry will require largecapital outlays for the instal lat ion of automatedcheckout equipment to control inventory, track the saleof items and gauge the success of sales campaigns.Retailers who sell their products over the Internet havethe potential to access more consumers, but will requiresophisticated technology to remain competitive.Changes in demographics and consumer tastes canalso affect the demand for, and the success of,consumer products and services in the marketplace.

Energy Issuers. The Enhanced Sector Strategy, SectorRotation Portfolio invests significantly in energy companies.Energy companies are subject to legislative or regulatorychanges, adverse market conditions and/or increasedcompetition affecting the energy sector. The prices of thesecurities of energy companies may fluctuate widely due tochanges in value and dividend yield, which depend largelyon the price and supply of energy fuels, internationalpolitical events relating to oil producing countries, energyconservation, the success of exploration projects, and taxand other governmental regulatory policies.

Energy companies depend on their ability to find andacquire additional energy reserves. The exploration andrecovery process involves significant operating hazardsand can be very costly. An energy company has noassurance that it will find reserves or that any reservesfound will be economically recoverable. The industryalso faces substantial government regulation, includingenvironmental regulation. These regulations haveincreased costs and limited production and usage ofcertain fuels. Furthermore, certain companies involvedin the industry have also faced scrutiny for allegedaccounting irregularities that may have led to theoverstatement of their financial results, and othercompanies in the industry may face similar scrutiny.

In addition, energy companies face risks related topolitical conditions in oil producing regions (such as theMiddle East), the actions of the Organization ofPetroleum Exporting Countries (OPEC), the price andworldwide supply of oil and natural gas, the price andavailability of alternative fuels, operating hazards,government regulation and the level of consumerdemand. Political conditions of some oil producingregions have been unstable in the past. Politicalinstability or war in these regions could have a negativeimpact on your investment. Oil and natural gas pricescan be extremely volatile. OPEC controls a substantialportion of world oil production. OPEC may take actionsto increase or suppress the price or availability of oil.Various domestic and foreign government authoritiesand international cartels also impact these prices. Anysubstantial decline in these prices could have anadverse effect on energy companies.

Financial Services Issuers. The Dow Jones Total MarketPortfolio, Enhanced Index Strategy invests significantly inbanks and other financial services companies.

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

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

In response to the financial crisis, the Dodd-FrankWall Street Reform and Consumer Protection Act (the“Dodd-Frank Act”) was enacted into federal law on July21, 2010, in large part to provide increased regulationof financial institutions. The Dodd-Frank Act includessignificant reforms and refinements to modernizeexisting laws to address emerging risks and issues inthe nation’s evolving financial system. It also establishesentirely new regulatory regimes, including in areas suchas systemic risk regulation, over-the-counter derivativesmarket oversight, and federal consumer protection.

The Dodd-Frank Act will have broad impact on virtuallyall participants in the financial services industry for yearsto come, including banks, thrifts, depository institutionholding companies, mortgage lenders, insurancecompanies, industrial loan companies, broker-dealersand other securities and investment advisory firms,private equity and hedge funds, consumers, andnumerous federal agencies and the federal regulatorystructure. These regulatory changes may have adverseeffects on certain issuers in your Portfolio, such asdecreased profits or revenues. The Sponsor is unable topredict the ultimate impact of the Dodd-Frank Act, andany resulting regulation, on the securities in your Portfolioor on the financial services industry in general.

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

Banks and their holding companies are especiallysubject to the adverse effects of economic recession;volatile interest rates; portfolio concentrations ingeographic markets and in commercial and residential

real estate loans; and competition from new entrants intheir fields of business. In addition, banks and theirholding companies are extensively regulated at both thefederal and state level and may be adversely affected byincreased regulation. Economic conditions in the realestate markets have deteriorated and have had asubstantial negative effect upon banks because theygenerally have a portion of their assets invested in loanssecured by real estate.

Banks face competition from nontraditional lendingsources as regulatory changes have permitted newentrants to offer various financial products. Technologicaladvances such as the Internet allow these nontraditionallending sources to cut overhead and permit the moreefficient use of customer data. Banks continue to facetremendous pressure from mutual funds, brokeragefirms and other financial service providers in thecompetition to furnish services that were traditionallyoffered by banks. Bank profitability is largely dependenton the availability and cost of capital funds, and canfluctuate significantly when interest rates change or dueto increased competition.

Companies engaged in investment management andbroker-dealer activities are subject to volatility in theirearnings and share prices that often exceeds thevolatility of the equity market in general. Adversechanges in the direction of the stock market, investorconfidence, equity transaction volume, the level anddirection of interest rates and the outlook of emergingmarkets could adversely affect the financial stability, aswell as the stock prices, of these companies.Additionally, competitive pressures, including increasedcompetition with new and existing competitors, theongoing commoditization of traditional businesses andthe need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management andbrokerage industries. Companies involved in investmentmanagement and broker-dealer activities are alsosubject to extensive regulation by government agenciesand self-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation of such laws,regulations and rules could adversely affect the stockprices of such companies.

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Companies involved in the insurance, reinsurance andrisk management industry underwrite, sell or distributeproperty, casualty and business insurance. Many factorsaffect insurance, reinsurance and risk managementcompany profits, including interest rate movements, theimposition of premium rate caps, a misapprehension ofthe risks involved in given underwritings, competitionand pressure to compete globally, weather catastrophesor other disasters and the effects of client mergers.Individual companies may be exposed to material risksincluding reserve inadequacy and the inability to collectfrom reinsurance carriers. Insurance companies aresubject to extensive governmental regulation, includingthe imposition of maximum rate levels, which may not beadequate for some lines of business. Proposed orpotential tax law changes may also adversely affectinsurance companies’ policy sales, tax obligations andprofitability. In addition to the foregoing, profit margins ofthese companies continue to shrink due to thecommoditization of tradit ional businesses, newcompetitors, capital expenditures on new technologyand the pressure to compete globally.

Technology Issuers. The Enhanced Sector Strategy,Sector Rotation Portfol io invests signif icantly intechnology companies. These companies includecompanies that are involved in computer and businessservices, enterprise software/technical software,Internet and computer software, Internet-relatedservices, networking and telecommunicationsequipment, telecommunications services, electronicsproducts, server hardware, computer hardware andperipherals, semiconductor capital equipment andsemiconductors. These companies face risks related torapidly changing technology, rapid productobsolescence, cyclical market patterns, evolvingindustry standards and frequent new productintroductions. An unexpected change in technology canhave a significant negative impact on a company. Thefailure of a company to introduce new products ortechnologies or keep pace with rapidly changingtechnology, can have a negative impact on thecompany’s results. Technology stocks tend toexperience substantial price volatility and speculativetrading. Announcements about new products,

technologies, operating results or marketing alliancescan cause stock prices to fluctuate dramatically. Attimes, however, extreme price and volume fluctuationsare unrelated to the operating performance of acompany. This can impact your ability to redeem yourUnits at a price equal to or greater than what you paid.

Small Companies. The Portfolios may invest instocks issued by small companies. The share prices ofthese small-cap companies are often more volatile thanthose of larger companies as a result of several factorscommon to many such issuers, including limited tradingvolumes, products or financial resources, managementinexperience and less publicly available information.

Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United Statesand abroad which may have a negative impact oncertain of the companies represented in your Portfolios,or on the tax treatment of your Portfolio or of yourinvestment in a Portfolio. In addition, litigation regardingany of the issuers of the Securities, such as thatconcerning Altria Group, Inc., or of the industriesrepresented by these issuers may negatively impact theshare prices of these Securities. No one can predictwhat impact any pending or threatened litigation willhave on the share prices of the Securities.

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 2.95% of the PublicOffering Price per Unit (3.04% of the aggregate offeringprice of the Securities) at the time of purchase.

You pay the initial sales charge at the time you buyUnits. The initial sales charge is the difference betweenthe total sales charge percentage (maximum of 2.95%

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of the Public Offering Price per Unit) and the sum ofthe remaining fixed dollar deferred sales charge andthe total fixed dollar creation and development fee.The initial sales charge will be approximately 1.00% ofthe Public Offering Price per Unit depending on thePublic Offering Price per Unit. The deferred salescharge is fixed at $0.145 per Unit. Your Portfolio paysthe deferred sales charge in installments as describedin the “Fee Table.” If any deferred sales chargepayment date is not a business day, we will charge thepayment on the next business day. If you purchaseUnits after the initial deferred sales charge payment,you will only pay that portion of the payments not yetcollected. If you redeem or sell your Units prior tocollection of the total deferred sales charge, you willpay any remaining deferred sales charge uponredemption or sale of your Units. The initial anddeferred sales charges are referred to as the“transactional sales charge.” The transactional salescharge does not include the creation and developmentfee which compensates the Sponsor for creating anddeveloping your Portfolio and is described under“Expenses.” The creation and development fee is fixedat $0.05 per Unit. Your Portfolio pays the creation anddevelopment fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeemor sell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of yourUnits. Because the deferred sales charge and creationand development fee are fixed dollar amounts perUnit, the actual charges will exceed the percentagesshown in the “Fee Table” if the Public Offering Priceper Unit falls below $10 and will be less than thepercentages shown in the “Fee Table” if the PublicOffering Price per Unit exceeds $10. In no event willthe maximum total sales charge exceed 2.95% of thePublic Offering Price per Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit,your Portfolio must charge these amounts per Unitregardless of any decrease in net asset value.However, if the Public Offering Price per Unit falls to theextent that the maximum sales charge percentage

results in a dol lar amount that is less than thecombined fixed dollar amounts of the deferred salescharge and creation and development fee, your initialsales charge will be a credit equal to the amount bywhich these fixed dollar charges exceed your salescharge at the time you buy Units. In such a situation,the value of securities per Unit would exceed the PublicOffering Price per Unit by the amount of the initial salescharge credit and the value of those securities willfluctuate, which could result in a benefit or detriment toUnitholders that purchase Units at that price. The initialsales charge credit is paid by the Sponsor and is notpaid by the Portfolio. The “Fee Table” shows the salescharge calculation at a $10 Public Offering Price perUnit and the following examples illustrate the salescharge at prices below and above $10. If the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.1770 (2.95% of the Public OfferingPrice per Unit), which consists of an initial sales chargeof -$0.0180, a deferred sales charge of $0.145 and acreation and development fee of $0.05. If the PublicOffering Price per Unit rose to $14, the maximum salescharge would be $0.4130 (2.95% of the Public OfferingPrice per Unit), consisting of an initial sales charge of$0.2180, a deferred sales charge of $0.145 and thecreation and development fee of $0.05.

The actual sales charge that may be paid by aninvestor may differ slightly from the sales chargesshown herein due to rounding that occurs in thecalculation of the Public Offering Price and in thenumber of Units purchased.

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

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

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charge and creation and development fee are fixeddollar amounts per Unit, your Portfolio must chargethese amounts per Unit regardless of any discounts.However, if you are eligible to receive a discount suchthat your total sales charge is less than the fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, you will receive a credit equal to thedifference between your total sales charge and thesefixed dollar charges at the time you buy Units.

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

TransactionAmount Sales Charge______________ ______________

Less than $50,000 . . . . . . . . . . . . . . . . . . . 2.95%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 2.70$100,000 - $249,999 . . . . . . . . . . . . . . . . 2.45$250,000 - $499,999 . . . . . . . . . . . . . . . . 2.10$500,000 - $999,999 . . . . . . . . . . . . . . . . 1.85$1,000,000 or more . . . . . . . . . . . . . . . . . 1.20

Except as described below, these quantity discountlevels apply only to purchases of a single Portfolio madeby the same person on a single day from a singlebroker-dealer. We apply these sales charges as apercent of the Public Offering Price per Unit at the timeof purchase. We also apply the different purchase levelson a Unit basis using a $10 Unit equivalent. Forexample, if you purchase between 5,000 and 9,999Units, your sales charge will be 2.70% of your PublicOffering Price per Unit.

For purposes of achieving these levels you maycombine purchases of Units of a Portfolio offered in thisprospectus with purchases of units of any other VanKampen-sponsored unit investment trusts in the initialoffering period which are not already subject to areduced sales charge (including other Portfolios offeredin this prospectus). In addition, Units purchased in thename of your spouse or children under 21 living in thesame household as you will be deemed to be additionalpurchases by you for the purposes of calculating theapplicable quantity discount level. The reduced sales

charge levels will also be applicable to a trustee or otherfiduciary purchasing Units for a single trust, estate(including multiple trusts created under a single estate)or fiduciary account. To be eligible for aggregation asdescribed in this paragraph, all purchases must bemade on the same day through a single broker-dealeror selling agent. You must inform your broker-dealer ofany combined purchases before your purchase to beeligible for a reduced sales charge.

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

Rollovers and Exchanges. During the initial offeringperiod of the Portfolios 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 Portfolios 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 investors

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that utilize the same broker-dealer (or a different broker-dealer with appropriate notification) for both the Unitpurchase and the transaction resulting in the receipt ofthe termination or redemption proceeds used for the Unitpurchase. You may be required to provide appropriatedocumentation or other information to your broker-dealerto evidence your eligibility for these reduced sales chargediscounts. An exchange does not avoid a taxable eventon the redemption or termination of an interest in a trust.

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

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

Unit Price. The Public Offering Price of Units willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in the pricesof the underlying Securities in the Portfolios. 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 each

business day. The term “business day”, as used hereinand under “Rights of Unitholders--Redemption of Units”,means any day on which the New York Stock Exchangeis open for regular trading. The Public Offering Price perUnit will be effective for all orders received prior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and ordersreceived by authorized financial professionals prior to theEvaluation Time that are properly transmitted to theSponsor by the time designated by the Sponsor, arepriced based on the date of receipt. Orders received bythe Sponsor after the Evaluation Time, and ordersreceived by authorized financial professionals after theEvaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the timedesignated by the Sponsor, are priced based on thedate of the next determined Public Offering Price perUnit provided they are received timely by the Sponsor onsuch date. It is the responsibility of authorized financialprofessionals to transmit orders received by them to theSponsor so they will be received in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security isvalued at its fair value, as determined under proceduresestablished by the Trustee or an independent pricingservice used by the Trustee. In these cases, a Portfolio’snet asset value will reflect certain portfolio securities’ fairvalue rather than their market price. With respect tosecurities that are primarily listed on foreign exchanges,the value of the portfolio securities may change on dayswhen you will not be able to purchase or sell Units. Thevalue of any foreign securities is based on the applicablecurrency exchange rate as of the Evaluation Time. TheSponsor will provide price dissemination and oversightservices to the Portfolios.

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),

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federal and state registration fees, the initial fees andexpenses of the Trustee and the initial audit. YourPortfolio will sell securities to reimburse us for thesecosts at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will declinewhen the Portfolio pays these costs.

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

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

ConcessionTransaction or Agency

Amount* Commission______________ ____________Less than $50,000 . . . . . . . . . . . . . . . . . . . 2.25%$50,000 - $99,999 . . . . . . . . . . . . . . . . . . 2.00$100,000 - $249,999 . . . . . . . . . . . . . . . . . 1.75$250,000 - $499,999 . . . . . . . . . . . . . . . . 1.45$500,000 - $999,999 . . . . . . . . . . . . . . . . 1.20$1,000,000 or more . . . . . . . . . . . . . . . . . 0.65_______________

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

For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units of thePortfol ios, the regular concession or agencycommission will amount to 1.20% per Unit.

In addition to the regular concession or agencycommission set forth in the table above, all broker-dealers and other selling firms will be eligible to receiveadditional compensation based on total initial offeringperiod sales of all eligible Van Kampen unit investmenttrusts during a Quarterly Period as set forth in thefollowing 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 addi t ional vo lumeconcessions on the sale of units which are notsubject to the transactional sales charge, however,such sales will be included in determining whether afirm has met the sales level breakpoints set forth inthe table above. Secondary market sales of all unitinvestment trusts are excluded for purposes of thesevolume concessions. Notwithstanding the foregoing,Wells Fargo Advisors wi l l receive the maximumvolume concession set forth in the table above for alle l ig ib le unit sales. The Sponsor wi l l pay theseamounts out of the transact ional sales chargereceived on units within a reasonable time followingeach Quarterly Period. For a trust to be eligible forthis additional compensation for Quarterly Periodsales, the trust’s prospectus must include disclosurerelated to this additional compensation; a trust is notel ig ib le for th is addit ional compensat ion i f theprospectus for such trust does not include disclosurerelated to this additional compensation.

In addition to the regular concession and additionalvolume concessions set forth in the tables above,Preferred Distributors will receive a reallowance of0.10% of the Public Offering Price per Unit of all Unitssold dur ing a Quarter ly Per iod. This addit ionalcompensation will be paid to Preferred Distributors asan additional broker-dealer concession at the timeUnits are purchased unless the Preferred Distributornotifies the Sponsor that it elects to receive a separatepayment following each applicable Quarterly Period.The “Preferred Distributors” include (1) the followingfirms and their affiliates: Edward D. Jones & Co., L.P.,Merrill Lynch, Pierce, Fenner & Smith Incorporated,Morgan Stanley Smith Barney LLC, UBS FinancialServices Inc. and Wells Fargo Advisors and (2) any

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selling firm that has achieved aggregate sales of VanKampen unit investment trusts of either $30 million inthe three-month period preceding the related QuarterlyPeriod or $100 million in the twelve-month periodpreceding the related Quarterly Period. PreferredDistr ibutors wi l l not receive th is addit ionalcompensation on the sale of Units which are notsubject to the transactional sales charge, however,such sales will be included in determining whether af i rm has met the sales levels descr ibed in thepreceding sentence for purposes of qualifying as aPreferred Distributor. Secondary market sales of Unitsare excluded for purposes of this Preferred Distributorcompensation.

Except as provided in this section, any sales chargediscount provided to investors will be borne by the sellingbroker-dealer or agent. For all secondary markettransactions the total concession or agency commissionwill amount to 80% of the sales charge. Notwithstandinganything to the contrary herein, in no case shall the total ofany concessions, agency commissions and any additionalcompensation allowed or paid to any broker, dealer orother distributor of Units with respect to any individualtransaction exceed the total sales charge applicable tosuch transaction. The Sponsor reserves the right to reject,in whole or in part, any order for the purchase of Units andto change the amount of the concession or agencycommission to dealers and others from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of 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 Portfolios 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 wil lreceive the total sales charge applicable to eachtransact ion. Except as provided under “UnitDistr ibut ion” above, any sales charge discountprovided to investors will be borne by the sellingbroker-dealer or agent. In addition, the Sponsor willrealize a profit or loss as a result of the differencebetween the price paid for the Securities by theSponsor and the cost of the Securit ies to eachPortfolio on the Initial Date of Deposit as well as onsubsequent deposits. See “Notes to Portfolios”. TheSponsor has not participated as sole underwriter or asmanager or as a member of the underwrit ingsyndicates or as an agent in a private placement forany of the Securities. The Sponsor may realize profit orloss as a result of the possible fluctuations in themarket value of Units held by the Sponsor for sale tothe public. In maintaining a secondary market, theSponsor will realize profits or losses in the amount ofany difference between the price at which Units arepurchased and the price at which Units are resold(which price includes the applicable sales charge) orfrom a redemption of repurchased Units at a priceabove or below the purchase price. Cash, if any, madeavailable to the Sponsor prior to the date of settlementfor the purchase of Units may be used in the Sponsor’sbusiness and may be deemed to be a benefit to theSponsor, subject to the limitations of the SecuritiesExchange Act of 1934.

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

Market for Units. Although it is not obligated todo so, the Sponsor may maintain a market for Unitsand to purchase Units at the secondary marketrepurchase price (which is described under “Right ofUnitholders--Redemption of Units”). The Sponsor may

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discont inue purchases of Units or discont inuepurchases at this price at any time. In the event that asecondary market is not maintained, a Unitholder willbe able to dispose of Units by tendering them to theTrustee for redemption at the Redemption Price. See“Rights of Uni tholders--Redempt ion of Uni ts”.Unitholders should contact their broker to determinethe best price for Units in the secondary market. Unitssold prior to the time the entire deferred sales chargehas been collected will be assessed the amount ofany remaining deferred sales charge at the time ofsale. The Trustee will notify the Sponsor of any Unitstendered for redemption. If the Sponsor’s bid in thesecondary market equals or exceeds the RedemptionPrice per Unit, it may purchase the Units not laterthan the day on which Units would have beenredeemed by the Trustee. The Sponsor may sellrepurchased Units at the secondary market PublicOffering Price per Unit.

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

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

Initial sales charge 0.00%Deferred sales charge 0.00______

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

Total sales charge 0.50%____________

You should consult the “Public Offering--ReducingYour Sales Charge” section for specific information onthis and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the r ight to l imit or denypurchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to a Portfolio.

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net ofexpenses, and any net proceeds from the sale ofSecurities received by a Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”. Inaddition, the Portfolios will generally make requireddistributions at the end of each year because each isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive af inal distr ibution of income when their Portfol ioterminates. A person becomes a Unitholder of recordon the date of settlement (generally three businessdays after Units are ordered). Unitholders may elect toreceive distributions in cash or to have distributionsreinvested into additional Units.

Dividends and interest received by a Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition of any Securities after a Record Date andprior to the following Distribution Date will be held in theCapital Account and not distributed until the next

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Distribution Date. Any distribution to Unitholdersconsists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts as ofthe related Record Date.

Estimated Distributions. The estimated initialdistribution and estimated net annual income per Unitmay be shown under “Essential Information.” Generally,the estimate of the income a 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 a Portfolio will be sold to pay for theorganization costs, deferred sales charge and creationand development fee. Securities may also be sold to payregular fees and expenses during a Portfolio’s life.Dividend and income conventions for certain companiesand/or certain countries differ from those typically used inthe United States and in certain instances,dividends/income paid or declared over several years orother periods may be used to estimate annualdistributions. The actual net annual income distributionsyou receive will vary from the estimated amount due tochanges in a Portfolio’s fees and expenses, in actualincome received by a Portfolio, currency fluctuations andwith changes in a Portfolio such as the acquisition, call,maturity or sale of Securities. Due to these and variousother factors, actual income received by a Portfolio willmost likely differ from the most recent dividends orscheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additionalUnits without a sales charge (to the extent Units maybe lawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers are set forthunder “Essential Information”. Brokers and dealers canuse the Dividend Reinvestment Service through

Depository Trust Company (“DTC”) or purchase aReinvest CUSIP, if available. To participate in thisreinvestment option, a Unitholder must file with theTrustee a written notice of election, together with anyother documentation that the Trustee may thenrequire, at least five days prior to the related RecordDate. A Unitholder’s election will apply to all Unitsowned by the Unitholder and will remain in effect untilchanged by the Unitholder. The reinvestment option isnot offered during the 30 days prior to termination. IfUnits are unavai lable for re investment or th isreinvestment option is no longer available, distributionswill be paid in cash. Distributions will be taxable toUnitholders if paid in cash or automatically reinvestedin 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 of areinvestment 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 Trust Division,111 Sanders Creek Parkway, East Syracuse, New York13057, on any day the New York Stock Exchange isopen. No redemption fee will be charged by the Sponsoror the Trustee, but you are responsible for applicablegovernmental charges, if any. Units redeemed by theTrustee will be canceled. You may redeem all or a portionof your Units by sending a request for redemption to yourbank or broker-dealer through which you hold your Units.No later than the seventh day following the tender, theUnitholder will be entitled to receive in cash an amountfor each Unit equal to the Redemption Price per Unit nextcomputed on the date of tender. The “date of tender” isdeemed to be the date on which Units are received bythe Trustee, except that with respect to Units received bythe Trustee after the Evaluation Time or on a day which isnot a Portfolio business day, the date of tender is

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deemed 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.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units of thePortfolios (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 distribution ofSecurities within thirty days of a Portfolio’s termination.The Portfolios generally will not offer in kind distributionsof portfolio 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 in kinddistribution to facilitate the distribution of whole shares.The in kind distribution option may be modified ordiscontinued at any time without notice. Notwithstandingthe foregoing, if the Unitholder requesting an in kinddistribution is the Sponsor or an affiliated person of thePortfolio, the Trustee may make an in kind distribution tosuch Unitholder provided that no one with a pecuniaryincentive to influence the in kind distribution mayinfluence selection of the distributed securities, thedistribution must consist of a pro rata distribution of allportfolio securities (with limited exceptions) and the inkind distribution may not favor such affiliated person tothe detriment of any other Unitholder.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securit ies areredeemed in kind or sold, the size of a Portfolio will be,and the diversity of a Portfolio may be, reduced. Salesmay be required at a time when Securities would nototherwise be sold and may result in lower prices thanmight otherwise be realized. The price received uponredemption may be more or less than the amount paidby 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 each Portfolio determined onthe basis of (i) the cash on hand in the Portfolio, (ii) thevalue of the Securities in the Portfolio and (iii) dividendsreceivable or other income distr ibutions on theSecurities in the Portfolio trading ex-dividend as of thedate of computation, less (a) amounts representingtaxes or other governmental charges payable out of thePortfolio, (b) the accrued expenses of the Portfolio(including costs associated with liquidating securitiesafter the end of the initial offering period) and (c) anyunpaid deferred sales charge payments. During theinitial offering period, the redemption price and thesecondary market repurchase price are not reduced bythe estimated organization costs or the creation anddevelopment fee. For these purposes, the Trustee willdetermine the value of the Securities as describedunder “Public Offering--Unit Price”.

The right of redemption may be suspended andpayment postponed for any period during which theNew York Stock Exchange is closed, other than forcustomary weekend and holiday closings, or any periodduring which the SEC determines that trading on thatExchange is restricted or an emergency exists, as aresult of which disposal or evaluation of the Securities isnot reasonably practicable, or for other periods as theSEC may permit.

Exchange Option. When you redeem Units of yourPortfolio or when your Portfolio terminates, you may beable to exchange your Units for units of other VanKampen unit trusts at a reduced sales charge. You

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should contact your financial professional for moreinformation about trusts currently available forexchanges. Before you exchange Units, you should readthe prospectus of the new trust carefully and understandthe risks and fees. You should then discuss this optionwith your financial professional to determine whetheryour investment goals have changed, whether currenttrusts suit you and to discuss tax consequences. Anexchange is a taxable event to you. We may discontinuethis option at any time.

Rollover. We may offer a subsequent series of eachPortfolio for a Rollover when the Portfolios terminate.

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, your Unitswill be redeemed on the Mandatory Termination Date. Asthe redemption proceeds become available, the proceeds(including dividends) will be invested in a new trust seriesat the public offering price for the new trust. The Trusteewill attempt to sell Securities to satisfy the redemption asquickly as practicable on the Mandatory Termination Date.We do not anticipate that the sale period will be longerthan one day, however, certain factors could affect theability to sell the Securities and could impact the length ofthe sale period. The liquidity of any Security depends onthe daily 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 strategies or objectives as thecurrent Portfolios. We cannot guarantee that a Rolloverwill avoid any negative market price consequencesresulting from trading large volumes of securities. Marketprice trends may make it advantageous to sell or buysecurities more quickly or more slowly than permitted bythe Portfolio procedures. We may, in our sole discretion,modify a Rollover or stop creating units of a trust at anytime regardless of whether all proceeds of Unitholdershave been reinvested in a Rollover. If we decide not to

offer a subsequent series, Unitholders will be notifiedprior to the Mandatory Termination Date. Cash which hasnot been reinvested in a Rollover will be distributed toUnitholders shortly after the Mandatory Termination Date.Rollover participants may receive taxable dividends orrealize taxable capital gains which are reinvested inconnection with a Rollover but may not be entitled to adeduction for capital losses due to the “wash sale” taxrules. Due to the reinvestment in a subsequent trust, nocash will be distributed to pay any taxes. See “Taxation”.

Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealer willbe recorded in book-entry form and credited to theaccount of your bank or broker-dealer at DTC. Units aretransferable by contacting your bank or broker-dealerthrough which you hold your Units. Transfer, and therequirements therefore, wil l be governed by theapplicable procedures of DTC and your agreement withthe DTC participant in whose name your Units areregistered on the transfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends and other amounts received bya 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 Portfolios are notmanaged funds and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfolio based on advice from theSupervisor. These situations may include events such asthe issuer having defaulted on payment of any of its

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outstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors exist sothat in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a merger oracquisition has been announced affecting a Security, theTrustee may either sell the Security or accept an offer ifthe Supervisor determines that the sale or exchange is inthe best interest of Unitholders. The Trustee will distributeany cash proceeds to Unitholders. In addition, theTrustee may sell Securities to redeem Units or payPortfolio expenses or deferred sales charges. If securitiesor property are acquired by a Portfolio, the Sponsor maydirect the Trustee to sell the securities or property anddistribute the proceeds to Unitholders or to accept thesecurities or property for deposit in the Portfolio. Shouldany contract for the purchase of any of the Securities fail,the Sponsor will (unless substantially all of the moneysheld in the Portfolio to cover the purchase are reinvestedin substitute Securities in accordance with the TrustAgreement) refund the cash and sales charge attributableto the failed contract to all Unitholders on or before thenext Distribution Date.

The Sponsor may direct the reinvestment of proceedsof the sale of Securities if the sale is the direct result ofserious adverse credit factors which, in the opinion ofthe Sponsor, would make retention of the Securitiesdetrimental to your Portfolio. In such a case, theSponsor may, but is not obligated to, direct thereinvestment of sale proceeds in any other securitiesthat meet the criteria for inclusion in your Portfolio on theInitial Date of Deposit. The Sponsor may also instruct theTrustee to take action necessary to ensure that yourPortfolio continues to satisfy the qualifications of aregulated investment company and to avoid impositionof tax on undistributed income of the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for a Portfolio, itmay be necessary for the Supervisor to specifyminimum amounts (generally 100 shares) in whichblocks of Securit ies are to be sold. In effectingpurchases and sales of portfolio securities, the Sponsormay direct that orders be placed with and brokerage

commissions be paid to brokers, including brokerswhich may be affiliated with the Portfolios, the Sponsoror dealers participating in the offering of Units.

Pursuant to an exemptive order, a terminatingPortfolio may be permitted to sell Securities to a newtrust series if those Securities are included in the newtrust. The exemption may enable a Portfolio to eliminatecommission costs on these transactions. The price forthose securities will be the closing sale price on the saledate on the exchange where the Securit ies areprincipally traded, as certified by the Sponsor.

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

Termination. Your Portfolio will terminate on theMandatory Termination Date or upon the sale or otherdisposition of the last Security held in the Portfolio.Your Portfolio may be terminated at any time withconsent of Unitholders representing two-thirds of theoutstanding Units or by the Trustee when the value ofthe Portfolio is less than $500,000 ($3,000,000 if thevalue of the Portfolio has exceeded $15,000,000) (the“Minimum Termination Value”). Your Portfolio will beliquidated by the Trustee in the event that a sufficientnumber of Units of the Portfolio not yet sold aretendered for redemption by the Sponsor, so that thenet worth of the Portfolio would be reduced to lessthan 40% of the value of the Securities at the time theywere deposited in the Portfolio. If your Portfolio isliquidated because of the redemption of unsold Unitsby the Sponsor, the Sponsor will refund to eachpurchaser of Units the entire sales charge paid by suchpurchaser. Unitholders wi l l be not i f ied of anytermination. The Trustee may begin to sell Securities inconnection with a Portfolio termination nine business

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days before, and no later than, the MandatoryTermination Date. Approximately forty-five days beforethis date, the Trustee will notify Unitholders of thetermination and provide a form enabling qualifiedUnitholders to elect an in kind distribution of Securities,provided that Unitholders may not request an in kinddistr ibution of Securit ies within thirty days of aPortfolio’s termination. Any in kind distribution ofSecurities will be made in the manner and subject tothe restrictions described under “Rights of Unitholders--Redemption of Units”, provided that, in connectionwith an in kind distribution election more than 30 daysprior to termination, Unitholders tendering 1,000 ormore Units of a Portfolio (or such higher amount asmay be required by your broker-dealer or selling agent)may request an in kind distribution of Securities equalto the Redemption Price per Unit on the date of tender.Unitholders will receive a final cash distribution within areasonable time after the Mandatory Termination Date.All distributions will be net of Portfolio expenses andcosts. Unitholders will receive a final distributionstatement following termination. The InformationSupplement contains further information regardingterminat ion of your Portfol io. See “Addit ionalInformation”.

Limitations on Liabilities. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action ingood faith pursuant to the Trust Agreement, or for errorsin judgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligencein the case of the Trustee) in the performance of theirduties or by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is notliable for depreciation or loss incurred by reason of thesale by the Trustee of any of the Securities. In the eventof the failure of the Sponsor to act under the TrustAgreement, the Trustee may act thereunder and is notbe liable for any action taken by it in good faith underthe Trust Agreement. The Trustee is not liable for anytaxes or other governmental charges imposed on theSecurities, on it as Trustee under the Trust Agreementor on a Portfolio which the Trustee may be required topay under any present or future law of the United States

of America or of any other taxing authority havingjurisdiction. In addition, the Trust Agreement containsother customary provisions limiting the liability of theTrustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinationsby the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Van Kampen Funds Inc. is the Sponsor ofyour Portfol ios. The Sponsor is a wholly ownedsubsidiary of Van Kampen Investments Inc. (“VanKampen Investments”). Van Kampen Investments is adiversif 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 and highnet 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, Texas77046-1173. As of December 31, 2009, the totalstockholders’ equity of Van Kampen Funds Inc. was$161,397,932 (unaudited). The current assets undermanagement and supervision by Invesco and itsaffiliates were valued at approximately $580 billion as ofMarch 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 aretaken over by public authorities, then the Trustee may

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( i ) appoint a successor Sponsor at rates ofcompensat ion deemed by the Trustee to bereasonable and not exceeding amounts prescribed bythe SEC, ( i i ) terminate the Trust Agreement andliquidate the Portfolios as provided therein or (iii)continue to act as Trustee without terminating theTrust Agreement.

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

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolios 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.

This federal income tax summary is based in part onthe advice of counsel to the Sponsor. The InternalRevenue Service could disagree with any conclusions

set forth in this section. In addition, our counsel was notasked to review the federal income tax treatment of theassets to be deposited in your Portfolio.

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

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

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement that separates your Portfolio’s distributionsinto two categories, ordinary income distributions andcapital gains dividends. Ordinary income distributionsare generally taxed at your ordinary tax rate, however,as further discussed below, certain ordinary incomedistributions received from your Portfolio may be taxedat the capital gains tax rates for taxable years beginningbefore January 1, 2011. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be designated by the Portfolio asbeing eligible 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, yourPortfolio 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 orredeem your Units, you will generally recognize a

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taxable gain or loss. To determine the amount of thisgain or loss, you must subtract your adjusted tax basisin your Units from the amount you receive in thetransaction. Your initial tax basis in your Units isgenerally equal to the cost of your Units, generallyincluding sales charges. In some cases, however, youmay have to adjust your tax basis after you purchaseyour Units.

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

Net capital gain equals net long-term capital gainminus net short-term capital loss for the taxable year.Capital gain or loss is long-term if the holding period forthe asset is more than one year and is short-term if theholding period for the asset is one year or less. You mustexclude the date you purchase your Units to determineyour holding period. However, if you receive a capital gaindividend from your Portfolio and sell your Units at a lossafter holding it for six months or less, the loss will berecharacterized as long-term capital loss to the extent ofthe capital gain dividend received. The tax rates for capitalgains realized from assets held for one year or less aregenerally the same as for ordinary income. The InternalRevenue Code of 1986, as amended treats certain capitalgains as ordinary income in special situations.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as your Portfolio may betaxed at the same rates that apply to net capital gain(as discussed above), provided certain holding periodrequirements are satisfied and provided the dividendsare attributable to qualified dividend income received by

the Portfolio itself. These special rules relating to thetaxation of qualified dividend income from regulatedinvestment companies generally apply to taxable yearsbeginning before January 1, 2011. Each Portfolio willprovide notice to its Unitholders of the amount of anydistribution which may be taken into account asqualified dividend income which is eligible for the newcapital gains tax rates.

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

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

Deductibility of Portfolio Expenses. Generally,expenses incurred by your Portfolio will be deductedfrom the gross income received by your Portfolio andonly your share of the Portfolio’s net income will be paidto you and reported as taxable income to you. However,if the Units of your Portfolio are held by fewer than 500Unitholders at any time during a taxable year, yourPortfolio will generally not be able to deduct certainexpenses from income, thus resulting in your reportedshare of your Portfolio’s taxable income being increasedby your share of those expenses, even though you donot receive a corresponding cash distribution. In this case

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you may be able to take a deduction for these expenses;however, certain miscellaneous itemized deductions,such as investment expenses, may be deducted byindividuals only to the extent that all of these deductionsexceed 2% of the individual’s adjusted gross income.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or 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 Portfoliodesignates as capital gain dividends) and will be subjectto U.S. income taxes, including withholding taxes,subject to certain exceptions described below. Howeverdistributions received by a foreign investor from thePortfolio that are properly designated 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 your Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes yourPortfolio paid to other countries. In this case, dividendstaxed to you will include your share of the taxes yourPortfolio paid to other countries. You may be able todeduct or receive a tax credit for your share of thesetaxes if your Portfolio meets certain requirements forpassing through such deductions or credits to you.

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

PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowill generally accrue on a daily basis. Portfolio operatingfees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costsare generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold to

pay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“Services Less Rent of Shelter” in the Consumer PriceIndex for All Urban Consumers or, if this category is notpublished, in a comparable category.

Organization Costs. You and the otherUni tholders wi l l bear a l l or a port ion of theorganization costs and charges incurred in connectionwith the establishment of your Portfolio. These costsand charges will include the cost of the preparation,pr int ing and execut ion of the trust agreement,registration statement and other documents relatingto your Portfolio, federal and state registration feesand costs, the init ia l fees and expenses of theTrustee, and legal and auditing expenses. The PublicOffering Price of Units includes the estimated amountof these costs. The Trustee wi l l deduct theseexpenses from your Portfolio’s assets at the end ofthe initial offering period.

Creation and Development Fee. The Sponsorwill receive a fee from your Portfolio for creating anddeveloping the Portfolio, including determining thePortfolio’s objectives, policies, composition and size,selecting service providers and information services andfor providing other similar administrative and ministerialfunctions. The creation and development fee is a chargeof $0.05 per Unit. The Trustee will deduct this amountfrom your Portfolio’s assets as of the close of the initialoffering period. No portion of this fee is applied to thepayment of distribution expenses or as compensationfor sales efforts. This fee will not be deducted fromproceeds received upon a repurchase, redemption orexchange of Units before the close of the initial publicoffering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest bearing

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to Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fee 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 fol lowingadditional charges are or may be incurred by yourPortfolio: (a) normal expenses (including the cost ofmailing reports to Unitholders) incurred in connectionwith the operation of the Portfolio, (b) fees of the Trusteefor extraordinary 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) foreigncustodial and transaction fees (which may includecompensation paid to the Trustee or its subsidiaries oraffiliates), (h) costs associated with liquidating thesecurities held in the Portfolio, (i) any offering costsincurred after the end of the initial offering period and (j)expenditures incurred in contacting Unitholders upontermination of the Portfolio. Each Portfolio may pay theexpenses of updating its registration statement eachyear. The Portfolios will pay license fees to CME andHorizon Investment Services, LLC for use of certainservice marks and other property.

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 statements of condition and the relatedportfolios included in this prospectus have been auditedby Grant Thornton LLP, independent registered publicaccounting firm, as set forth in their report in thisprospectus, and are included herein in reliance uponthe authority of said firm as experts in accounting andauditing.

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout your 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.

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TABLE OF CONTENTS

Title Page

The Dow Jones Total Market Portfolio, Enhanced Index Strategy ..................................................... 2

Enhanced Sector Strategy, Sector Rotation Portfolio................................................. 10

Portfolio Strategies .................................................. 15Glossary of Strategy Screens................................... 20Notes to Hypothetical Performance Tables .............. 22Notes to Portfolios................................................... 22Report of Independent Registered Public

Accounting Firm .................................................. 23Statements of Condition ......................................... 24The Portfolios .......................................................... A-1Objectives and Securities Selection ......................... A-2Risk Factors ............................................................ A-3Public Offering ......................................................... A-6Retirement Accounts ............................................... A-12Fee Accounts .......................................................... A-12Rights of Unitholders ............................................... A-12Portfolio Administration............................................ A-15Taxation .................................................................. A-18Portfolio Operating Expenses .................................. A-20Other Matters .......................................................... A-21Additional Information.............................................. A-21

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

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

U-EMSPRO1053

PROSPECTUS

December 7, 2010



Please retain this prospectus for future reference

INVESCO

Information Supplement



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

Table of ContentsPage

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . 2The Indexes . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Sponsor Information . . . . . . . . . . . . . . . . . . . . . 9Trustee Information . . . . . . . . . . . . . . . . . . . . . . 10Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Portfolio Termination . . . . . . . . . . . . . . . . . . . . . 12

INVESCO

2

RISK FACTORSPrice Volatility. Because the Portfolios invest in

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

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.

Basic Materials Issuers. Certain Portfolios mayinvest significantly in basic materials companies.Companies in the basic materials sector could beadversely affected by commodity price volati l ity,exchange rates, import controls and increasedcompetition. Such companies may also be adverselyaffected by depletion of resources, technical progress,labor relat ions, and governmental regulat ions.Production of industrial materials often exceedsdemand as a result of over-building or economicdownturns, leading to poor investment returns.Companies in the basic materials sector are at risk forenvironmental damage and product liability claims.

Consumer Goods and Consumer ServicesIssuers. Certain Portfolios may invest significantly inissuers that manufacture or sell consumer products.The profitability of these companies will be affected byvarious factors including the general state of theeconomy and consumer spending trends. In the past,there have been major changes in the retai lenvironment due to the declaration of bankruptcy bysome of the major corporations involved in the retailindustry, particularly the department store segment.The continued viability of the retail industry will dependon the 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 addit ion,competitiveness of the retail industry will require largecapital outlays for investment in the installation ofautomated checkout equipment to control inventory, totrack the sale of individual items and to gauge thesuccess of sales campaigns. Changes indemographics and consumer tastes can also affect thedemand for, and the success of, consumer productsand services in the marketplace. Increasing employeeand retiree benefit costs may also have an adverse

effect on the industry. In many sectors of the retailindustry, competition may be fierce due to marketsaturation, converging consumer tastes and otherfactors. Because of these factors and the recentincrease in trade opportunities with other countries,American retailers are now entering global marketswhich entail added risks such as sudden weakening offoreign economies, difficulty in adapting to localconditions and constraints and added research costs.

Energy Issuers. An investment in Units of certainPortfolios should be made with an understanding ofthe problems and risks inherent in the energy industryin general.

Energy companies are subject to legislative orregulatory changes, adverse market conditions and/orincreased competition affecting the energy sector. Theprices of the securities of energy companies mayfluctuate widely due to changes in value and dividendyield, which depend largely on the price and supply ofenergy fuels, international political events relating to oilproducing countries, energy conservation, the successof exploration projects, and tax and other governmentalregulatory policies.

Energy companies depend on their ability to find andacquire additional energy reserves. The exploration andrecovery process involves significant operating hazardsand can be very costly. An energy company has noassurance that it will find reserves or that any reservesfound will be economically recoverable. The industryalso faces substantial government regulation, includingenvironmental regulation. These regulations haveincreased costs and limited production and usage ofcertain fuels. Furthermore, certain companies involvedin the industry have also faced scrutiny for allegedaccounting irregularities that may have led to theoverstatement of their financial results, and othercompanies in the industry may face similar scrutiny.

In addition, energy companies face risks related topolitical conditions in oil producing regions (such as theMiddle East), the actions of the Organization ofPetroleum Exporting Countries (OPEC), the price andworldwide supply of oil and natural gas, the price andavailability of alternative fuels, operating hazards,

government regulation and the level of consumerdemand. Political conditions of some oil producingregions have been unstable in the past. Politicalinstability or war in these regions could have a negativeimpact on your investment. Oil and natural gas pricescan be extremely volatile. OPEC controls a substantialportion of world oil production. OPEC may take actionsto increase or suppress the price or availability of oil.Various domestic and foreign government authoritiesand international cartels also impact these prices. Anysubstantial decline in these prices could have anadverse effect on energy companies.

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

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

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

Banks and their holding companies are especiallysubject to the adverse effects of economic recession,volatile interest rates, portfolio concentrations in

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geographic markets and in commercial and residentialreal estate loans, and competition from new entrants intheir fields of business. Banks are highly dependent onnet interest margin. Bank prof itabi l i ty is largelydependent on the availability and cost of capital funds,and can fluctuate significantly when interest rateschange or due to increased competition. Banks hadreceived significant consumer mortgage fee income asa result of activity in mortgage and refinance markets.As initial home purchasing and refinancing activitysubsided as a result of increasing interest rates andother factors, this income diminished. Economicconditions in the real estate markets have deterioratedand have had a substantial negative effect upon banksbecause they generally have a portion of their assetsinvested in loans secured by real estate. Banks andtheir holding companies are subject to extensive federalregulat ion and, when such institut ions arestate-chartered, to state regulation as well. Suchregulations impose strict capital requirements andlimitations on the nature and extent of businessactivities that banks may pursue. Furthermore, bankregulators have a wide range of discretion in connectionwith their supervisory and enforcement authority andmay substantially restrict the permissible activities of aparticular institution if deemed to pose significant risksto the soundness of such institution or the safety of thefederal deposit insurance fund. Regulatory actions,such as increases in the minimum capital requirementsapplicable to banks and increases in deposit insurancepremiums required to be paid by banks and thrifts tothe Federal Deposit Insurance Corporation (“FDIC”), cannegatively impact earnings and the ability of a companyto pay dividends. Neither federal insurance of depositsnor governmental regulations, however, insures thesolvency or profitability of banks or their holdingcompanies, or insures against any risk of investment inthe securities issued by such institutions.

The statutory requirements applicable to andregulatory supervision of banks and their holdingcompanies have increased significantly and haveundergone substantial change in recent years. To a greatextent, these changes are embodied in the FinancialInstitutions Reform, Recovery and Enforcement Act;

enacted in August 1989, the Federal Deposit InsuranceCorporation Improvement Act of 1991, and theregulations promulgated under these laws. Many of theregulations promulgated pursuant to these laws haveonly recently been finalized and their impact on thebusiness, financial condition and prospects of theSecurities in the Trust’s portfolio cannot be predictedwith certainty. The Gramm-Leach-Bli ley Actfinancial-services overhaul legislation allows banks,securities firms and insurance companies to form one-stop financial conglomerates marketing a wide range offinancial service products to investors. This legislationhas resulted in increased merger activity and heightenedcompetition among existing and new participants in thefield. Legislation to liberalize interstate banking hasrecently been signed into law. Under the legislation,banks will be able to purchase or establish subsidiarybanks in any state, one year after the legislation’senactment. Since mid-1997, banks have been allowedto turn existing banks into branches. Consolidation islikely to continue. The SEC and the Financial AccountingStandards Board require the expanded use of marketvalue accounting by banks and have imposed rulesrequiring market accounting for investment securitiesheld in trading accounts or available for sale. Adoption ofadditional such rules may result in increased volatility inthe reported health of the industry, and mandatedregulatory intervention to correct such problems.Additional legislative and regulatory changes may beforthcoming. For example, the bank regulatoryauthorities have proposed substantial changes to theCommunity Reinvestment Act and fair lending laws,rules and regulations, and there can be no certainty asto the effect, if any, that such changes would have onthe Securities in a Portfolio. In addition, from time to timethe deposit insurance system is reviewed by Congressand federal regulators, and proposed reforms of thatsystem could, among other things, further restrict theways in which deposited moneys can be used by banksor reduce the dollar amount or number of depositsinsured for any depositor. Such reforms could reduceprofitability, as investment opportunities available to bankinstitutions become more limited and as consumers lookfor savings vehicles other than bank deposits. Banksface signif icant competit ion from other f inancial

institutions such as mutual funds, credit unions,mortgage banking companies and insurancecompanies, and increased competition may result fromlegislative broadening of regional and national interstatebanking powers. Among other benefits, such legislationallows banks and bank holding companies to acquireacross previously prohibited state l ines and toconsolidate their various bank subsidiaries into one unit.Neither the Sponsor nor the Underwriter makes anyprediction as to what, if any, manner of bank regulatoryactions might ultimately be adopted or what ultimateeffect such actions might have on a Portfolio.

The Federal Bank Holding Company Act of 1956generally prohibits a bank holding company from (1)acquiring, directly or indirectly, more than 5% of theoutstanding shares of any class of voting securities of abank or bank holding company, (2) acquiring control of abank or another bank holding company, (3) acquiring all orsubstantially all the assets of a bank, or (4) merging orconsolidating with another bank holding company, withoutfirst obtaining Federal Reserve Board (“FRB”) approval. Inconsidering an application with respect to any suchtransaction, the FRB is required to consider a variety offactors, including the potential anti-competitive effects ofthe transaction, the financial condition and futureprospects of the combining and resulting institutions, themanagerial resources of the resulting institution, theconvenience and needs of the communities the combinedorganization would serve, the record of performance ofeach combining organization under the CommunityReinvestment Act and the Equal Credit Opportunity Act,and the prospective availability to the FRB of informationappropriate to determine ongoing regulatory compliancewith applicable banking laws. In addition, the federalChange In Bank Control Act and various state lawsimpose limitations on the ability of one or more individualsor other entities to acquire control of banks or bankholding companies.

The FRB has issued a policy statement on thepayment of cash dividends by bank holding companies.In the policy statement, the FRB expressed its view thata bank holding company experiencing earningsweaknesses should not pay cash dividends whichexceed its net income or which could only be funded in

ways that would weaken its financial health, such as byborrowing. The FRB also may impose limitations on thepayment of dividends as a condition to its approval ofcertain applications, including applications for approvalof mergers and acquisitions. Neither the Sponsor northe Underwriter makes any prediction as to the effect, ifany, such laws will have on the Securities or whethersuch approvals, if necessary, will be obtained.

Companies engaged in the investment managementindustry are subject to the adverse effects of economicrecession, volatile interest rates, and competition fromnew entrants in their fields of business. Adverse changesin the direction of the stock market, investor confidence,equity transaction volume, the level and direction ofinterest rates and the outlook of emerging markets couldadversely affect the financial stability, as well as the stockprices, of these companies. Additionally, competitivepressures, including increased competition with new andexisting competitors, the ongoing commoditization oftraditional businesses and the need for increased capitalexpenditures on new technology could adversely impactthe profit margins of companies in the investmentmanagement and brokerage industries. Companiesinvolved in the investment management industry are alsosubject to extensive regulation by government agenciesand self-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation of such laws,regulations and rules could adversely affect the stockprices of such companies.

Companies involved in the insurance, reinsuranceand risk management industry underwrite, sell ordistribute property, casualty and business insurance.Many factors affect insurance, reinsurance and riskmanagement company profits, including but not limitedto interest rate movements, the imposition of premiumrate caps, a misapprehension of the risks involved ingiven underwritings, competition and pressure tocompete globally, weather catastrophes or otherdisasters and the effects of client mergers. Individualcompanies may be exposed to material risks includingreserve inadequacy and the inability to collect fromreinsurance carriers. Insurance companies are subjectto extensive governmental regulation, including theimposition of maximum rate levels, which may not be

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adequate for some lines of business. Proposed orpotential tax law changes may also adversely affectinsurance companies’ policy sales, tax obligations andprofitability. In addition to the foregoing, profit margins ofthese companies continue to shrink due to thecommodit izat ion of tradit ional businesses, newcompetitors, capital expenditures on new technologyand the pressure to compete globally.

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

• the inherent uncertainty in the process ofestablishing property-liability loss reserves,and the fact that ultimate losses couldmaterially exceed established loss reserves,which could have a material adverse effecton results of operations and financialcondition;

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

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

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

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

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

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

The state insurance regulatory framework has, duringrecent years, come under increased federal scrutiny,and certain state legislatures have considered orenacted laws that alter and, in many cases, increasestate authority to regulate insurance companies andinsurance holding company systems. Further, theNational Association of Insurance Commissioners(“NAIC”) and state insurance regulators arere-examining existing laws and regulations, specificallyfocusing on insurance companies, interpretations ofexisting laws and the development of new laws. Inaddition, Congress and certain federal agencies haveinvestigated the condition of the insurance industry inthe United States to determine whether to promulgateadditional federal regulation. The Sponsor is unable topredict whether any state or federal legislation will beenacted to change the nature or scope of regulation ofthe insurance industry, or what effect, if any, suchlegislation would have on the industry.

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

Technology Issuers. Certain Portfolios may investsignificantly in issuers within the technology industry. APortfolio, and therefore Unitholders, may be particularlysusceptible to a negative impact resulting from adversemarket conditions or other factors affecting technologyissuers because any negative impact on the technologyindustry will not be diversified among issuers withinother unrelated industries. Accordingly, an investment in

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Units should be made with an understanding of thecharacteristics of the technology industry and the riskswhich such an investment may entail.

Technology companies generally include companiesinvolved in the development, design, manufacture andsale of computers, computer related equipment,computer networks, communications systems,telecommunications products, electronic products, andother related products, systems and services. Themarket for technology products and services, especiallythose specifically related to the Internet, is characterizedby rapidly changing technology, rapid productobsolescence, cyclical market patterns, evolvingindustry standards and frequent new productintroductions. The success of the issuers of theSecurities depends in substantial part on the timely andsuccessful introduction of new products. Anunexpected change in one or more of the technologiesaffecting an issuer’s products or in the market forproducts based on a particular technology could have amaterial adverse affect on an issuer’s operating results.Furthermore, there can be no assurance that theissuers of the Securities will be able to respond timely tocompete in the rapidly developing marketplace.

The market for certain technology products andservices may have only recently begun to develop, israpidly evolving and is characterized by an increasingnumber of market entrants. Additionally, certaintechnology companies may have only recent lycommenced operations or offered equity securities tothe public. Such companies are in the early stage ofdevelopment and have a limited operating history onwhich to analyze future operat ing results. I t isimportant to note that following its initial public offeringa security is likely to experience substantial stock pricevolatility and speculative trading. Accordingly, therecan be no assurance that upon redemption of Units ortermination of a Portfolio a Unitholder will receive anamount greater than or equal to the Unitholder’s initialinvestment.

Based on trading history, factors such asannouncements of new products or development ofnew technologies and general conditions of the industryhave caused and are likely to cause the market price of

technology common stocks to fluctuate substantially. Inaddition, technology company stocks have experiencedextreme price and volume fluctuations that often havebeen unrelated to the operating performance of suchcompanies. This market volatility may adversely affectthe market price of the Securities and therefore theability of a Unitholder to redeem units, or roll over Unitsinto a new trust, at a price equal to or greater than theoriginal price paid for such Units.

Some key components of certain products oftechnology issuers are currently available only fromsingle sources. There can be no assurance that in thefuture suppliers will be able to meet the demand forcomponents in a timely and cost effective manner.Accordingly, an issuer’s operat ing results andcustomer relationships could be adversely affected byeither an increase in price for, or and interruption orreduct ion in supply of, any key components.Addit ional ly, many technology issuers arecharacterized by a highly concentrated customer baseconsisting of a limited number of large customers whomay require product vendors to comply with rigorousand constantly developing industry standards. Anyfailure to comply with such standards may result in asignificant loss or reduction of sales. Because manyproducts and technologies are incorporated into otherrelated products, certain companies are often highlydependent on the performance of other computer,electronics and communications companies. Therecan be no assurance that these customers will placeadditional orders, or that an issuer of Securities willobtain orders of similar magnitude as past orders formother customers. Similarly, the success of certaincompanies is tied to a relatively small concentration ofproducts or technologies with intense competitionbetween companies. Accordingly, a decline in demandof such products, technologies or f rom suchcustomers could have a material adverse impact onissuers of the Securities.

Small-Cap Companies. While historically small-capcompany stocks have outperformed the stocks of largecompanies, the former have customarily involved moreinvestment risk as well. Small-cap companies may havelimited product lines, markets or financial resources; may

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lack management depth or experience; and may bemore vulnerable to adverse general market or economicdevelopments than large companies. Some of thesecompanies may distribute, sell or produce productswhich have recently been brought to market and may bedependent on key personnel.

The prices of small company securities are oftenmore volatile than prices associated with large companyissues, and can display abrupt or erratic movements attimes, due to limited trading volumes and less publiclyavai lable information. Also, because small capcompanies normally have fewer shares outstanding andthese shares trade less frequently than largecompanies, it may be more difficult for the Portfolioswhich contain these Securit ies to buy and sel lsignif icant amounts of such shares without anunfavorable impact on prevailing market prices.

Litigation. Certain of the issuers of Securities inthe Portfolios may be involved in the manufacture,distribution and sale of tobacco products. Pendinglitigation proceedings against such issuers in theUnited States and abroad cover a wide range ofmatters including product liabil ity and consumerprotection. Damages claimed in such litigation allegingpersonal injury (both individual and class actions), andin health cost recovery cases brought bygovernments, labor unions and similar entities seekingreimbursement for health care expenditures,aggregate many billions of dollars.

Liquidity. Whether or not the stocks in a 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 a Portfolio by depositing into thePortfolio additional stocks or cash with instructions topurchase additional stocks. A deposit could result in adilution of your investment and anticipated income

because of fluctuations in the price of the stocksbetween the time of the deposit and the purchase ofthe stocks and because your Portfol io wi l l paybrokerage or acquisition fees.

Voting. Only the Trustee may sell or vote the stocksin a Portfolio. While you may sell or redeem your Units,you may not sell or vote the stocks in your Portfolio.The Sponsor will instruct the Trustee how to vote thestocks. The Trustee will vote the stocks in the samegeneral proportion as shares held by other shareholdersif the Sponsor fails to provide instructions.

THE INDEXESThe Dow Jones Indices. The Dow Jones U.S.

Total Market Indexes are products of Dow JonesIndexes, a licensed trademark of CME Group IndexServices LLC ("CME"), and have been licensed foruse. "Dow Jones®", the Dow Jones U.S. Total MarketIndexes and "Dow Jones Indexes" are service marksof Dow Jones Trademark Holdings, LLC ("Dow Jones")and have been licensed for use for certain purposesby the Sponsor. The Portfolios are not sponsored,endorsed, sold or promoted by Dow Jones, CME ortheir respective affiliates. Dow Jones, CME and theirrespect ive aff i l iates make no representat ion orwarranty, express or implied, to the owners of thePortfolios or any member of the public regarding theadvisability of investing in securities generally or in thePortfolios particularly. The only relationship of DowJones, CME or any of their respective affiliates to theSponsor is the licensing of certain trademarks, tradenames and service marks of Dow Jones and of theDow Jones U.S. Total Market Indexes, which aredetermined, composed and calculated by CMEwithout regard to Sponsor or the Portfolios. DowJones and CME have no obligation to take the needsof the Sponsor or the owners of the Portfolios intoconsideration in determining, composing or calculatingthe Dow Jones U.S. Total Market Indexes. Dow Jones,CME and their respective affiliates are not responsiblefor and have not participated in the determination ofthe timing of, prices at, or quantities of the Portfoliosto be issued or in the determination or calculation ofthe equat ion by which the Portfol ios are to beconverted into cash. Dow Jones, CME and their

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respective affiliates have no obligation or liability inconnection with the administration, marketing ortrading of the Port fo l ios. Notwithstanding theforegoing, CME Group Inc. and its affi l iates mayindependently issue and/or sponsor financial productsunrelated to the Portfolios currently being issued bySponsor, but which may be similar to and competitivewith the Portfolios. In addition, CME Group Inc. and itsaffiliates may trade financial products which are linkedto the performance of the Dow Jones U.S. TotalMarket Indexes. It is possible that this trading activitywill affect the value of the Dow Jones U.S. TotalMarket Indexes and the Portfolios.

DOW JONES, CME AND THEIR RESPECTIVEAFFILIATES DO NOT GUARANTEE THE ACCURACYAND/OR THE COMPLETENESS OF THE DOW JONESU.S. TOTAL MARKET INDEXES OR ANY DATAINCLUDED THEREIN AND DOW JONES, CME ANDTHEIR RESPECTIVE AFFILIATES SHALL HAVE NOLIABILITY FOR ANY ERRORS, OMISSIONS, ORINTERRUPTIONS THEREIN. DOW JONES, CME ANDTHEIR RESPECTIVE AFFILIATES MAKE NOWARRANTY, EXPRESS OR IMPLIED, AS TO RESULTSTO BE OBTAINED BY THE SPONSOR, OWNERS OFTHE PORTFOLIOS, OR ANY OTHER PERSON ORENTITY FROM THE USE OF THE DOW JONES U.S.TOTAL MARKET INDEXES OR ANY DATA INCLUDEDTHEREIN. DOW JONES, CME AND THEIRRESPECTIVE AFFILIATES MAKE NO EXPRESS ORIMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMSALL WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE OR USEWITH RESPECT TO THE DOW JONES U.S. TOTALMARKET INDEXES OR ANY DATA INCLUDEDTHEREIN. WITHOUT LIMITING ANY OF THEFOREGOING, IN NO EVENT SHALL DOW JONES,CME OR THEIR RESPECTIVE AFFILIATES HAVE ANYLIABILITY FOR ANY LOST PROFITS OR INDIRECT,PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGESOR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITYTHEREOF. THERE ARE NO THIRD PARTYBENEFICIARIES OF ANY AGREEMENTS ORARRANGEMENTS BETWEEN CME AND THESPONSOR, OTHER THAN THE LICENSORS OF CME.

SPONSOR INFORMATION

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

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable of actingor shall become bankrupt or its affairs are taken over bypublic authorities, then the Trustee may (i) appoint asuccessor Sponsor at rates of compensation deemed bythe Trustee to be reasonable and not exceeding amounts

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prescribed by the Securities and Exchange Commission,(ii) terminate the Trust Agreement and liquidate thePortfolios as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

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

company organized under the laws of New York. TheBank of New York Mellon has its principal unitinvestment trust division offices at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217, (800) 856-8487. TheBank of New York Mellon is subject to supervision andexamination by the Superintendent of Banks of theState of New York and the Board of Governors of theFederal Reserve System, and its deposits are insuredby the Federal Deposit Insurance Corporation to theextent permitted by law.

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

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

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

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Portfolios 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 not

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asked to review the federal income tax treatment of theassets to be deposited in your Portfolio.

Certain Portfolios intend to elect and to qualifyannually as a regulated investment company under theCode and to comply with applicable distributionrequirements so that it will not pay federal income taxon income and capital gains distr ibuted to itsUnitholders.

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 quarter ofthe taxable year, (i) at least 50% of the market value ofthe Portfolio’s assets is represented by cash and cashitems (including receivables), U.S. government securities,the securities of other regulated investment companiesand other securities, with such other securities of any oneissuer generally limited for the purposes of this calculationto an amount not greater than 5% of the value of thePortfolio’s total assets and not greater than 10% of theoutstanding voting securities of such issuer, and (ii) notmore than 25% of the value of its total assets is investedin the securities (other than U.S. government securities orthe securities of other regulated investment companies)of any one issuer, or two or more issuers which thePortfolio controls (by owning 20% or more of the issuer’soutstanding voting securities) and which are engaged inthe same, similar or related trades or businesses, or thesecurities of qualified publicly traded partnerships; and (c)distribute at least 90% of its investment company taxableincome (which includes, among other items, dividends,interest and net short-term capital gains in excess of netlong-term capital losses but excludes net capital gain, ifany) and at least 90% of its net tax-exempt interestincome, if any, each taxable year.

As a regulated investment company, the Portfoliogenerally will not be subject to U.S. federal income tax

on its investment company taxable income (as that termis defined in the Internal Revenue Code of 1986, asamended (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 a timelybasis in accordance with a calendar year distributionrequirement are subject to a nondeductible 4% excisetax unless, generally, the Portfolio distributes during eachcalendar year an amount equal to the sum of (1) at least98% of its ordinary income (not taking into account anycapital gains or losses) for the calendar year, (2) at least98% of its capital gains in excess of its capital losses(adjusted for certain ordinary losses) for the one-yearperiod ending October 31 of the calendar year, and (3)any ordinary income and capital gains for previous yearsthat were not distributed or taxed during those years. Toprevent application of the excise tax, the Portfoliointends to make its distributions in accordance with thecalendar year distribution requirement. Further, if thePortfolio retains any net capital gain, the Portfolio maydesignate the retained amount as undistributed capitalgains in a notice to Unitholders who, if subject to federalincome tax on long-term capital gains (i) will be requiredto include in income for federal income tax purposes, aslong-term capital gain, their share of such undistributedamount, and ( i i ) wil l be entit led to credit theirproportionate share of the tax paid by the Portfolioagainst their federal income tax liabilities, if any, and toclaim refunds to the extent the credit exceeds suchliabilities. A distribution will be treated as paid onDecember 31 of the current calendar year if it is declaredby the Portfolio in October, November or December witha record date in such a month and paid by the Portfolioduring January of the following calendar year. Thesedistributions will be taxable to Unitholders in the calendaryear in which the distributions are declared, rather thanthe calendar year in which the distributions are received.

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If a Portfolio failed to qualify as a regulated investmentcompany or failed to satisfy the 90% distributionrequirement in any taxable year, the Portfolio would betaxed as an ordinary corporation on its taxable income(even if such income were distributed to its Unitholders)and all distributions out of earnings and profits would betaxed to Unitholders as ordinary dividend income.

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

If a 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 androyalties 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. A Portfolio will not be ableto pass through to its Unitholders any credit ordeduction for such taxes. A Portfolio may be able tomake an election that could ameliorate these adversetax consequences. In this case, a 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, aPortfolio 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 into

account for purposes of the 4% excise tax (describedabove). Dividends paid by PFICs will not be treated asqualified dividend income.

PORTFOLIO TERMINATIONA Portfolio may be liquidated at any time by consent of

Unitholders representing 66 2/3% of the Units of thePortfolio then outstanding or by the Trustee when the valueof the Securities owned by a Portfolio, as shown by anyevaluation, is less than $500,000 ($3,000,000 if the valueof the Portfolio has exceeded $15,000,000). A Portfolio willbe liquidated by the Trustee in the event that a sufficientnumber of Units of the Portfolio not yet sold are tenderedfor redemption by the Sponsor, so that the net worth of thePortfolio would be reduced to less than 40% of the valueof the Securities at the time they were deposited in thePortfolio. If a Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, the Sponsorwill refund to each purchaser of Units the entire salescharge paid by such purchaser. The Trust Agreement willterminate upon the sale or other disposition of the lastSecurity held thereunder, but in no event will it continuebeyond the Mandatory Termination Date.

Commencing during the period beginning ninebusiness days prior to, and no later than, the MandatoryTermination Date, Securities will begin to be sold inconnection with the termination of the Portfolios. TheSponsor will determine the manner, timing and executionof the sales of the Securities. The Sponsor shall directthe liquidation of the Securities in such manner as toeffectuate orderly sales and a minimal market impact. Inthe event the Sponsor does not so direct, the Securitiesshall be sold within a reasonable period and in suchmanner as the Trustee, in its sole discretion, shalldetermine. At least 45 days before the MandatoryTermination Date the Trustee will provide written noticeof any termination to all Unitholders of the Portfolio.Unitholders will receive a cash distribution from the saleof the remaining Securities within a reasonable timefollowing the Mandatory Termination Date. The Trusteewill deduct from the funds of the Portfolio any accruedcosts, expenses, advances or indemnities provided bythe Trust Agreement, including estimated compensationof the Trustee, costs of liquidation and any amountsrequired as a reserve to provide for payment of any

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applicable taxes or other governmental charges. Anysale of Securities in a Portfolio upon termination mayresult in a lower amount than might otherwise berealized if such sale were not required at such time. TheTrustee will then distribute to each Unitholder of eachPortfolio his pro rata share of the balance of the Incomeand Capital Accounts of the Portfolio.

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

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

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the dow jones total market portfolio, enhanced index strategy 2011

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