Central Equity TrustDiversified Income Series 36

Central Equity Trust, Diversified Income Series 36 (the “Trust”), included in Van Kampen Unit Trusts, Series992, is a unit investment trust that seeks capital appreciation and dividend income by investing in a portfolio ofshares of common stocks of consumer cyclicals companies, consumer staples companies, energy companies,financial services companies, health care companies, industrials companies, real estate investment trusts,technology companies, telecommunications companies and utilities. Of course, we cannot guarantee that theTrust will achieve its objective.

July 20, 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.

Edward D. Jones & Co., L.P. INVESCO

Investment Objective. The Trust seeks capitalappreciation and dividend income.

Principal Investment Strategy. The Trust seeks toachieve its objective by investing in a portfolio of shares ofcommon stocks of consumer cyclicals companies,consumer staples companies, energy companies, financialservices companies, health care companies, industrialscompanies, real estate investment trusts (“REITs”),technology companies, telecommunications companies andutilities. The portfolio consists of securities selected byresearch analysts at Edward D. Jones & Co., L.P. (the“Underwriter”) and approved by the Sponsor. In selectingthe Securities, the following factors, among others, wereconsidered: dividend yield, dividend track record, dividendcoverage, earnings growth rates, dividend growth rates,regulatory climate and stock valuation. At the time theSecurities were selected, the Underwriter’s researchanalysts were currently covering all the issuers of theSecurities and had published favorable recommendationsfor each of them. There can be no assurance that suchcoverage will continue for any issuer during the life of theTrust or that the report on any such issuer will continue tobe favorable. A downgrade in an analyst’srecommendation for an issuer of Securities held by theTrust, or the termination of such coverage, could negativelyaffect the performance of the Trust.

Principal Risks. As with all investments, you can losemoney by investing in this Trust. The Trust also might notperform as well as you expect. This can happen forreasons such as these:

• Prices of the securities in the Trust willfluctuate. The value of your investment may fallover time.

• An issuer of Securities held by the Trust maybe unwilling or unable to declare dividends inthe future, or may reduce the level ofdividends declared. This could result in areduction in the value of your Units.

• The financial condition of an issuer ofSecurities held by the Trust may worsen orits credit ratings may drop, resulting in areduction in the value of your Units. This mayoccur at any point in time, including during the initialoffering period.

• The Trust is concentrated in securities issuedby companies in the industrials, financialservices, health care, utility, consumerstaples and energy industries. Negativedevelopments in these industries will affect thevalue of your investment more than would be thecase in a more diversified investment.

• The Trust may be more sensitive to changesin interest rates than the broader market.The Trust invests significantly in securities issued bycompanies in the financial services and utilityindustries, and, as a result of its expected higherdividend yield relative to the broader market, theTrust is expected to exhibit greater sensitivity tomovements in interest rates than the broadermarket.

• We do not actively manage the Trust. Exceptin limited circumstances, the Trust will hold, and, inconnection with sales of addit ional Units toinvestors continue to buy, the same securities evenif their market value declines.

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Central Equity Trust

Fee Table

The amounts below are estimates of the direct and indirect expensesthat you may incur based on a $10 Public Offering Price per Unit. Actualexpenses may vary.

As a % ofPublic Amount

Offering Per 1,000Sales Charge Price Units_________ _________

Maximum sales charge 3.500% $350.000______ _____________ _______

As a % Amountof Net Per 1,000Assets Units_________ _________

Estimated Organization Costs 0.521% $50.000______ _____________ _______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.208% $19.969Supervisory fee, bookkeeping

and administrative fees 0.042 4.000______ _______

Total 0.250% $23.969______ _____________ _______

Example

This example helps you compare the cost of the Trust with other unittrusts and mutual funds. In the example we assume that the expenses do notchange and that the Trust’s annual return is 5%. Your actual returns andexpenses will vary, potentially materially. Based on these assumptions, youwould pay the following expenses for every $10,000 you invest in Units of theTrust. These amounts are the same regardless of whether you sell yourinvestments at the end of a period or continue to hold your investment.

1 year $ 424

3 years 473

4 years (life of Trust) 499

The maximum sales charge is 3.50% of the Public Offering Price perUnit (equivalent to 3.627% of the aggregate value of Securities per Unit).A reduced sales charge applies to certain transactions. See “PublicOffering--Reducing Your Sales Charge”.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit July 20, 2010

Mandatory Termination Date July 22, 2014

Estimated Net Annual Income* $0.26251 per Unit

Estimated Initial Distribution* $0.02 per Unit

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

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

CUSIP Number Cash – 92120Y420

Reinvest – 92120Y438

* As of close of business day prior to Initial Date of Deposit. The actualdistributions you receive will vary from the estimated amount due to changesin the Trust’s fees and expenses, in actual income received by the Trust,currency fluctuations and with changes in the Trust such as the acquisition orliquidation of securities. See “Rights of Unitholders--Estimated Distributions.”

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Central Equity Trust

Portfolio__________________________________________________________________________________________________________________________Current Cost of

Number Market Value Dividend Securities of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2) __________ ___________________________________________ _______________ ___________ ______________

Industrials - 15.00%18 3M Company $ 81.2200 2.59% $ 1,461.9625 C.H. Robinson Worldwide, Inc. 58.2500 1.72 1,456.25

+ 37 Canadian National Railway Company 59.1900 1.67 2,190.0334 Caterpillar, Inc. (6) 64.8000 2.72 2,203.2034 Dover Corporation 43.1000 2.41 1,465.4030 Ecolab, Inc. 48.0600 1.29 1,441.8048 Emerson Electric Company (6) 45.5500 2.94 2,186.4037 General Dynamics Corporation 58.6000 2.87 2,168.2034 Illinois Tool Works, Inc. 42.8500 2.89 1,456.9038 Parker Hannifin Corporation 56.8800 1.83 2,161.4427 Sigma-Aldrich Corporation (6) 53.4500 1.20 1,443.1533 United Technologies Corporation 66.3900 2.56 2,190.87

Financial Services - 13.10%89 American Express Company 41.5800 1.73 3,700.6295 JPMorgan Chase & Company (5)(7)(8)(9) 39.0400 0.51 3,708.80

+ 308 Manulife Financial Corporation (5)(6)(7)(8) 14.0200 3.52 4,318.1675 Northern Trust Corporation (9) 48.5600 2.31 3,642.00

160 U.S. Bancorp (9) 22.9900 0.87 3,678.40Health Care - 12.94%

46 Abbott Laboratories 47.4100 3.71 2,180.8623 Beckman Coulter, Inc. 61.9600 1.16 1,425.0821 Becton, Dickinson and Company 68.0600 2.17 1,429.2662 Eli Lilly and Company 34.9900 5.60 2,169.38

+ 80 GlaxoSmithKline plc - ADR 36.2500 5.48 2,900.0049 Johnson & Johnson 59.5700 3.63 2,918.9339 Medtronic, Inc. 37.0900 2.43 1,446.51

+ 29 Novartis AG - ADR 49.5000 3.35 1,435.5028 Stryker Corporation 51.5300 1.16 1,442.84

+ 27 Teva Pharmaceutical Industries, Ltd. - ADR 54.5300 0.99 1,472.31Utilities - 12.52%

112 Energen Corporation (6) 45.4300 1.14 5,088.16153 MDU Resources Group, Inc. 19.1500 3.29 2,929.9541 NextEra Energy, Inc. 52.7700 3.79 2,163.57

107 Northeast Utilities (6) 27.2600 3.76 2,916.8279 NSTAR 37.1300 4.31 2,933.2762 WGL Holdings, Inc. (6) 35.1900 4.29 2,181.78

Consumer Staples - 12.45%+ 32 Diageo plc - ADR 67.8200 3.42 2,170.24

34 Hormel Foods Corporation 42.1700 1.99 1,433.7835 Kimberly-Clark Corporation 62.6200 4.22 2,191.7038 McCormick & Company, Inc. 38.4100 2.71 1,459.5823 PepsiCo, Inc. 62.0500 3.09 1,427.15

122 Sysco Corporation 29.8500 3.35 3,641.7028 The Coca-Cola Company 52.2700 3.37 1,463.5635 The Procter & Gamble Company 61.8600 3.12 2,165.1074 Walgreen Company 29.2300 2.39 2,163.02

Energy - 9.44%70 Chevron Corporation 72.0000 4.00 5,040.0084 ConocoPhillips 51.8400 4.24 4,354.56

+ 79 Royal Dutch Shell plc - ADR 54.9100 5.20 4,337.89Technology - 9.00%

34 International Business Machines Corporation 129.7900 2.00 4,412.86172 Microsoft Corporation 25.2300 2.06 4,339.56184 Oracle Corporation 23.5900 0.85 4,340.56

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Central Equity Trust

Portfolio (continued)__________________________________________________________________________________________________________________________Current Cost of

Number Market Value Dividend Securities of Shares Name of Issuer (1) per Share (2) Yield (3) to Trust (2) __________ ___________________________________________ _______________ ___________ ______________

Consumer Cyclicals - 8.53%36 Fortune Brands, Inc. $ 40.8100 1.86% $ 1,469.16

182 Lowe’s Companies, Inc. 19.9300 2.21 3,627.2673 Target Corporation 50.2300 1.99 3,666.7950 V.F. Corporation 72.7900 3.30 3,639.50

Telecommunications - 4.00%117 AT&T, Inc. 24.8800 6.75 2,910.96

+ 131 Vodafone Group plc - ADR 22.2200 5.58 2,910.82REITs - 3.02%

142 Realty Income Corporation 30.9900 5.56 4,400.58__________ _____________

3,855 $ 145,474.13__________ _______________________ _____________

See “Notes to Portfolio”.

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Notes to Portfolio

(1) The issuers’ Securities held by the Trust are initially represented by “regular way” contracts for the performance ofwhich an irrevocable letter of credit has been deposited with the Trustee. Contracts to acquire these Securities wereentered into on July 19, 2010 and have a settlement date of July 22, 2010 (see “The Trust”).

In the Portfolio, industry sectors represented by the Securities are presented in order of greatest to least by percentageweight. All other references throughout the prospectus to the industry sectors, however, are presented in alphabeticalorder.

(2) The value of each issuer’s Security is determined on the bases set forth under “Public Offering--Unit Price” as of the closeof trading on the New York Stock Exchange on the business day prior to the Initial Date of Deposit. In accordance withFASB Accounting Standards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures, the Trust’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________________ ________________

$ 145,590 $ (116)

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

(3) Current Dividend Yield for each issuer’s Security is based on the estimated annual dividends per share and the Security’svalue as of the most recent close of trading on the New York Stock Exchange on the business day prior to the InitialDate of Deposit. Generally, estimated annual dividends per share are calculated by annualizing the most recentlydeclared regular dividends or by adding the most recent regular interim and final dividends declared and reflect anyforeign withholding taxes. In certain cases, this calculation may consider several recently declared dividends in orderfor the Current Dividend Yield to be more reflective of recent historical dividend rates.

(4) Edward D. Jones & Co., L.P. (the “Underwriter”) has managed or co-managed an offering of this issuer’s securitieswithin the past 12 months.

(5) The Underwriter has received compensation from this issuer for investment banking services within the past 12 months.

(6) The Underwriter expects to receive, or intends to seek, compensation from this issuer for investment banking serviceswithin the next 3 months.

(7) The Underwriter has provided investment banking services to this issuer within the past 12 months.

(8) The Underwriter and/or its affiliates have received compensation from this issuer for products or services other thaninvestment banking services within the past 12 months.

(9) The Underwriter, its affiliates and/or its partners have a banking/borrowing relationship with this issuer.

(10) The Underwriter offers mortgages to its clients through a joint venture with Wells Fargo, called Edward Jones Mortgage.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Central Equity Trust, Diversified Income Series 36 (Van Kampen Unit Trusts, Series 992):

We have audited the accompanying statement of condition including the related portfolio of Central Equity Trust,Diversified Income Series 36 (included in Van Kampen Unit Trusts, Series 992) as of July 20, 2010. The statement ofcondition is the responsibility of the Sponsor. Our responsibility is to express an opinion on such statement ofcondition based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether thestatement of condition is free of material misstatement. The trust is not required to have, nor were we engaged toperform, an audit of its internal control over financial reporting. Our audit included consideration of internal control overfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of the trust’s internal control over financial reporting. Accordingly,we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts anddisclosures in the statement of condition, assessing the accounting principles used and significant estimates made by theSponsor, as well as evaluating the overall statement of condition presentation. Our procedures included confirmation withThe Bank of New York Mellon, Trustee, of cash or an irrevocable letter of credit deposited for the purchase of Securities asshown in the statement of condition as of July 20, 2010. We believe that our audit of the statement of condition providesa reasonable basis for our opinion.

In our opinion, the statement of condition referred to above presents fairly, in all material respects, the financialposition of Central Equity Trust, Diversified Income Series 36 (included in Van Kampen Unit Trusts, Series 992) as of July20, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

New York, New YorkJuly 20, 2010

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STATEMENT OF CONDITIONAs of July 20, 2010

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 145,474___________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 145,474______________________

LIABILITY AND INTEREST OF UNITHOLDERSLiability--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 754Interest of Unitholders--

Cost to investors (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,760Less: sales charge and organization costs (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,040___________

Net interest to Unitholders (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,720___________Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 145,474______________________

Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,076______________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.600______________________

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

(2) A portion of the Public Offering Price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing the Trust. The amount ofthese costs are set forth in the “Fee Table”. A distribution will be made as of the close of the initial offering period (approximately three months) or six monthsafter the Initial Date of Deposit to an account maintained by the Trustee from which this obligation of the investors will be satisfied. To the extent that actualorganization costs of the Trust are greater than the estimated amount, only the estimated organization costs added to the Public Offering Price will bereimbursed to the Sponsor and deducted from the assets of the Trust.

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

THE TRUST

The Trust was created under the laws of the State of NewYork pursuant to a Trust Indenture and Trust Agreement (the“Trust Agreement”), dated the date of this prospectus (the“Initial Date of Deposit”), among Van Kampen Funds Inc., asSponsor, Van Kampen Asset Management, as Supervisor,and The Bank of New York Mellon, as Trustee.

The Trust offers the opportunity to purchase Unitsrepresenting proportionate interests in a portfolio of activelytraded equity securities. The Trust may be an appropriatemedium for investors who desire to participate in a portfolioof common stocks with greater diversification than theymight be able to acquire individually.

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for the purchase ofthe issuers’ Securities, as defined in the last sentence of thisparagraph, and an irrevocable letter of credit in the amountrequired for these purchases with the Trustee. In exchangefor these contracts the Trustee delivered to the Sponsordocumentation evidencing the ownership of Units of theTrust. Unless otherwise terminated as provided in the TrustAgreement, the Trust will terminate on the MandatoryTermination Date and any remaining Securities will beliquidated or distributed by the Trustee within a reasonabletime. As used in this prospectus the term “Securities”means the securities (including contracts to purchase thesesecurities) listed in the “Portfolio” and any additionalsecurities deposited into the Trust.

Additional Units may be issued at any time by depositingin the Trust (i) additional Securities, (ii) contracts to purchaseSecurities together with cash or irrevocable letters of creditor (iii) cash (or a letter of credit or the equivalent) withinstructions to purchase additional Securities. As additionalUnits are issued by the Trust, the aggregate value of theSecurities may be increased and the fractional undividedinterest represented by each Unit will be decreased. TheSponsor may continue to make additional deposits into theTrust following the Initial Date of Deposit, provided that theadditional deposits will be in amounts which will maintain, asnearly as practicable, the same percentage relationshipamong the number of shares of each Security in the Trust’sportfolio as existed immediately prior to the subsequentdeposit. Investors may experience a dilution of theirinvestments and a reduction in their anticipated incomebecause of fluctuations in the prices of the Securitiesbetween the time of the deposit and the purchase of theSecurities and because the Trust will pay the associatedbrokerage or acquisition fees. Purchases and sales ofSecurit ies by the Trust may impact the value of theSecurities. This may especially be the case during the initialoffering of Units, upon Trust termination and in the course ofsatisfying large Unit redemptions.

Each Unit of the Trust initially offered represents anundivided interest in the Trust. At the close of the New YorkStock Exchange on the Initial Date of Deposit, the number

of Units may be adjusted so that the Public Offering Priceper Unit equals $10. The number of Units, fractionalundivided interest of each Unit in the Trust and theestimated distributions per Unit will increase or decrease tothe extent of any adjustment. To the extent that any Unitsare redeemed by the Trustee or additional Units are issuedas a result of additional Securities being deposited by theSponsor, the fractional undivided interest in the Trustrepresented by each unredeemed Unit will increase ordecrease accordingly, although the actual interest in theTrust will remain unchanged. Units will remain outstandinguntil redeemed upon tender to the Trustee by Unitholders,which may include the Sponsor, or until the termination ofthe Trust Agreement.

The Trust consists of (a) the Securit ies ( includingcontracts for the purchase thereof) listed under “Portfolio”as may continue to be held from time to time in the Trust, (b)any additional Securities acquired and held by the Trustpursuant to the provisions of the Trust Agreement and (c)any cash held in the related Income and Capital Accounts.Neither the Sponsor nor the Trustee shall be liable in anyway for any contract failure in any of the Securities.

OBJECTIVE AND SECURITIES SELECTION

The Trust seeks capital appreciation and dividend incomeby investing in a portfolio of shares of common stocks ofconsumer cyclicals companies, consumer staplescompanies, energy companies, f inancial services companies, health care companies, industrials companies,real estate investment trusts, technology companies,telecommunications companies and utilities. Please refer to“Portfolio” in Prospectus Part One for a presentation ofindustry sectors in order from greatest to least by percentageweight in your Trust. The portfolio consists of securitiesselected by research analysts at Edward D. Jones & Co., L.P.(the “Underwriter”) and approved by the Sponsor. Inselecting the Securities, the following factors, among others,were considered: dividend yield, dividend track record,dividend coverage, earnings growth rates, dividend growthrates, regulatory climate and stock valuation. At the time theSecurities were selected, the Underwriter’s research analystswere currently covering all the issuers of the Securities andhad published favorable recommendations for each of them.There can be no assurance that such coverage will continuefor any issuer of Securities held by the Trust during the life ofthe Trust or that the report on any such issuer will continue tobe favorable. A downgrade in an analyst’s recommendationfor an issuer of Securit ies held by the Trust, or thetermination of such coverage, could negatively affect theperformance of the Trust.

You should note that the selection criteria were applied tothe Securities for inclusion in the Trust as of the Initial Dateof Deposit. After this date, the Securities may no longermeet the selection criteria. Should a Security no longer meetthe selection criteria, we will generally not remove theSecurity from the portfolio.

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Consumer Cyclicals. The Trust invests in companiesthat manufacture or sell products or services, the demandfor which is easi ly inf luenced by general economiccondit ions. Industr ies within this segment includeadvertising, auto parts, auto manufacturing, broadcasting,casinos, clothing and fabrics, consumer electronics,entertainment, footwear, furnishings and appliances, homeconstruction, lodging, publishing, recreational products andservices, restaurants, apparel retailers, broadline retailers,drug-based retailers, specialty retailers, tires and toys.These companies would be expected to perform well duringan improving economy but may lag during a decliningeconomy. Industries within this group that may holdpotential for above-average growth include niche retailing,entertainment and media. Many companies within thissector are becoming more dividends-focused, and mayincrease their dividends going forward.

Consumer Staples. The Trust invests in consumerstaples companies. Consumer staples is a relatively matureindustry, with growth in line with population growth. Recentwaves of consolidation in the industry have reduced thenumber of competitors, which has enabled product priceincreases in some sectors. Additionally, product innovationhas proven key to growth and should lead to above-industrygrowth rates for successful companies. The industry ischaracterized primarily by stable, high-profit margincompanies, several of which pay attractive dividends.

Energy. The Trust invests in energy companies. As theworld economy grows, energy use is also expected to rise.The companies that produce oil and natural gas are findingand developing new sources worldwide to satisfy thisgrowing need. Oil companies also refine crude oil into usefulproducts such as gasoline and jet fuel, as well as providethe raw materials for a wide variety of plastics. Investorsshould benefit from the diversity of their businesses, theirglobal reach, and their ability to find attractive opportunitiesin the changing energy marketplace.

Financial Services. The Trust invests in financialservices companies. As a large and integral part of theeconomy, financial services are like the oil that lubricates theeconomic engine. Nearly all consumers and businesses arecustomers of financial companies that provide services likesavings and investment products, loans, transaction andpayment processing, and insurance products that helpprotect against death and disaster. Secular drivers affectingfinancial-services business and profits include demographictrends and retirement needs, industry consolidation,technological advancements, and global izat ion ofeconomies and markets. Economic and interest-rate cyclescontinuously affect the shorter-term prospects for financialbusinesses. Financial companies generally exist in thebanking, consumer f inance, insurance, investmentmanagement and securities industries.

Health Care. The Trust invests in health carecompanies. These issuers include companies involved inadvanced medical devices and instruments, drugs and

biotec hnology, managed care, hospital management/healthservices and medical supplies. An aging population, newdrug development and product innovation should drivegrowth for this industry. Additionally, foreign demand forhealth care, particularly from developing nations, continuesto increase. The industry has historically grown at a ratefaster than the overall economy and that trend shouldcontinue. Research and development spending, supportedby strong demand, should lead to new products. Healthcare companies have traditionally paid part of earnings asdividends, which is expected to continue. Given the growthprospects for the industry, dividend growth should bemeaningful as well.

Industrials. The Trust invests in industrials companies.The industrials industry includes capital goods, commercialservices and transportation companies. Generally, growthprospects for the industry are tied to economic factors suchas consumer, business and government spending, U.S.Gross Domestic Product and exports to foreign nations. Theincreasingly global economy should increase the demandfor industrial products made by U.S. firms. Within capitalgoods, defense and electronics are some of the fastestgrowing areas, given the political support for highergovernment spending on defense init iat ives. Manyindustrials companies are well-established and havedemonstrated a track record of paying dividends andincreasing the amount of dividends paid over time.

Real Estate Investment Trusts. The Trust invests inreal estate investment trusts. A real estate investment trust, orREIT, is a company that buys, develops, finances and/ormanages income-producing real estate such as apartments,shopping centers, offices and warehouses. A REIT can be agood way to invest in commercial real estate. Compared totraditional direct investments in real estate, which may bedifficult to sell and value, REITs are traded on major stockexchanges, making them relatively liquid. REIT investors canalso gain the advantage of skilled management since REITmanagement teams tend to be experts within their specificproperty or geographic niches. Many believe that theattractive features of property ownership and stock ownershipare combined in this investment vehicle. REITs can provideinvestors with current income, as they are currently requiredto distribute 90% of taxable income annually, and can havethe potential for attractive returns. They have historically hadlow relative volatility and may provide inflation protection.

Technology. The Trust invests in technology companies.Technology companies generally include companiesinvolved in the development, design, manufacture and saleof computers, computer related equipment, computernetworks, communications systems, telecommunicationsproducts, electronic products, and other related products,systems and services. Technology is a cyclical industry,driven by corporate and consumer spending on technologyproducts, services and software. New technologies have thepotential to increase productivity and enable newapplications. Stable spending on traditional technology

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platforms such as personal computers, plus spending onnew technologies, should enable the industry to grow fasterthan the economy. Several technology companies aregenerating substantial excess cash, which they have usedto begin paying dividends. These companies have thepotential to increase their dividends on a regular basis.

Telecommunications. The Trust invests intelecommunications companies. The emergence of a global,networked economy appears to be changing the face of thetelecommunications industry. Telecommunicationscompanies provide local, long distance and wirelesstelephone, as well as television and internet services andinformation systems, manufacture telecommunicationsproducts, and operate voice, data and telecommunicationsnetworks. Innovations, such as wireless and Internetapplications, are experiencing rapid demand. While theindustry is characterized by intense rivalry, heavy regulationand overcapacity in some markets, telecommunicationscompanies may be well-positioned to deliver these newtechnologies to consumers and businesses.

Utilities. The Trust invests in uti l i ty companies.Compared to the tradit ional government mandatedmonopolies, many states have pursued utility deregulation,which provides both opportunities and risk. While this couldprovide incremental growth for some, it may also increasethe level of competit ion for others. As a whole, thefundamentals of the utility sector have improved as thosecompanies that strayed in recent years into unrelatedbusinesses have generally refocused on their core businessof providing regulated electricity, natural gas and waterservice to their customers. This “return to basics” strategyhas helped increase cash flow, strengthen balance sheetsand solidify credit quality for many companies. It has alsoallowed many utilities to continue their long track records ofpaying dividends while providing increases in the dividendon a frequent and consistent basis.

Underwriter Activities. The Underwriter mayrecommend or effect transactions in the Securities in its dayto day brokerage activities. This may have an adverse effecton the prices of the Securities. This also may have animpact on the price the Trust pays for the Securities and theprice received upon Unit redemptions or Trust termination.From time to time, the Underwriter may engage in othertransactions with the issuers of the Securities. See “Notes toPortfolio” and “Trust Administration--Underwriter” for moreinformation regarding potential conflicts of interest arisingfrom such Underwriter activities.

RISK FACTORS

All investments involve risk. This section describes themain risks that can impact the value of your Units. Youshould understand these risks before you invest. If the valueof the Securities falls, the value of your Units will also fall. Wecannot guarantee that your Trust will achieve its objective orthat your investment return will be positive over any period.

Market Risk. Market risk is the risk that the value of thesecurities in your Trust will fluctuate. This could cause thevalue of your Units to fall below your original purchase price.Market value fluctuates in response to various factors.These can include changes in interest rates, inflation, thefinancial condition of a security’s issuer, perceptions of theissuer, or ratings on a security of the issuer. Even thoughyour Trust is supervised, you should remember that we donot manage your Trust. Your Trust will not sell a securitysolely because the market value falls as is possible in amanaged fund.

Interest Rate Risk. The Trust invests significantly insecurities issued by companies in the financial services andutilities industries, and, as a result of its expected higherdividend yield relative to the broader market, the portfolio isexpected to exhibit greater sensitivity to movements ininterest rates than the broader market.

Dividend Payment Risk. Dividend payment risk is therisk that an issuer of a security is unwilling or unable to paydividends on a security. Stocks represent ownershipinterests in the issuers and are not obligations of the issuers.Common stockholders have a right to receive dividends onlyafter the company has provided for payment of its creditors,bondholders and preferred stockholders. Common stocksdo not assure dividend payments. Dividends are paid onlywhen declared by an issuer’s board of directors at theirdiscretion, and the amount of any dividend may vary overtime. If dividends received by the Trust are insufficient tocover expenses, redemptions or other Trust costs, it may benecessary for the Trust to sell Securities to cover suchexpenses, redemptions or other costs. Any such sales mayresult in capital gains or losses to you. See “Taxation”.

Consumer Cyclicals. The Trust invests in consumercyclicals companies. The success of companies in theconsumer cyclicals sector depends heavily on consumerspending and disposable household income and is subjectto severe competition. General risks of these companiesinclude the general state of the economy, intensecompetition and consumer spending trends. A recessionaryeconomic climate with the consequent slowdown inemployment growth, less favorable trends in unemploymentor a marked deceleration in real disposable personal incomegrowth could result in significant pressure on both consumerwealth and consumer confidence, adversely affectingconsumer spending habits. A weak economy and its effecton consumer spending would likely hurt the consumercyclicals industry. The success of companies in theconsumer cyclicals segment is also strongly affected bychanges in demographics and consumer tastes.

Consumer Staples. The Trust invests in companiesthat manufacture or sell various consumer staples. Generalrisks of these companies include the general state of theeconomy, intense competition and consumer spendingtrends. Weakness in the banking or real estate industry, arecessionary economic climate with the consequentslowdown in employment growth, less favorable trends in

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unemployment or a marked deceleration in real disposablepersonal income growth could result in significant pressureon both consumer wealth and consumer confidence,adversely affecting consumer spending habits. Furthermore,the failure to continue developing new products, lack of orreduced market acceptance of new and existing products,increased raw materials costs, an inability to raise prices,increased or changed regulation and product liability claimsor product recal ls could also adversely impact theperformance and stock prices of the issuers of Securities inthis industry group.

Energy. The Trust invests in energy companies. Energycompanies are subject to legislative or regulatory changes,adverse market conditions and/or increased competitionaffecting the energy sector. The prices of the securities ofenergy companies may fluctuate widely due to changes invalue and dividend yield, which depend largely on the priceand supply of energy fuels, international political eventsrelating to oil producing countries, energy conservation, thesuccess of exploration projects, and tax and othergovernmental regulatory policies.

Energy companies depend on their ability to find andacquire additional energy reserves. The exploration andrecovery process involves significant operating hazards andcan be very costly. An energy company has no assurancethat it will find reserves or that any reserves found will beeconomical ly recoverable. The industry also facessubstantial government regulation, including environmentalregulation. These regulations have increased costs andlimited production and usage of certain fuels. Furthermore,certain companies involved in the industry have also facedscrutiny for alleged accounting irregularities that may haveled to the overstatement 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 of PetroleumExporting Countries (OPEC), the price and worldwide supplyof oil and natural gas, the price and availability of alternativefuels, operating hazards, government regulation and thelevel of consumer demand. Political conditions of some oilproducing regions have been unstable in the past. Politicalinstability or war in these regions could have a negativeimpact on your investment. Oil and natural gas prices canbe extremely volatile. OPEC controls a substantial portion ofworld oil production. OPEC may take actions to increase orsuppress the price or availability of oil. Various domestic andforeign government authorities and international cartels alsoimpact these prices. Any substantial decline in these pricescould have an adverse effect on energy companies.

Financial Services. The Trust invests in banks,insurance companies and other financial services companies.Banks and their holding companies are especially subject tothe adverse effects of economic recession, volatile interestrates, portfolio concentrations in geographic markets and incommercial and residential real estate loans, and competition

from new entrants in their fields of business. In addition,banks and their holding companies are extensively regulatedat both the federal and state level and may be adverselyaffected by increased regulation.

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, investmentbanks, broker/dealers and insurers has forced a number ofsuch large institutions into either liquidation or combination,while drastically increasing the credit risk, and possibility ofdefault, of bonds issued by such institutions faced withthese troubles. Many of the institutions are having difficultyin accessing credit markets to finance their operations andin maintaining appropriate levels of equity capital. In somecases, U.S. and foreign governments have acted to bail outor provide support to select institutions, however the risk ofdefault by such issuers has nonetheless increasedsubstantially.

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and with financialinstitutions, there can be no assurance that the risksassociated with investment in financial services companyissuers will decrease as a result of these steps.

Banks face increased competition from nontraditionallending sources, as regulatory changes, such as theGramm-Leach-Bli ley Act f inancial services overhaullegislation, permit new entrants to offer various financialproducts. Technological advances such as the Internet allowthese nontraditional lending sources to cut overhead andpermit the more efficient use of customer data. Bankscontinue to face tremendous pressure from mutual funds,brokerage firms and other financial service providers in thecompetition to furnish services that were traditionally offeredby banks. Bank profitability is largely dependent on theavailability and cost of capital funds, and can fluctuatesignificantly when interest rates change or due to increasedcompetition.

Companies engaged in investment management andbrokerage activities are subject to volatility in their earningsand share prices that often exceeds the volatility of the equitymarket in general. Adverse changes in the direction of thestock market, investor confidence, the financial health ofcustomers, equity transaction volume, the level and directionof interest rates and the outlook of emerging markets couldadversely affect the financial stability, as well as the stockprices, of these companies. Economic conditions in the realestate markets have deteriorated and have had a substantialnegative effect upon banks because they generally have aportion of their assets invested in loans secured by realestate. Additionally, competitive pressures, includingincreased competition with new and existing competitors,the ongoing commoditization of traditional businesses and

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the need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management and brokerageindustries. Companies involved in investment managementand brokerage activities are also subject to extensiveregulation by government agencies and self-regulatoryorganizations, and changes in laws, regulations or rules, or inthe interpretation of such laws, regulations and rules, couldadversely affect the stock prices of such companies.

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 of therisks involved in given underwritings, competition andpressure to compete globally, weather catastrophes or othernatural or man-made disasters and the effects of clientmergers. Already extensively regulated, insurancecompanies’ profits may be adversely affected by increasedgovernment regulation or tax law changes.

Health Care. The Trust invests in health care companies.These issuers include companies involved in advancedmedical devices and instruments, drugs and biotec hnology,managed care, hospital management/health services andmedical supplies. These companies face substantialgovernment regulation and approval procedures. Legislativeproposals concerning health care are proposed in Congressfrom time to time. These proposals span a wide range oftopics, including cost and price controls (which might includea freeze on the prices of prescription drugs), national healthinsurance, incentives for competition in the provision ofhealthcare services, tax incentives and penalties related tohealthcare insurance premiums and promotion of pre-paidhealthcare plans. The government could also reduce fundingfor health care related research. The Sponsor and theUnderwriter are unable to predict the effect of any of theseproposals, if enacted, on the issuers of Securities in the Trust.

Drug and medical products companies also face therisk of increasing competition from new products orservices, generic drug sales, termination of patentprotection for drug or medical supply products and the riskthat a product will never come to market. The researchand development costs of bringing a new drug or medicalproduct to market are substantial. This process involveslengthy government review with no guarantee of approval.These companies may have losses and may not offerproposed products for several years, if at all. The failure togain approval for a new drug or product or to maintainexist ing approval and related l i t igat ion can have asubstantial negative impact on a company and its stock.The goods and services of health care issuers are alsosubject to risks of product liability litigation.

Health care facility operators face risks related to demandfor services, the ability of the facility to provide requiredservices, confidence in the facility, management capabilities,

competition, efforts by insurers and government agencies tolimit rates, expenses, the cost and possible unavailability ofmalpractice insurance, and termination or restriction ofgovernment financial assistance (such as Medicare,Medicaid or similar programs).

Industrials. The Trust invests in industrials companies.General risks of industrials companies include the generalstate of the economy, intense competition, consolidation,domestic and international politics, excess capacity andconsumer spending trends. Capital goods companies mayalso be significantly affected by overall capital spending andleverage levels, economic cycles, technical obsolescence,delays in modernization, limitations on supply of keymaterials, labor relat ions, government regulat ions,government contracts and e-commerce initiatives.

Industrials companies may also be affected by factorsmore specific to their individual industries. Industrialmachinery manufacturers may be subject to declines incommercial and consumer demand and the need formodernization. Aerospace and defense companies may beinfluenced by decreased demand for new equipment,aircraft order cancellations, disputes over or ability to obtainor retain government contracts, labor disputes, changes ingovernment budget priorities, changes in aircraft-leasingcontracts and cutbacks in profitable business travel. Thenumber of housing starts, levels of public and non-residential construction including weakening demand fornew office and retail space, and overall constructionspending may adversely affect construction materials andequipment manufacturers.

Real Estate Investment Trusts. The Trust invests in REITs. Many factors can have an adverse impact on theperformance of a particular REIT, including its cash availablefor distribution, the credit quality of a particular REIT or thereal estate industry generally. The success of REITs dependson various factors, including the quality of propertymanagement, occupancy and rent levels, appreciation ofthe underlying property and the ability to raise rents onthose properties. Economic recession, over-building, tax lawchanges, environmental issues, higher interest rates orexcessive speculation can all negatively impact REITs andtheir future earnings and share prices.

Risks associated with the direct ownership of real estateinclude, among other factors,

• general U.S. and global as wel l as localeconomic conditions;

• decline in real estate values;

• possible lack of availability of mortgage funds;

• the financial health of tenants;

• over-building and increased competition fortenants;

• oversupply of properties for sale;

• changing demographics;

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• changes in interest rates, tax rates and otheroperating expenses;

• changes in government regulations;

• changes in zoning laws;

• the ability of the owner to provide adequatemanagement, maintenance and insurance;

• faulty construction and the ongoing need forcapital improvements;

• the cost of complying with the Americans withDisabilities Act;

• regulatory and judicial requirements, includingrelating to liability for environmental hazards;

• natural or man-made disasters;

• changes in the perception of prospective tenantsof the safety, convenience and attractiveness ofthe properties;

• the ongoing financial strength and viability ofgovernment sponsored enterprises, such asFannie Mae and Freddie Mac;

• changes in neighborhood values and buyerdemand; and

• the unavailability of construction financing ormortgage loans at rates acceptable todevelopers.

Variations in rental income and space availability andvacancy rates in terms of supply and demand are additionalfactors affecting real estate generally and REITs in particular.Properties owned by a REIT may not be adequately insuredagainst certain losses and may be subject to significantenvironmental liabilities, including remediation costs.

You should also be aware that REITs may not bediversified and are subject to the risks of financing projects.The real estate industry may be cyclical, and, if the Trustacquires REIT Securities at or near the top of the cycle,there is increased risk of a decline in value of the REITSecurities and therefore the value of the Units. REITs arealso subject to defaults by borrowers and the market’sperception of the REIT industry generally.

Because of their structure, and the legal requirement thatthey distribute at least 90% of their taxable income toshareholders annually, REITs require frequent amounts ofnew funding, through both borrowing money and issuingstock. Thus, REITs historically have frequently issuedsubstantial amounts of new equity shares (or equivalents) topurchase or build new properties. This may have adverselyaffected REIT equity share market prices. Both existing andnew share issuances may have an adverse effect on theseprices in the future, especially when REITs continue to issuestock when real estate prices are relatively high and stockprices are relatively low.

Technology. The Trust invests in technologycompanies. Technology companies face risks related to

rapidly changing technology, rapid product obsolescence,cyclical market patterns and intense competition, evolvingindustry standards and frequent new product introductions.An unexpected change in technology can have a significantnegative impact on a technology company. The failure of atechnology company to introduce new products ortechnologies or keep pace with rapidly changingtechnology, can have a negative impact on the company’sresults. Technology stocks tend to experience substantialprice volatility and speculative trading. Announcementsabout new products, technologies, operating results ormarketing alliances can cause stock prices to fluctuatedramatically. At times, however, extreme price and volumefluctuations may occur in the Securities of companies inthis industry group that are unrelated to the operatingperformance of the company.

The market for certain products may have only recentlybegun to develop, is rapidly evolving or is characterized byan increase in suppliers. Key components of sometechnology products are available only from limited sources.This can impact the cost of and ability to acquire thesecomponents. Some technology companies service highlyconcentrated customer bases of only a limited number oflarge companies. Any failure to meet the standards of thesecustomers could result in a significant loss or reduction insales. Many products and technologies are incorporatedinto other products. As a result, some companies aresometimes highly dependent on the performance of othertechnology companies. We cannot guarantee that thesecustomers will continue to place additional orders or willplace orders in similar quantities as in the past.

The life cycle of a new technology product or servicetends to be short, resulting in volatile sales, earnings andstock prices for many technology companies. Additionally,with the rapid evolution of technologies, competitiveadvantages tend to be short lived and product pricingusually falls. Historically, many of the benefits from newtechnologies have gone to the consumer, as their creatorshave been unable to retain differentiation or pricing power.Some of the large technology companies have beeninvolved in antitrust litigation and may continue to be in thefuture. A slowdown in corporate or consumer spending ontechnology will likely hurt technology company revenues.Technology companies rely on international sales for ameaningful part of their revenues. Any economic slowdowncould hurt revenues.

Telecommunications. Because your Trust invests insecurities of issuers in the telecommunications industry, thevalue of the Units may be susceptible to factors affecting thetelecommunications industry. The telecommunications industryis subject to governmental regulation. For example, the UnitedStates government and state governments regulate permittedrates of return and the kinds of services that a company mayoffer. The products and services of telecommunicationscompanies may become outdated very rapidly. A company’sperformance can be hurt if the company fails to keep pace

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with technological advances. These factors could affect thevalue of Units. Certain types of companies represented in aportfolio are engaged in fierce competition for a share of themarket of their products and may have higher costs, includingliabil it ies associated with the medical, pension andpostretirement expenses of their workforce, than theircompetitors. As a result, competitive pressures are intenseand the stocks are subject to rapid price volatility.

Several high-profile bankruptcies of large telecommunicationscompanies in the past have illustrated the potentially unstablecondition of the telecommunications industry. High debt loadsthat were accumulated during the industry growth spurt of the1990s caught up to the industry, causing debt and stockprices to trade at distressed levels for manytelecommunications companies and increasing the cost ofcapital for needed additional investment. At the same time,demand for some telecommunications services remainsweak, as several key markets are oversaturated and manycustomers can choose between several service providers andtechnology platforms. To meet increasing competition,companies may have to commit substantial capital,particularly in the formulation of new products and servicesusing new technologies. As a result, many companies havebeen compelled to cut costs by reducing their workforce,outsourcing, consolidating and/or closing existing facilitiesand divesting low selling product lines. Furthermore, certaincompanies involved in the industry have also faced scrutinyfor alleged accounting irregularities that may have led to theoverstatement of their financial results, and other companiesin the industry may face similar scrutiny. Moreover, somecompanies have begun the process of emerging frombankruptcy and may have reduced levels of debt and othercompetitive advantages over other telecommunicationscompanies. Due to these and other factors, the risk level ofowning the securities of telecommunications companies hasincreased substantially and may continue to rise.

Federal legislat ion governing the United Statestelecommunications industry may become subject to judicialreview and additional interpretation, which may adverselyaffect the companies whose securities are held by the Trust.Moreover, continued consolidation in this industry couldcreate integration expenses and delay, and consequentmanagement diversion of attention away from ongoingoperations and related risks, among other factors, couldresult in the failure of these companies to realize expectedcost savings or synergies.

Utilities. The Trust invests in utility companies. Manyutility companies, especially electric and gas and otherenergy related utility companies, are subject to variousuncertainties, including:

• risks of increases in fuel and other operatingcosts;

• restrictions on operations and increased costsand delays as a result of environmental, nuclearsafety and other regulations;

• regulatory restrictions on the ability to passincreasing wholesale costs along to the retailand business customer;

• coping with the general effects of energyconservation;

• technological innovations which may renderexisting plants, equipment or products obsolete;

• the effects of unusual, unexpected or normallocal weather, maturing markets and difficulty inexpanding to new markets due to regulatory andother factors;

• the potential impact of natural or man-madedisasters;

• difficulty obtaining adequate returns on investedcapital, even if frequent rate increases areapproved by public service commissions;

• the high cost of obtaining financing duringperiods of inflation;

• difficulties of the capital markets in absorbingutility debt and equity securities; and

• increased competition.

Any of these factors, or a combination of these factors,could affect the supply of or demand for energy, such aselectricity or natural gas, or water, or the ability of the issuersto pay for such energy or water which could adversely affectthe profitability of the issuers of the Securities and theperformance of the Trust.

Utility companies are subject to extensive regulation atthe federal and state levels in the United States. At thefederal level, the Federal Energy Regulatory Commission(the “FERC”), the Federal Trade Commission (the “FTC”),the Securities and Exchange Commission (the “SEC”), andthe Nuclear Regulatory Commission (the “NRC”) haveauthority to oversee electric and combination electric andgas utilities. The value of utility company stocks maydecline because governmental regulation affecting theutilities industry can change. This regulation may prevent ordelay the utility company from passing along cost increasesto its customers, which could hinder the utility company’sability to meet its obligations to its suppliers and could leadto the taking of measures, including the acceleration ofobligations or the institution of involuntary bankruptcyproceedings, by its creditors against such utility company.Furthermore, regulatory authorities, which may be subjectto political and other pressures, may not grant future rateincreases, or may impose accounting or operationalpolicies, any of which could adversely affect a company’sprofitability and its stock price.

Certain utility companies have experienced full or partialderegulation in recent years. These utility companies arefrequently more similar to industrial companies in that they aresubject to greater competition and have been permitted byregulators to diversify outside of their original geographic

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regions and their traditional lines of business. Theseopportunities may permit certain utility companies to earnmore than their traditional regulated rates of return. Somecompanies, however, may be forced to defend their corebusiness and may be less profitable. Mergers in the utilityindustry may require approval from several federal and stateregulatory agencies, including the FERC, the FTC, and theSEC. These regulatory authorities could, as a matter of policy,reverse the trend toward deregulation and make consolidationmore difficult, or cause delay in the merger process, any ofwhich could cause the prices of these stocks to fall.

Foreign Issuers. The Trust may invest in stocks offoreign companies. These stocks involve additional risks thatdiffer from an investment in domestic stocks. These risksinclude the risk of losses due to future political andeconomic developments, international trade conditions,foreign withholding taxes and restrictions on foreigninvestments and exchange of securities. The Trust may alsoinvolve the risk that fluctuations in exchange rates betweenthe U.S. dollar and foreign currencies may negatively affectthe value of the stocks. The Trust may involve the risk thatinformation about the stocks is not publicly available or isinaccurate due to the absence of uniform accounting andfinancial reporting standards. In addition, some foreignsecurities markets are less liquid than U.S. markets. Thiscould cause the Trust to buy stocks at a higher price or sellstocks at a lower price than would be the case in a highlyliquid market. Foreign securities markets are often morevolatile and involve higher trading costs than U.S. markets,and foreign companies, securities markets and brokers arealso generally not subject to the same level of supervisionand regulation as in the U.S.

Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global Depositary Receipts(“GDRs”), or other similar receipts. ADRs and GDRsrepresent receipts for foreign common stock deposited witha custodian (which may include the Trustee). The ADRs inthe Trust, if any, trade in the U.S. in U.S. dollars and areregistered with the SEC. GDRs are receipts, issued byforeign banks or trust companies, or foreign branches ofU.S. banks, that represent an interest in shares of either aforeign or U.S. corporation. These instruments may notnecessarily be denominated in the same currency as thesecurities into which they may be converted. ADRs andGDRs generally involve the same types of risks as foreigncommon stock held directly. Some ADRs and GDRs mayexperience less liquidity than the underlying common stockstraded in their home market. The Trust may invest insponsored or unsponsored ADRs. Unlike a sponsored ADRwhere the depositary has an exclusive relationship with theforeign issuer, an unsponsored ADR may be created by adepositary institution independently and without thecooperation of the foreign issuer. Consequently, informationconcerning the foreign issuer may be less current or reliablefor an unsponsored ADR and the price of an unsponsoredADR may be more volatile than if it was a sponsored ADR.

Depositaries of unsponsored ADRs are not required todistribute shareholder communications received from theforeign issuer or to pass through voting rights to its holders.The holders of unsponsored ADRs generally bear all thecosts associated with establishing the unsponsored ADR,whereas the foreign issuers typically bear certain costs in asponsored ADR.

Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United States andabroad which may have a negative impact on certain of theissuers whose Securities are held by the Trust. In addition,litigation regarding any of these issuers or of the industriesrepresented by these issuers may negatively impact theshare prices of their Securities, or on the tax treatment ofyour Trust or of your investment in the Trust. No one canpredict what impact any pending or threatened litigation willhave on the share prices of the Securities, which mayadversely affect the value of your Units.

No FDIC Guarantee. An investment in the Trust is nota deposit of any bank and is not insured or guaranteed bythe Federal Deposit Insurance Corporation or any othergovernment agency.

PUBLIC OFFERING

General. Units are offered at the Public Offering Pricewhich consists of the underlying value of the Securities, thesales charge, and cash, if any, in the Income and CapitalAccounts. The maximum sales charge assessed to eachUnitholder is 3.50% of the Public Offering Price (3.627% ofthe aggregate value of the Securities). A portion of thePublic Offering Price includes an amount of Securities to payfor all or a portion of the costs incurred in establishing theTrust, including the cost of preparing documents relating tothe Trust (such as the prospectus, trust agreement andclosing documents, federal and state registration fees, theinitial fees and expenses of the Trustee and legal and auditexpenses). In the event that Units continue to be offered onor after the first anniversary of the Initial Date of Deposit ofthe Trust, beginning on July 20, 2011, and on each July 20thereafter, the secondary market sales charge will bereduced by 0.5% to a minimum of 2.00%. The actual salescharge that may be paid by an investor may differ slightlyfrom the sales charges shown herein due to rounding thatoccurs in the calculation of the Public Offering Price and inthe number of Units purchased.

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

Reducing Your Sales Charge. The Sponsor offers avariety of ways for you to reduce the sales charge that youpay. It is your financial professional’s responsibility to alertthe Sponsor of any discount when you purchase Units.Before you purchase Units you must also inform yourfinancial professional of your qualification for any discount orof any combined purchases to be eligible for a reducedsales charge. You may not combine discounts.

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Large Quantity Purchases. You can reduce your salescharge by increasing the size of your investment. If youpurchase the amount of Units shown in the table belowduring the initial offering period, the sales charge will beas follows:

Aggregate Units Purchased Sales Charge____________________________ ______________

Less than 2,500 . . . . . . . . . . . . . . . . . . . . . 3.50%2,500 - 24,999 . . . . . . . . . . . . . . . . . . . . . . 2.5025,000 - 99,999 . . . . . . . . . . . . . . . . . . . . 1.90100,000 or more . . . . . . . . . . . . . . . . . . . . 1.40

Except as described below, these quantity discountlevels apply only to purchases of Units made by the sameperson on a single day from a single broker-dealer. We applythese sales charges as a percent of the Public Offering Priceper Unit at the time of purchase. We also apply the differentpurchase levels on a Unit basis using a $10 Unit equivalent.For example, if you purchase between 2,500 and 24,999Units of the Trust, your sales charge will be 2.50% of yourPublic Offering Price per Unit.

For purposes of achieving these levels you may combinepurchases of Units of the Trust offered in this prospectuswith purchases of units of any other Van Kampen-sponsored unit investment trust in the initial offering period.In addition, Units purchased in the name of your spouse orchildren under 21 living in the same household as you willbe deemed to be additional purchases by you for thepurposes of calculating the applicable quantity discountlevel. The reduced sales charge levels wi l l a lso beapplicable to a trustee or other fiduciary purchasing Unitsfor a single trust, estate (including multiple trusts createdunder a single estate) or fiduciary account. To be eligible foraggregation as described in this paragraph, all purchasesmust be made on the same day through a single broker-dealer or selling agent. You must inform your broker-dealerof any combined purchases before your purchase to beeligible for a reduced sales charge.

Rollovers and Exchanges. During the initial offering periodof the Trust, unitholders of any Van Kampen-sponsored unitinvestment trusts and unitholders of unaffi l iated unitinvestment trusts may utilize their redemption or terminationproceeds from such a trust to purchase Units of the Trust atthe Public Offering Price per Unit less 1.00%. In order to beeligible for the sales charge discounts applicable to Unitpurchases made with redemption or termination proceedsfrom other unit investment trusts, the termination orredemption proceeds used to purchase Units of the Trustmust be derived from a transaction that occurred within 30days of your Unit purchase. In addition, the discounts willonly be available for investors that utilize the same financialprofessional (or a different financial professional withappropriate notification) for both the Unit purchase and thetransaction resulting in the receipt of the termination orredemption proceeds used for the Unit purchase. You maybe required to provide appropriate documentation or other

information to your financial professional to evidence youreligibility for these reduced sales charge discounts. Anexchange does not avoid a taxable event on the redemptionor termination of an interest in a trust.

Employees. Employees, officers and directors (includingtheir spouses and children under 21 living in the samehousehold, and trustees, custodians or fiduciaries for thebenefit of such persons) of Van Kampen Funds Inc. and itsaffiliates, and financial professionals and their affiliates maypurchase Units at the Public Offering Price less theapplicable dealer concession. All employee discounts aresubject to the policies of the related selling firm. Onlyemployees, officers and directors of companies that allowtheir employees to participate in this employee discountprogram are eligible for the discounts.

Distribution Reinvestments. We do not charge any salescharge when you reinvest distributions from your Trust intoadditional Units of your Trust.

Unit Price. The Public Offering Price of Units will varyfrom the amounts stated under “Essential Information” inaccordance with fluctuations in the prices of the underlyingSecurities in the Trust. The initial price of the Securities upondeposit by the Sponsor was determined by the Trustee. TheTrustee will generally determine the value of the Securitiesas of the Evaluation Time on each business day and willadjust the Public Offering Price of Units accordingly. The“Evaluation Time” is the close of trading on the New YorkStock Exchange on each Trust business day. The term“business day”, as used herein and under “Rights ofUnitholders--Redemption of Units”, means any day onwhich the New York Stock Exchange is open for regulartrading. The Public Offering Price per Unit will be effectivefor all orders received prior to the Evaluation Time on eachbusiness day. Orders received by the Sponsor prior to theEvaluation Time and orders received by authorized financialprofessionals prior to the Evaluation Time that are properlytransmitted to the Sponsor by the time designated by theSponsor, are priced based on the date of receipt. Ordersreceived by the Sponsor after the Evaluation Time, andorders received by authorized financial professionals afterthe Evaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the timedesignated by the Sponsor, are priced based on the date ofthe next determined Public Offering Price per Unit providedthey are received timely by the Sponsor on such date. It isthe responsibility of authorized financial professionals totransmit orders received by them to the Sponsor so they willbe received in a timely manner.

The value of Securities is based on the Securities’ marketprices when available. When a market price is not readilyavailable, including circumstances under which the Trusteedetermines that a Security’s market price is not accurate, aSecurity is valued at its fair value, as determined underprocedures established by the Trustee or an independentpricing service used by the Trustee. In these cases, theTrust’s net asset value will reflect certain Securities’ fair value

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rather than their market price. With respect to Securitiesthat are primarily listed on foreign exchanges, the value ofthe Securities may change on days when you will not beable to purchase or sell Units. The value of any foreignSecurities is based on the applicable currency exchangerate as of the Evaluation Time. The Sponsor will provideprice dissemination and oversight services to the Trust.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay the costsincurred in establishing the Trust. These costs include thecosts of preparing documents relating to the Trust (such asthe registration statement, prospectus, trust agreement andlegal documents), federal and state registration fees, theinitial fees and expenses of the Trustee and the initial audit.Your Trust will sell Securities to reimburse the Sponsor forthese costs at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will decline whenthe Trust pays these costs.

In offering the Units to the public, neither the Sponsor norany broker-dealers are recommending any of the individualSecurities but rather the entire pool of Securities, taken as awhole, which are represented by the Units.

Unit Distribution. Units will be distributed to the publicby the Sponsor and the Underwriter at the Public OfferingPrice. Units repurchased in the secondary market, if any,may be offered by this prospectus at the secondary marketPublic Offering Price in the manner described above.

The Sponsor intends to qualify Units for sale in a numberof states. The Underwriter will be allowed a concession oragency commission in connection with the distribution ofUnits as described under “Sponsor and UnderwriterCompensation”.

In addit ion to the regular concession or agencycommission set forth in the table above, all broker-dealersand other selling firms will be eligible to receive additionalcompensation based on total initial offering period sales ofall eligible Van Kampen unit investment trusts during aQuarterly Period as set forth in the following table:

Initial Offering Period VolumeSales During Quarterly Period Concession______________________________ ____________

$2 million but less than $5 million . . . . . . . . 0.025%$5 million but less than $10 million . . . . . . . 0.050$10 million but less than $50 million . . . . . . 0.075$50 million or more . . . . . . . . . . . . . . . . . . 0.100

“Quarterly Period” means the following periods: January –March; April – June; July – September; and October –December. Broker-dealers and other selling firms will notreceive these additional volume concessions on the sale ofunits which are not subject to the transactional salescharge; however, such sales will be included in determiningwhether a firm has met the sales level breakpoints set forthin the table above. Secondary market sales of all unitinvestment trusts are excluded for purposes of thesevolume concessions. The Sponsor will pay these amounts

out of the transactional sales charge received on units withina reasonable time following each Quarterly Period. For atrust to be eligible for this additional compensation forQuarterly Period sales, the trust’s prospectus must includedisclosure related to this additional compensation; a trust isnot el igible for this addit ional compensation i f theprospectus for such trust does not include disclosurerelated to this additional compensation.

Any sales charge discount provided to investors will beborne by the selling broker-dealer or agent as indicatedunder “General” above. Notwithstanding anything to thecontrary herein, in no case shal l the total of anyconcessions, agency commissions and any additionalcompensation allowed or paid to any broker, dealer andother selling firms of Units with respect to any individualtransaction exceed the total sales charge applicable to suchtransaction. The Sponsor reserves the right to reject, inwhole or in part, any order for the purchase of Units and tochange the amount of the concession or agencycommission to dealers and others from time to time.

The Sponsor may provide, at its own expense and out ofits own profits, additional compensation and benefits tobroker-dealers and other selling firms who sell Units of thisTrust and the Sponsor’s other products. This compensationis intended to result in additional sales of the Sponsor’sproducts and/or compensate broker-dealers and otherselling firms for past sales. The Sponsor may make thesepayments for marketing, promotional or related expenses,including, but not limited to, expenses of entertaining retailcustomers and financial advisors, advertising, sponsorshipof events or seminars, obtaining shelf space in broker-dealerfirms and similar activities designed to promote the sale ofthe Trust and the Sponsor’s other products. Fees mayinclude payment for travel expenses, including lodging,incurred in connection with trips taken by invited registeredrepresentatives for meetings or seminars of a businessnature. These arrangements will not change the price youpay for your Units.

Sponsor and Underwriter Compensation. TheSponsor will receive the total sales charge applicable to eachtransaction. The Underwriter will be allowed a concession oragency commission in connection with the distribution ofUnits during the initial offering period equal to 2.75% of thePublic Offering Price per Unit. For transactions involvingunitholders of other Van Kampen unit investment trusts whouse their redemption or termination proceeds to purchaseUnits of the Trust offered in this prospectus, the totalUnderwriter concession will amount to 1.75% per Unit. Inconnection with secondary market transactions in Units, ifany, the total concession will equal 65% of the sales chargeapplicable to the transaction. Any sales charge discountprovided to investors will be borne by the selling broker-dealeror agent. In addition, the Sponsor will realize a profit or loss asa result of the difference between the price paid for theSecurities by the Sponsor and the cost of the Securities tothe Trust on the Initial Date of Deposit as well as on

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subsequent deposits. See “Notes to Portfolio”. The Sponsorhas not participated as sole underwriter or as manager or asa member of the underwriting syndicate or as an agent in aprivate placement for any of the Securities. The Underwritermay benefit from, or receive compensation in connectionwith, activities described under “Notes to Portfolio” and “TrustAdministration”. The Sponsor or Underwriter may realize profitor loss as a result of the possible fluctuations in the marketvalue of Securities held by the Sponsor or Underwriter for saleto the public. In maintaining a secondary market, theUnderwriter will realize profits or losses in the amount of anydifference between the price at which Units are purchasedand the price at which Units are resold (which price includesthe applicable sales charge) or from a redemption ofrepurchased Units at a price above or below the purchaseprice. Cash, if any, made available to the Sponsor prior to thedate of settlement for the purchase of Units may be used inthe Sponsor’s business and may be deemed to be a benefitto the Sponsor, subject to the limitations of the SecuritiesExchange Act of 1934.

The Underwriter, an affiliate or an affiliate of the Sponsormay have part ic ipated in, and may have receivedcompensation in connection with, a public offering of oneor more of the Securities. The Sponsor, the Underwriter oran affiliate of either of them or their employees may have along or short position in the Securities or related securities.The Sponsor, the Underwriter or an affiliate of either of themmay act as a specialist or market maker for the Securities.An officer, director or employee of the Sponsor, theUnderwriter or an affiliate of either of them may be anofficer or director for issuers of the Securities or theiraffiliates. See “Notes to Portfolio”.

Market for Units. Although it is not obligated to do so,the Underwriter may maintain a market for Units andpurchase Units at the secondary market repurchase price,which is described under “Rights of Unitholders--Redemption of Units”. The Underwriter may discontinuepurchases of Units or discontinue purchases at this price atany time. In the event that a secondary market is notmaintained, a Unitholder will be able to dispose of Units bytendering them to the Trustee for redemption at theRedemption Price. See “Rights of Unitholders--Redemptionof Units”. Unitholders should contact their f inancialprofessional to determine the best price for Units in thesecondary market. The Trustee will notify the Underwriter ofany Units tendered for redemption. If the Underwriter’s bid inthe secondary market equals or exceeds the RedemptionPrice per Unit, it may purchase the Units not later than theday on which Units would have been redeemed by theTrustee. The Underwriter may sell repurchased Units at thesecondary market public offering price per Unit.

RETIREMENT ACCOUNTS

Units are available for purchase in connection with certaintypes of tax-sheltered retirement plans, including IndividualRetirement Accounts for individuals, Simplified Employee

Pension Plans for employees, qual i f ied plans forself-employed individuals, and qualified corporate pensionand profit sharing plans for employees. The purchase ofUnits may be limited by the plans’ provisions and does notitself establish such plans.

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net of expenses,and any net proceeds from the sale of Securities received bythe Trust will generally be distributed on each DistributionDate to Unitholders of record on the preceding Record Date.These dates appear under “Essential Information”.Unitholders will also receive a final distribution when the Trustterminates. In addition, your Trust will generally make requireddistributions at the end of the year because it is structured asa "regulated investment company" for federal tax purposes. Aperson becomes a Unitholder of record on the date ofsettlement (generally three business days after Units areordered). Unitholders may elect to receive distributions incash or to have distributions reinvested into additional Units.See “Rights of Unitholders--Reinvestment Option”.

Dividends and interest received by the Trust are creditedto the Income Account of the Trust. Other receipts (forexample, capital gains, proceeds from the sale of Securities)are credited to the Capital Account. Proceeds received onthe sale of any Securities, to the extent not used to meetredemptions of Units or to pay fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition of any Securities after a Record Date and prior tothe following Distribution Date will be held in the CapitalAccount and not distributed until the next Distribution Date.Any distribution to Unitholders consists of each Unitholder’spro rata share of the available cash in the Income andCapital Accounts as of the related Record Date.

Estimated Distributions. The estimated init ialdistribution and estimated net annual income per Unit areshown under “Essential Information.” Generally, the estimateof the income the Trust may receive is based on the mostrecent ordinary quarterly dividends declared by an issuer,the most recent interim and final dividends declared forcertain foreign issuers, or scheduled income payments (in allcases accounting for any applicable foreign withholdingtaxes). In certain cases, estimated net annual income mayalso be based upon several recently declared dividends ofan issuer. However, common stocks do not assure dividendpayments and therefore the amount of future dividend incometo your Trust is uncertain. Except to the extent offset by anyincreasing dividends or distributions by issuers of Securities,the actual net annual distributions on Units held by the Trustmay decrease over time because a portion of the Securitiesincluded in the Trust will be sold to pay for the organizationcosts. Securities may also be sold to pay regular fees andexpenses during the Trust’s life. Dividend and incomeconventions for certain companies and/or certain countriesdiffer from those typically used in the United States and incertain instances, dividends/income paid or declared over

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several years or other periods may be used to estimateannual distr ibutions. The actual net annual incomedistributions you receive will vary from the estimated amountdue to changes in the Trust’s fees and expenses, in actualincome received by the Trust and with changes in the Trustsuch as changes in dividends, or the acquisition, merger orbankruptcy of the issuers of Securities. Due to these andvarious other factors, actual income received by the Trustwill most likely differ from the estimated dividends.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may be lawfullyoffered for sale in the state in which the Unitholder resides).The CUSIP numbers are set forth under “EssentialInformation”. Brokers and dealers can use the DividendReinvestment Service through Depository Trust Company(“DTC”) or purchase a Reinvest CUSIP, if available. Toparticipate in this reinvestment option, a Unitholder must filewith the Trustee a written notice of election, together withany other documentation that the Trustee may then require,at least five days prior to the related Record Date. AUnitholder’s election will apply to all Units owned by theUnitholder and will remain in effect until changed by theUnitholder. The reinvestment option is not offered during the30 days prior to termination. If Units are unavailable forreinvestment or this reinvestment option is no longeravailable, distributions will be paid in cash. Distributions willbe taxable to Unitholders if paid in cash or automaticallyreinvested in additional Units. See “Taxation”.

A part icipant may elect to terminate his or herreinvestment plan and receive future distributions in cash bynotifying the Trustee in writing no later than five days beforea Distribution Date. The Sponsor has the right to suspend orterminate the reinvestment plan at any t ime. Thereinvestment plan is subject to availability or limitation byeach broker-dealer or selling firm. Broker-dealers maysuspend or terminate the offering of a reinvestment plan atany time. Please contact your financial professional foradditional 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 is open.No redemption fee will be charged by the Sponsor or theTrustee, but you are responsible for applicable governmentalcharges, if any. Units redeemed by the Trustee will becanceled. You may redeem all or a portion of your Units bysending a request for redemption to your bank orbroker-dealer through which you hold your Units. No laterthan the seventh day following the tender, the Unitholder willbe entitled to receive in cash an amount for each Unit equalto the Redemption Price per Unit next computed on thedate of tender. The “date of tender” is deemed to be thedate on which Units are received by the Trustee, except thatwith respect to Units received by the Trustee after the

Evaluation Time or on a day which is not a Trust businessday, the date of tender is deemed to be the next businessday. Redemption requests received by the Trustee after theEvaluation Time, and redemption requests received byauthorized financial professionals after the Evaluation Timeor redemption requests received by such persons that arenot transmitted to the Trustee until after the time designatedby the Trustee, are priced based on the date of the nextdetermined redemption price provided they are receivedtimely by the Trustee on such date. It is the responsibility ofauthorized financial professionals to transmit redemptionrequests received by them to the Trustee so they will bereceived in a timely manner.

Unitholders tendering 2,500 or more Units of the Trustfor redemption may request an in kind distribution ofSecurities equal to the Redemption Price per Unit on thedate of tender. Unitholders may not request an in kinddistribution within thirty days of the Trust’s termination. TheTrust generally will not offer in kind distributions of portfoliosecurities that are held in foreign markets. An in kinddistribution will be made by the Trustee through thedistribution of each of the Securities in book-entry form tothe account of the Unitholder’s broker-dealer at DTC.Amounts representing fractional shares will be distributed incash. The Trustee may adjust the number of shares of anySecurity included in a Unitholder’s in kind distribution tofacilitate the distribution of whole shares. The in kinddistribution option may be modified or discontinued at anytime without notice. Notwithstanding the foregoing, if aUnitholder requesting an in kind distribution is the Sponsoror an affiliated person of the Trust, the Trustee may makean in kind distribution to such Unitholder, provided that noone with a pecuniary incentive to influence the in kinddistribution may influence selection of the distributedsecurities, the distribution must consist of a pro ratadistribution of all portfolio securities (with limited exceptions)and the in kind distribution may not favor such affiliatedperson to the detriment of any other Unitholder.

The Trustee may sel l Securit ies to satisfy Unitredemptions. To the extent that Securities are redeemed inkind or sold, the size of the Trust will be, and the diversity ofthe Trust may be, reduced. Sales may be required at a timewhen Securities would not otherwise be sold and may resultin lower prices than might otherwise be realized. The pricereceived upon redemption may be more or less than theamount paid by the Unitholder, depending on the value ofthe Securities at the time of redemption. Special federalincome tax consequences will result if a Unitholder requestsan in kind distribution. See “Taxation”.

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the pro ratashare of each Unit in the Trust, determined on the basis of(i) the cash on hand in the Trust, (ii) the value of theSecurities in the Trust and (iii) dividends or other incomedistributions receivable on the Securities in the Trust tradingex-dividend as of the date of computation, less (a) amounts

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representing taxes or other governmental charges payableout of the Trust and (b) the accrued expenses of the Trust(including costs associated with liquidating securities afterthe end of the initial offering period). During the initialoffering period, the redemption price and the secondarymarket repurchase price are not reduced by the estimatedorganization costs. For these purposes, the Trustee willdetermine the value of the Securities as described under“Public Offering--Unit Price”.

The right of redemption may be suspended and paymentpostponed for any period during which the New York StockExchange is closed, other than for customary weekend andholiday closings, or any period during which the SECdetermines that trading on that Exchange is restricted or anemergency exists, as a result of which disposal or evaluationof the Securities is not reasonably practicable, or for otherperiods as the SEC may permit.

Exchange Option. When you redeem Units of yourTrust or when your Trust terminates, you may be able toexchange your Units for units of other Van Kampen unittrusts at a reduced sales charge. You should contact yourfinancial professional for more information about trustscurrently available for exchanges. Before you exchangeUnits, you should read the prospectus of the new trustcarefully and understand the risks and fees. You should thendiscuss this option with your financial professional todetermine whether your investment goals have changed,whether current trusts suit you and to discuss taxconsequences. The Sponsor may discontinue this option atany time.

Rollover. The Sponsor may offer a subsequent series ofthe Trust for a Rollover when the Trust terminates.

On the Mandatory Termination Date you will have theoption to (1) participate in a Rollover and have your Unitsreinvested into a subsequent trust series or (2) receive acash 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 series atthe public offering price for the new trust. The Trustee willattempt to sell Securities to satisfy the redemption asquickly as practicable on the Mandatory Termination Date.The Sponsor does not anticipate that the sale period will belonger than one day, however, certain factors could affectthe ability to sell the Securities and could impact the lengthof the 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.

The Sponsor may make subsequent trust series availablefor sale at various times during the year. Of course, theSponsor cannot guarantee that a subsequent trust orsufficient units will be available or that any subsequent trustswill offer the same investment strategy or objective as thecurrent Trust. The Sponsor cannot guarantee that a Rollover

will avoid any negative market price consequences resultingfrom trading large volumes of securities. Market price trendsmay make it advantageous to sell or buy securities morequickly or more slowly than permitted by Trust procedures.The Sponsor may, in its sole discretion, modify a Rollover orstop creating units of a trust at any time regardless of whetherall proceeds of Unitholders have been reinvested in a Rollover.If the Sponsor decides not to offer a subsequent series,Unitholders will be notified prior to the Mandatory TerminationDate. Cash which has not been reinvested in a Rollover willbe distributed to Unitholders shortly after the MandatoryTermination Date. Rollover participants may receive taxabledividends or realize taxable capital gains which are reinvestedin connection with a Rollover but may not be entitled to adeduction for capital losses due to the “wash sale” tax rules.Due to the reinvestment in a subsequent trust, no cash will bedistributed to pay any taxes. See “Taxation”.

Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealer willbe recorded in book-entry form and credited to the accountof your bank or broker-dealer at DTC. Units are transferableby contacting your bank or broker-dealer through which youhold your Units. Transfer, and the requirements therefore, willbe governed by the applicable procedures of DTC and youragreement with the DTC participant in whose name yourUnits are registered on the transfer records of DTC.

Reports Provided. Unitholders will receive a statementof dividends and other amounts received by the Trust foreach distribution. Within a reasonable time after the end ofeach year, each person who was a Unitholder during thatyear will receive a statement describing dividends andcapital received, actual Trust distributions, Trust expenses, alist of the Securities and other Trust information. Unitholdersmay obtain evaluations of the Securities upon request to theTrustee. If you have questions regarding your account oryour Trust, please contact your financial professional or theTrustee. The Sponsor does not have access to individualaccount information.

TRUST ADMINISTRATION

Trust Administration. The Trust is not a managedfund and, except as provided in the Trust Agreement,Securities generally will not be sold or replaced after theinitial deposit. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Trust based on advice from the Supervisor.These situations may include events such as the issuerhaving defaulted on payment of any of its outstandingobligations or the price of a Security having declined tosuch an extent, or other credit factors exist, so that in theopinion of the Supervisor retention of the Security would bedetrimental to the Trust. If a public tender offer has beenmade for a Security or a merger or acquisition has beenannounced affecting a Security, the Trustee may either sellthe Security or accept an offer if the Supervisor determines

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that the sale or exchange is in the best interest ofUnitholders. The Trustee will distribute any cash proceedsto Unitholders. In addition, the Trustee may sell Securitiesto redeem Units or pay Trust expenses. If securities orproperty are acquired by the Trust, the Sponsor may directthe Trustee to sell the securities or property and distributethe proceeds to Unitholders or to accept the securities orproperty for deposit in the Trust. Should any contract forthe purchase of any of the Securities fail, the Sponsor will(unless substantially all of the monies held in the Trust tocover the purchase are reinvested in substitute Securities inaccordance with the Trust Agreement) refund the cash andsales charge attributable to the failed contract to allUnitholders on or before the next Distribution Date.

The Sponsor may direct the reinvestment of proceeds ofthe sale of Securities if the sale is the direct result of seriousadverse credit factors which, in the opinion of the Sponsor,would make retention of the Securities detrimental to theTrust. In such a case, the Sponsor may, but is not obligatedto, direct the reinvestment of sale proceeds in any othersecurities that meet the criteria for inclusion in the Trust onthe Initial Date of Deposit. The Sponsor may also instructthe Trustee to take action necessary to ensure that the Trustcontinues to satisfy the qualif ications of a regulatedinvestment company and to avoid imposition of tax onundistributed income of the Trust.

When the Trust sells Securities, the composition anddiversity of the Securities held by the Trust may be altered.In order to obtain the best price for the Trust, it may benecessary for the Supervisor to specify minimum amounts(generally 100 shares) in which blocks of Securities are to besold. In effecting purchases and sales of the Trust’s portfoliosecurities, the Sponsor may direct that orders be placedwith and brokerage commissions be paid to brokers,including brokers which may be affiliated with the Trust, theSponsor, the Underwriter or dealers participating in theoffering of Units.

Pursuant to an exemptive order, the Trust may bepermitted to sell Securities to a new trust when it terminatesif those Securities are included in the new trust. Theexemption may enable the Trust to eliminate commissioncosts on these transactions. The price for those securitieswill be the closing sale price on the sale date on theexchange where the Securities are principally traded, ascertified by the Sponsor.

Amendment of the Trust Agreement. The Trusteeand the Sponsor may amend the Trust Agreement withoutthe consent of Unitholders to correct any provision whichmay be defective or to add or delete other provisions thatwil l not material ly adversely affect Unitholders (asdetermined in good faith by the Sponsor and the Trustee).The Trust Agreement may not be amended to increase thenumber of Units or permit acquisition of securities inaddition to or substitution for the Securities (except asprovided in the Trust Agreement). The Trustee will notifyUnitholders of any amendment.

Termination. The Trust will terminate on the MandatoryTermination Date or upon the sale or other disposition of thelast Security held in the Trust. The Trust may be terminatedat any time with consent of Unitholders representingtwo-thirds of the outstanding Units or by the Trustee whenthe value of the Trust is less than $500,000 ($3,000,000 ifthe value of the Trust has exceeded $15,000,000) (the“Minimum Termination Value”). The Trust will be liquidated bythe Trustee in the event that a sufficient number of Units ofthe Trust not yet sold are tendered for redemption by theSponsor, so that the net worth of the Trust would bereduced to less than 40% of the value of the Securities atthe time they were deposited in the Trust. If the Trust isliquidated because of the redemption of unsold Units by theSponsor, the Sponsor will refund to each purchaser of Unitsthe entire sales charge paid by such purchaser. Unitholderswill be notified of any termination. The Trustee may begin tosell Securities in connection with a Trust termination during aperiod beginning nine business days before, and no laterthan, the Mandatory Termination Date. Approximately forty-five days before this date, the Trustee will notify Unitholdersof the termination and provide a form enabling qualifiedUnitholders to elect an in kind distribution of Securities,provided that Unitholders may not request an in kinddistribution of Securities within thirty days of the Trust’stermination. Any in kind distribution of Securities will bemade in the manner and subject to the restrictionsdescribed under “Rights of Unitholders--Redemption ofUnits”, provided that, in connection with an in kinddistribution election more than 30 days prior to termination,Unitholders tendering 2,500 or more Units of the Trust (orsuch higher amount as may be required by your broker-dealer or selling agent) may request an in kind distribution ofSecurities equal to the Redemption Price per Unit on thedate of tender. Unitholders wil l receive a f inal cashdistribution within a reasonable time after the MandatoryTermination Date. All distributions will be net of the Trust’sexpenses and costs. Unitholders wil l receive a f inaldistribution statement following termination. The InformationSupplement contains further information regardingtermination of the Trust. See “Additional Information”.

Limitations on Liabilities. The Sponsor, Underwriter,Supervisor and Trustee are under no liability for taking anyaction or for refraining from taking any action in good faithpursuant to the Trust Agreement, or for errors in judgment,but shall be liable only for their own willful misfeasance, badfaith or gross negligence (negligence in the case of theTrustee) in the performance of their duties or by reason oftheir reckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation or lossincurred by reason of the sale by the Trustee of any of theSecurities. In the event of the failure of the Sponsor to actunder the Trust Agreement, the Trustee may act thereunderand is not liable for any action taken by it in good faith underthe Trust Agreement. The Trustee is not liable for any taxesor other governmental charges imposed on the Securities,on it as Trustee under the Trust Agreement or on the Trust,

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which the Trustee may be required to pay under any presentor future law of the United States of America or of any othertaxing authority having jurisdiction. In addition, the TrustAgreement contains other customary provisions limiting theliability of the Trustee. The Sponsor, Underwriter, andSupervisor may rely on any evaluation furnished by theTrustee and have no responsibility for the accuracy thereof.Determinations by the Trustee shall be made in good faithupon the basis of the best information available to it.

Sponsor. Van Kampen Funds Inc. is the Sponsor of yourTrust. The Sponsor is a wholly owned subsidiary of VanKampen Investments Inc. (“Van Kampen Investments”). VanKampen Investments is a diversified asset managementcompany that administers more than three million retailinvestor accounts and has extensive capabilities for managinginstitutional portfolios. Van Kampen Investments is an indirectwholly owned subsidiary of Invesco Ltd. (“Invesco”), a leadingindependent global investment manager that provides a widerange of investment strategies and vehicles to its retail,institutional and high net worth clients around the globe. OnJune 1, 2010, Invesco completed the previously announcedacquisition of the retail asset management business, includingVan Kampen Investments, from Morgan Stanley & Co.Incorporated. The Sponsor’s principal office is located at 11Greenway Plaza, Houston, Texas 77046-1173. As ofDecember 31, 2009, the total stockholders’ equity of VanKampen Funds Inc. was $161,397,932 (unaudited). Thecurrent assets under management and supervision byInvesco and its affiliates were valued at approximately $580billion as of March 31, 2010.

The Sponsor and the Trust have adopted a code of ethicsrequiring Van Kampen’s employees who have access toinformation on Trust transactions to report personal securitiestransactions. This code is intended to avoid potential conflictsof interest and to prevent fraud, deception or misconduct withrespect to the Trust. The Information Supplement containsadditional information about the Sponsor.

If the Sponsor shall fail to perform any of its duties underthe Trust Agreement or become incapable of acting or shallbecome bankrupt or its affairs are taken over by publicauthorities, then the Trustee may (i) appoint a successorSponsor at rates of compensation deemed by the Trustee tobe reasonable and not exceeding amounts prescribed bythe SEC, (ii) terminate the Trust Agreement and liquidate theTrust as provided therein or (iii) continue to act as Trusteewithout terminating the Trust Agreement.

Underwriter. Edward D. Jones & Co., L.P., a Missourilimited partnership, is the Underwriter for the Units. TheUnderwriter is a member of the Financial Industry RegulatoryAuthority, Inc. and has its principal office at 12555 ManchesterRoad, St. Louis, Missouri, 63131, (314) 515-2000.

The Underwriter purchases the Units from the Trust at adiscounted price on the date they are issued by the Trustand sells them to the public at the Public Offering Pricedescribed in this Prospectus. The Underwriter may also sell

Units to dealers who are members of the Financial IndustryRegulatory Authority, Inc. Such dealers, if any, may beallowed a concession or agency commission by theUnderwriter. However, resales of Units by such dealers tothe public will be made at the Public Offering Price. TheUnderwriter reserves the right to reject, in whole or in part,any order for the purchase of Units, and the Underwriterreserves the right to change the amount of the concessionto dealers from time to time.

The Underwriter, in its day to day activities, may act as abroker, agent, principal, specialist or market maker inconnection with the purchase and sale of equity securities,including the Securities. The Underwriter may also provideinvestment banking services to, and may expect to receiveor intend to seek compensation for underwriting services inthe next three months from, some of the issuers of theSecurities. Principals of the Underwriter may serve as amember of the board of directors of one or more issuers ofthe Securities or of affiliates of such issuers. Furthermore,the Underwriter may issue reports and makerecommendations on the Securities. For any of thesebrokerage, specialist, market-making or investment bankingactivit ies, the Underwriter may receive addit ionalcompensation. The Underwriter may also receivecompensation based on commissions generated by sales ofUnits in addition to its concession or agency commission.See “Notes to Portfolio” and “Public Offering--Sponsor andUnderwriter Compensation”.

Trustee. The Trustee is The Bank of New York Mellon, atrust company organized under the laws of the State of NewYork. The Bank of New York Mellon has its principal unitinvestment trust division offices at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217, (800) 856-8487. If youhave questions regarding your account or your Trust, pleasecontact the Trustee at its principal unit investment trustdivision offices or your financial advisor. The Sponsor doesnot have access to individual account information. The Bankof New York Mellon is subject to supervision and examinationby the Superintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System, andits deposits are insured by the Federal Deposit InsuranceCorporation to the extent permitted by law. Additionalinformation regarding the Trustee is set forth in theInformation Supplement, including the Trustee’s qualificationsand duties, its ability to resign, the effect of a mergerinvolving the Trustee and the Sponsor’s ability to remove andreplace the Trustee. See “Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of theTrust as of the date of this prospectus. Tax laws andinterpretations change frequently, and these summaries donot describe all of the tax consequences to all taxpayers.For example, these summaries generally do not describeyour situation if you are a corporation, a non-U.S. person, a

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broker/dealer, a tax-exempt entity, or other investor withspecial circumstances. In addition, this section does notdescribe your state, local or foreign tax consequences.

This federal income tax summary is based in part on theadvice of counsel to the Sponsor. The Internal RevenueService could disagree with any conclusions set forth in thissection. In addition, the Sponsor’s counsel was not asked toreview the federal income tax treatment of the assets to bedeposited in the Trust.

As with any investment, you should seek advice basedon your individual circumstances from your own tax advisor.

Trust Status. The Trust intends to elect and to qualifyannually as a “regulated investment company” under thefederal tax laws. If the Trust qualifies as a regulatedinvestment company and distributes its income as requiredby the tax law, the Trust generally will not pay federalincome taxes.

Distributions. Trust distributions are generally taxable.After the end of each year, you will receive a tax statementthat separates your Trust’s distributions into two categories,ordinary income distributions and capital gains dividends.Ordinary income distributions are generally taxed at yourordinary tax rate, however, as further discussed below,certain ordinary income distributions received from theTrust may be taxed at the capital gains tax rates for taxableyears beginning before January 1, 2011. Certain ordinaryincome dividends on Units that are attributable to qualifyingdividends received by the Trust from certain corporationsmay be designated by the Trust as being eligible for thedividends received deduction for corporate Unitholdersprovided certain holding period requirements are met.Generally, you will treat all capital gains dividends as long-term capital gains regardless of how long you have ownedyour Units. In addition, the Trust may make distributionsthat represent a return of capital for tax purposes and thuswill generally not be taxable to you. The tax status of yourdistributions from your Trust is not affected by whether youreinvest your distributions in additional Units or receivethem in cash. The income from your Trust that you musttake into account for federal income tax purposes is notreduced by amounts used to pay a deferred sales charge, ifany. The tax laws may require you to treat distributionsmade to you in January as if you had received them onDecember 31 of the previous year.

Sale or Redemption of Units. If you sell or redeemyour Units, you will generally recognize a taxable gain orloss. To determine the amount of this gain or loss, you mustsubtract your adjusted tax basis in your Units from theamount you receive in the transaction. Your initial tax basisin your Units is generally equal to the cost of your units,generally including sales charges. In some cases, however,you may have to adjust your tax basis after you purchaseyour Units.

Capital Gains and Losses and Certain OrdinaryIncome Dividends. If you are an individual, the maximum

marginal federal tax rate for net capital gain under currentlaw is generally 15% (zero for certain taxpayers in the 10%and 15% tax brackets). These capital gains rates aregenerally effective for taxable years beginning beforeJanuary 1, 2011. For later periods, if you are an individual,the maximum marginal federal tax rate for net capital gaincurrently is scheduled to be generally 20% (10% for certaintaxpayers in the 10% and 15% tax brackets). The 20% rateis reduced to 18% and the 10% rate is reduced to 8% forlong-term capital gains from most property with a holdingperiod of more than five years.

Net capital gain equals net long-term capital gain minusnet short-term capital loss for the taxable year. Capital gainor loss is long-term if the holding period for the asset ismore than one year and is short-term if the holding periodfor the asset is one year or less. You must exclude the dateyou purchase your Units to determine your holding period.However, if you receive a capital gain dividend from yourTrust and sell your Units at a loss after holding it for sixmonths or less, the loss will be recharacterized as long-termcapital loss to the extent of the capital gain dividendreceived. The tax rates for capital gains realized from assetsheld for one year or less are generally the same as forordinary income. The Internal Revenue Code of 1986, asamended treats certain capital gains as ordinary income inspecial situations.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as the Trust may be taxed at thesame rates that apply to net capital gain (as discussedabove), provided certain holding period requirements aresatisfied and provided the dividends are attributable toqualified dividend income received by the Trust itself. Thesespecial rules relating to the taxation of qualified dividendincome from regulated investment companies generallyapply to taxable years beginning before January 1, 2011.The Trust will provide notice to its Unitholders of the amountof any distribution 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 in kinddistribution of Securities when you redeem your Units. Ingeneral, this distribution will be treated as a sale for federalincome tax purposes and you will recognize gain or loss,based on the value at that time of the securities and theamount of cash received. The Internal Revenue Servicecould however assert that a loss could not be currentlydeducted.

Rollovers and Exchanges. If you elect to have yourproceeds from your Trust rolled over into a future trust, itis considered a sale for federal income tax purposes, ingeneral, and any gain on the sale will be treated as acapital gain, and any loss will be treated as a capital loss.However, any loss realized on a sale or exchange will bedisallowed to the extent that Units disposed of are

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replaced (including through reinvestment of dividends)within a period of 61 days beginning 30 days before andending 30 days after disposition of Units or to the extentthat the Unitholder, during such period, acquires or entersinto an option or contract to acquire, substantial lyidentical stock or securities. In such a case, the basis ofthe Uni ts acquired wi l l be adjusted to ref lect thedisallowed loss.

Deductibility of Trust Expenses. Generally, expensesincurred by your Trust will be deducted from the grossincome received by your Trust and only your share of theTrust’s net income will be paid to you and reported astaxable income to you. However, if the Units of your Trustare held by fewer than 500 Unitholders at any time during ataxable year, your Trust will generally not be able to deductcertain expenses from income, thus resulting in yourreported share of the Trust’s taxable income being increasedby your share of those expenses, even though you do notreceive a corresponding cash distribution. In this case youmay be able to take a deduction for these expenses;however, certain miscellaneous itemized deductions, suchas investment expenses, may be deducted by individualsonly to the extent that all of these deductions exceed 2% ofthe individual’s adjusted gross income.

Foreign Investors. If you are a foreign investor (i.e., aninvestor other than a U.S. citizen or resident or a U.S.corporation, partnership, estate or trust), you should be awarethat, generally, subject to applicable tax treaties, distributionsfrom the Trust will be characterized as dividends for federalincome tax purposes (other than dividends which the Trustdesignates as capital gain dividends) and will be subject toU.S. income taxes, including withholding taxes, subject tocertain exceptions described below. However distributionsreceived by a foreign investor from the Trust that are properlydesignated by the trust as capital gain dividends may not besubject to U.S. federal income taxes, including withholdingtaxes, provided that the Trust makes certain elections andcertain other conditions are met.

Foreign Tax Credit. If the Trust invests in any foreignsecurities, the tax statement that you receive may include anitem showing foreign taxes the Trust paid to other countries.In this case, dividends taxed to you will include your share ofthe taxes the Trust paid to other countries. You may be ableto deduct or receive a tax credit for your share of thesetaxes if the Trust meets certain requirements for passingthrough such deductions or credits to you.

Investors should consult their advisors concerning thefederal, state, local and foreign tax consequences ofinvesting in the Trust.

TRUST OPERATING EXPENSES

General. The fees and expenses of the Trust will accrueon a daily basis. Trust operating fees and expenses aregenerally paid out of the Income Account to the extentfunds are available, and then from the Capital Account.

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

Organization Costs. You and the other Unitholders willbear all or a portion of the organization costs and chargesincurred in connection with the establishment of the Trust.These costs and charges will include the cost of thepreparation, printing and execution of the trust agreement,registration statement and other documents relating to theTrust, federal and state registration fees and costs, the initialfees and expenses of the Trustee and legal and auditingexpenses. The Public Offering Price of Units includes theestimated amount of these costs. The Trustee will deductthese expenses from the Trust’s assets at the end of theinitial offering period.

Trustee’s Fee. For its services the Trustee will receivethe fee from the Trust set forth in the “Fee Table” (whichincludes the estimated amount of miscellaneous Trustexpenses). The Trustee benefits to the extent there arefunds in the Capital and Income Accounts since theseAccounts are non-interest bearing to Unitholders and theamounts earned by the Trustee are retained by the Trustee.Part of the Trustee’s compensation for its services to theTrust is expected to result from the use of these funds.

Compensation of Sponsor and Supervisor. TheSponsor and the Supervisor, which is an affiliate of theSponsor, wi l l receive the annual fee for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. These feesmay exceed the actual costs of providing these services tothe Trust but at no time will the total amount received forthese services rendered to all Van Kampen unit investmenttrusts in any calendar year exceed the aggregate cost ofproviding these services in that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by the Trust: (a) normalexpenses ( including the cost of mail ing reports toUnitholders) incurred in connection with the operation of theTrust, (b) fees of the Trustee for extraordinary services, (c)expenses of the Trustee (including legal and auditingexpenses) and of counsel designated by the Sponsor, (d)various governmental charges, (e) expenses and costs of anyaction taken by the Trustee to protect the Trust and the rightsand interests of Unitholders, (f) indemnification of the Trusteefor any loss, l iabi l i ty or expenses incurred in theadministration of the Trust without negligence, bad faith orwillful misconduct on its part, (g) foreign custodial andtransaction fees (which may include compensation paid to

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A-18

the Trustee or its subsidiaries or affi l iates), (h) costsassociated with liquidating the Securities held in the Trust, (i)any offering costs incurred after the end of the initial offeringperiod and (j) expenditures incurred in contacting Unitholdersupon termination of the Trust. The Trust may pay theexpenses of updating its registration statement each year.

OTHER MATTERS

Legal Opinions. The legality of the Units offered herebyhas been passed upon by Paul, Hastings, Janofsky &Walker LLP. Bryan Cave LLP has acted as counsel to theUnderwriter. Dorsey & Whitney LLP has acted as counsel tothe Trustee.

Independent Registered Public Accounting Firm.

The statement of condition and the related portfolio includedin this prospectus have been audited by Grant ThorntonLLP, independent registered public accounting firm, as setforth in their report in this prospectus, and are includedherein in reliance upon the authority of said firm as expertsin accounting and auditing.

ADDITIONAL INFORMATION

This prospectus does not contain all the information setforth in the registration statements filed by the Trust with theSEC under the Securities Act of 1933 and the InvestmentCompany Act of 1940 (file no. 811-2754). The InformationSupplement, which has been filed with the SEC and isincorporated herein by reference, includes more detailedinformation concerning the Securities, investment risks andgeneral information about the Trust. Information about theTrust (including the Information Supplement) can bereviewed and copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling (202) 551-8090 or (800)SEC-0330. Reports and other information about the Trustare available on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this information maybe obtained, after paying a duplication fee, by electronicrequest at the following e-mail address: publicinfo@sec.govor by writ ing the SEC’s Publ ic Reference Section,Washington, DC 20549-0102.

THIS PAGE INTENTIONALLY LEFT BLANK.

TABLE OF CONTENTS

Title Page

Central Equity Trust ................................. 2

Fee Table................................................. 3

Essential Information ............................... 3

Portfolio................................................... 4

Notes to Portfolio .................................... 6

Report of Independent Registered Public Accounting Firm......................... 7

Statement of Condition ........................... 8

The Trust ................................................. A-1

Objective and Securities Selection........... A-1

Risk Factors ............................................ A-3

Public Offering......................................... A-8

Retirement Accounts............................... A-11

Rights of Unitholders ............................... A-11

Trust Administration................................. A-13

Taxation................................................... A-15

Trust Operating Expenses........................ A-17

Other Matters .......................................... A-18

Additional Information.............................. A-18______________When Units of the Trust are no longer available this prospectus may beused as a preliminary prospectus for a future Trust. If this prospectus isused for future Trust you should note the following:

The information in this prospectus is not complete with respect to futureTrust series and may be changed. No person may sell Units of a future Trustuntil a registration statement is filed with the Securities and ExchangeCommission and is effective. This prospectus is not an offer to sell Unitsand is not soliciting an offer to buy Units in any state where the offer or saleis not permitted.

U-EMSPRO992

PROSPECTUS

July 20, 2010

Central Equity Trust

Diversified IncomeSeries 36

INVESCO

Edward D. Jones & Co., L.P.

12555 Manchester RoadSt. Louis, Missouri 63131

Please retain this prospectus for future reference.

Information Supplement

Central Equity Trust

Diversified Income Series 36

This Information Supplement provides additional information concerning the risks and operations of the Trust which is notdescribed in the prospectus. This Information Supplement should be read in conjunction with the prospectus. This InformationSupplement is not a prospectus (but is incorporated by reference into the prospectus), does not include all of the information that aninvestor should consider before investing in the Trust and may not be used to offer or sell Units without the prospectus. Copies ofthe prospectus can be obtained 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 financial professional. This Information Supplement is dated as of thedate of the prospectus and all capitalized terms have been defined in the prospectus.

Table of ContentsPage

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Sponsor Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Trustee Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Trust Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

INVESCO

2

RISK FACTORSPrice Volatility. Because the Trust invests in common

stocks, you should understand the risks of investing incommon stocks before purchasing Units. These risksinclude the risk that the financial condition of the companyor the general condition of the stock market may worsenand the value of the stocks (and therefore Units) will fall.Common stocks are especially susceptible to generalstock market movements. The value of common stocksoften rises or falls rapidly and unpredictably as marketconfidence and perceptions of companies change. Theseperceptions are based on factors including expectationsregarding government economic policies, inflation, interestrates, economic expansion or contraction, pol it icalclimates and economic or banking crises. The value ofUnits will fluctuate with the value of the Securities held inthe Trust and may be more or less than the price youoriginally paid for your Units. As with any investment, wecannot guarantee that the performance of the Trust will bepositive over any period of time. Because the Trust is notactively managed, the Trustee will not sell Securities inresponse to market f luctuat ions as is common inmanaged investments.

Interest Rate Volatility. The Trust is concentrated insecurities issued by companies in the financial services andutilities industries, and, as a result of its expected higherdividend yield relative to the broader market, the portfolio isexpected to exhibit greater sensitivity to movements ininterest rates than the broader market.

Dividends. Common stocks represent ownershipinterests in an issuer company and are not obligations of theissuer. Accordingly, common stockholders have a right toreceive payments from the issuer that is subordinate to therights of creditors, bondholders or preferred stockholders ofthe company. This means that common stockholders havea right to receive dividends only if an issuer’s board ofdirectors declares a dividend and the company hasprovided for payment of all of its creditors, bondholders andpreferred stockholders. If a company issues additional debtsecurities or preferred stock, the owners of these securitieswill have a claim against the company’s assets superior tocommon stockholders if the company declares bankruptcyor liquidates its assets even though the common stock wasissued first. As a result, the company may be less willing orable to declare or pay dividends on its common stock.

Consumer Cyclicals. The success of companies in theconsumer cyclicals sector depends heavily on consumerspending and disposable household income and is subjectto severe competition. Weakness in the banking or realestate industry, a recessionary economic climate with theconsequent slowdown in employment growth, lessfavorable trends in unemployment or a marked decelerationin real disposable personal income growth could result insignif icant pressure on both consumer wealth andconsumer confidence, adversely affecting consumerspending habits. The success of companies in the

consumer cyclicals segment are also strongly affected bychanges in demographics and consumer tastes.

Consumer Staples. The Trust invests in issuers thatmanufacture or sell consumer staples. The profitability ofthese companies will be affected by various factors includingthe general state of the economy and consumer spendingtrends. Weakness in the banking or real estate industry, arecessionary economic climate with the consequentslowdown in employment growth, less favorable trends inunemployment or a marked deceleration in real disposablepersonal income growth could result in significant pressureon both consumer wealth and consumer confidence,adversely affecting consumer spending habits. Furthermore,the failure to continue developing new products, lack of orreduced market acceptance of new and existing products,increased raw materials costs, an inability to raise prices,increased or changed regulation and product liability claimsor product recalls could also adversely impact theperformance and stock prices of the issuers of Securities inthis industry group.

Energy. Energy companies are subject to legislative orregulatory changes, adverse market conditions and/orincreased competition affecting the energy sector. The pricesof the securities of energy companies may fluctuate widelydue to changes in value and dividend yield, which dependlargely on 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 hazards andcan be very costly. An energy company has no assurancethat it will find reserves or that any reserves found will beeconomical ly recoverable. The industry also facessubstantial government regulation, including environmentalregulation. These regulations have increased costs andlimited production and usage of certain fuels. Furthermore,certain companies involved in the industry have also facedscrutiny for alleged accounting irregularities that may haveled to the overstatement 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 of PetroleumExporting Countries (OPEC), the price and worldwide supplyof oil and natural gas, the price and availability of alternativefuels, operating hazards, government regulation and thelevel of consumer demand. Political conditions of some oilproducing regions have been unstable in the past. Politicalinstability or war in these regions could have a negativeimpact on your investment. Oil and natural gas prices canbe extremely volatile. OPEC controls a substantial portion ofworld oil production. OPEC may take actions to increase orsuppress the price or availability of oil. Various domestic andforeign government authorities and international cartels also

impact these prices. Any substantial decline in these pricescould have an adverse effect on energy companies.

Financial Services. An investment in Units of the Trustshould be made with an understanding of the problems andrisks inherent in the bank, insurance and financial servicessector in general.

The effects of the global financial crisis that began to unfoldin 2007 continue to manifest in nearly all the sub-divisions ofthe financial services industry. Financial losses and writedowns among investment banks and similar institutionsreached significant levels in 2008. The impact of these lossesamong traditional banks, investment banks, broker/dealersand insurers has forced a number of such large institutionsinto either liquidation or combination, while drasticallyincreasing the credit risk, and possibility of default, of bondsissued by such institutions faced with these troubles. Many ofthe institutions 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 such issuershas nonetheless increased substantially.

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and with financialinstitutions, there can be no assurance that the risksassociated with investment in financial services companyissuers will decrease as a result of these steps.

Banks and their holding companies are especially subjectto the adverse effects of economic recession, volatileinterest rates, portfolio concentrations in geographicmarkets and in commercial and residential real estate loans,and competition from new entrants in their f ields ofbusiness. Banks are highly dependent on net interestmargin. Bank profitability is largely dependent on theavailability and cost of capital funds, and can fluctuatesignificantly when interest rates change or due to increasedcompetition. Banks had received significant consumermortgage fee income as a result of activity in mortgage andref inance markets. As init ial home purchasing andrefinancing activity subsided as a result of increasing interestrates and other factors, this income diminished. Economicconditions in the real estate markets have deteriorated andhave had a substantial negative effect upon banks becausethey generally have a portion of their assets invested inloans secured by real estate.

Banks and their holding companies are subject toextensive federal regulation and, when such institutions arestate-chartered, to state regulation as well. Such regulationsimpose strict capital requirements and limitations on thenature and extent of business activities that banks maypursue. Furthermore, bank regulators have a wide range ofdiscretion in connection with their supervisory andenforcement authority and may substantially restrict thepermissible activities of a particular institution if deemed topose significant risks to the soundness of such institution or

the safety of the federal deposit insurance fund. Regulatoryactions, such as increases in the minimum capitalrequirements applicable to banks and increases in depositinsurance premiums required to be paid by banks and thriftsto the Federal Deposit Insurance Corporation (“FDIC”), cannegatively impact earnings and the ability of a company topay dividends. Neither federal insurance of deposits norgovernmental regulations, however, insures the solvency orprofitability of banks or their holding companies, or insuresagainst any risk of investment in the securities issued bysuch institutions.

The statutory requirements appl icable to, andregulatory supervis ion of, banks and their holdingcompanies have increased s igni f icant ly and haveundergone substantial change in the past. To a greatextent, these changes are embodied in the FinancialInstitutions Reform, Recovery and Enforcement Act,enacted in August 1989; the Federal Deposit InsuranceCorporat ion Improvement Act of 1991, and theregulations promulgated under these laws. The impact ofthese laws on the business, f inancial condition andprospects of the Securities in the Trust’s portfolio cannotbe predicted with certainty. The Gramm-Leach-Bliley Actfinancial services overhaul legislation allows banks,secur i t ies f i rms and insurance companies to formone-stop financial conglomerates marketing a wide rangeof financial service products to investors and permits newentrants to offer various financial products. This legislationhas resulted in increased merger activity and heightenedcompetition among existing and new participants in thefield. Technological advances such as the Internet allowthese nontraditional lending sources to cut overhead andpermit the more efficient use of customer data. Bankscontinue to face tremendous pressure from mutual funds,brokerage firms and other financial service providers inthe competition to furnish services that were traditionallyoffered by banks. Legislation to l iberalize interstatebanking has also been enacted. Under the legislation,banks are able to purchase or establish subsidiary banksin any state. Since mid-1997, banks have been allowed toturn existing banks into branches. Consolidation maycontinue. The Securities and Exchange Commission andthe Financial Accounting Standards Board require theexpanded use of market value accounting by banks andhave imposed rules requiring market accounting forinvestment securities held in trading accounts or availablefor sale. Adoption of additional such rules may result inincreased volatility in the reported health of the industry,and mandated regulatory intervention to correct suchproblems. Additional legislative and regulatory changesmay be forthcoming. For example, the bank regulatoryauthorities have proposed substantial changes to theCommunity Reinvestment Act and fair lending laws, rulesand regulations, and there can be no certainty as to theeffect, if any, that such changes would have on theSecurities in the Trust’s portfolio. In addition, from time tot ime the deposit insurance system is rev iewed by

3

Congress and federal regulators, and proposed reforms ofthat system 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. Banks facesignificant competition from other financial institutionssuch as mutual funds, credit unions, mortgage bankingcompanies and insurance companies, and increasedcompetition may result from legislative broadening ofregional and national interstate banking powers. Neitherthe Sponsor nor the Underwriter makes any prediction asto what, if any, manner of bank regulatory actions mightultimately be adopted or what ultimate effect such actionsmight have on the Trust’s 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 transact ion, the f inancia l condit ion 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 the paymentof cash dividends by bank holding companies. In the policystatement, the FRB expressed its view that a bank holdingcompany experiencing earnings weaknesses should not paycash dividends which exceed its net income or which couldonly be funded in ways that would weaken its financialhealth, such as by borrowing. The FRB also may imposelimitations on the payment of dividends as a condition to itsapproval of certain applications, including applications forapproval of mergers and acquisitions. Neither the Sponsornor the Underwriter makes any prediction as to the effect, ifany, such laws will have on the Securities or whether suchapprovals, if necessary, will be obtained.

Companies engaged in investment management andbrokerage activities are subject to the adverse effects ofeconomic recession, volatile interest rates, and competitionfrom new entrants in their fields of business. Adversechanges in the direction of the stock market, investorconfidence, the financial health of customers, equitytransaction volume, the level and direction of interest ratesand the outlook of emerging markets could adversely affectthe financial stability, as well as the stock prices, of thesecompanies. Additionally, competitive pressures, includingincreased competition from new and existing competitors,the ongoing commoditization of traditional businesses andthe need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management and brokerageindustries. Companies involved in investment managementand brokerage activities are also subject to extensiveregulation by government agencies and self-regulatoryorganizations, and changes in laws, regulations or rules, orin the interpretation of such laws, regulations and rulescould adversely affect the stock prices of such companies.

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 but not limited to interest ratemovements, the imposition of premium rate caps, amisapprehension of the r isks involved in givenunderwritings, competition and pressure to competeglobally, weather catastrophes or other natural or man-made disasters and the effects of client mergers. Individualcompanies may be exposed to material risks includingreserve inadequacy and the inabil ity to collect fromreinsurance carriers. Insurance companies are subject toextensive governmental regulation, including the impositionof maximum rate levels, which may not be adequate forsome lines of business. Proposed or potential tax lawchanges may also adversely affect insurance companies’policy sales, tax obligations and profitability. In addition tothe foregoing, profit margins of these companies continueto shrink due to the commodit izat ion of tradit ionalbusinesses, new competitors, capital expenditures on newtechnology and the pressure to compete globally.

In addition to the normal risks of business, companiesinvolved in the insurance and risk management industry aresubject to significant risk factors, including those applicableto regulated insurance companies, such as:

• the inherent uncertainty in the process ofestablishing property-liability loss reserves, andthe fact that ultimate losses could materiallyexceed established loss reserves, which couldhave a material adverse effect on results ofoperations and financial condition;

• the fact that insurance companies haveexperienced, and can be expected in the futureto experience, catastrophic losses, which could

4

have a material adverse impact on their financialconditions, results of operations and cash flow;

• the inherent uncertainty in the process ofestablishing property-liability loss reserves due tochanges in loss payment patterns caused bynew claim settlement practices;

• the need for insurance companies and theirsubsidiaries to maintain appropriate levels ofstatutory capital and surplus, particularly in lightof continuing scrutiny by rating organizations andstate insurance regulatory authorities, and inorder to maintain acceptable financial strength orclaims-paying ability ratings;

• the extensive regulation and supervision to whichinsurance companies are subject, and variousregulatory and other legal actions;

• the adverse impact that increases in interestrates could have on the value of an insurancecompany’s investment portfolio and on theattractiveness of certain of its products; and

• the uncertainty involved in estimating theavailability of reinsurance and the collectability ofreinsurance recoverables.

The state insurance regulatory framework has, duringrecent years, come under increased federal scrutiny, andcertain state legislatures have considered or enacted lawsthat alter and, in many cases, increase state authority toregulate insurance companies and insurance holdingcompany systems. Further, the National Association ofInsurance Commissioners (“NAIC”) and state insuranceregulators are re-examining existing laws and regulations,specif ical ly focusing on insurance companies,interpretations of existing laws and the development of newlaws. In addition, Congress and certain federal agencieshave investigated 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 of theinsurance industry, or what effect, if any, such legislationwould 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-conforming investmentsto be treated as non-admitted assets for purposes ofmeasuring statutory surplus and, in some instances, wouldrequire divestiture.

Health Care. An investment in Units of your Trustshould be made with an understanding of the problems andrisks inherent in the health care industry in general. Healthcare companies involved in advanced medical devices andinstruments, drugs and biotech, managed care, hospitalmanagement/health services and medical supplies have

potential risks unique to their sector of the health care field.These companies are subject to substantial governmentalregulation of their products and services, a factor whichcould have a significant and possibly unfavorable effect onthe price and availability of such products or services.Furthermore, such companies face the risk of increasingcompetition from new products or services, generic drugsales, termination of patent protection for drug or medicalsupply products and the risk that technological advanceswill render their products obsolete. The research anddevelopment costs of bringing a drug to market aresubstantial, and include lengthy governmental reviewprocesses with no guarantee that the product will evercome to market. Many of these companies may have lossesand not offer certain products for several years, if at all.Such companies may also have persistent losses during anew product’s transition from development to production,and revenue patterns may be erratic. The goods andservices of health care issuers are also subject to risks ofproduct liability litigation. The failure to gain approval for anew drug or product or to maintain existing approval andrelated litigation can have a substantial negative impact on acompany and its stock.

Legislat ive proposals concerning health care areproposed in Congress from time to time. These proposalsspan a wide range of topics, including cost and pricecontrols (which might include a freeze on the prices ofprescription drugs), national health insurance, incentives forcompetition in the provision of healthcare services, taxincentives and penalties related to healthcare insurancepremiums and promotion of pre-paid healthcare plans. Thegovernment could also reduce funding for health carerelated research. The Sponsor and the Underwriter areunable to predict the effect of any of these proposals, ifenacted, on the issuers of Securities in the Trust.

Health care facility operators face risks related to demandfor services, the ability of the facility to provide requiredservices, confidence in the facility, management capabilities,competition, efforts by insurers and government agencies tolimit rates, expenses, the cost and possible unavailability ofmalpractice insurance, and termination or restriction ofgovernment financial assistance (such as Medicare,Medicaid or similar programs).

Industrials. The Trust may invest significantly inindustr ials companies. General r isks of industr ialscompanies include the general state of the economy,intense competit ion, consol idation, domestic andinternational politics, excess capacity and consumerspending trends. In addition, capital goods companies mayalso be significantly affected by overall capital spendinglevels, economic cycles, technical obsolescence, delays inmodernization, limitations on supply of key materials, laborrelations, government regulations, government contractsand e-commerce initiatives.

Industrials companies may also be affected by factorsmore specific to their individual industries. Industrial

5

machinery manufacturers may be subject to declines incommercial and consumer demand and the need formodernization. Aerospace and defense companies may beinfluenced by decreased demand for new equipment,aircraft order cancellations, disputes over or ability toobtain or retain government contracts, labor disputes orchanges in government budget priorities, changes inaircraft-leasing contracts and cutbacks in profitablebusiness travel. The number of housing starts, levels ofpubl ic and non-resident ia l construct ion includingweakening demand for new office and retail space, andoveral l construction spending may adversely affectconstruction equipment manufacturers.

Real Estate Investment Trusts. The Trust will investin shares issued by REITs, domestic corporations orbusiness trusts which invest primarily in income producingreal estate or real estate related loans or mortgages. REITsare financial vehicles that have as their objective the poolingof capital from a number of investors in order to participateindirectly in real estate ownership or financing. Thus, aninvestment in the Trust will be subject to risks similar tothose associated with the direct ownership of real estate, inaddition to securities markets risks, because of the Trust’sinvestment in the securities of companies in the real estateindustry. These risks include:

• declines in the value of real estate;

• illiquidity of real property investments;

• risks related to general U.S. and global as wellas local economic conditions;

• dependency on management skill;

• heavy cash flow dependency;

• possible lack of availability of mortgage funds;

• excessive levels of debt or overleveragedfinancial structure;

• over-building;

• extended vacancies, or obsolescence, ofproperties;

• increases in competition;

• increases in property taxes and operatingexpenses;

• changes in zoning laws;

• losses due to costs resulting from the clean-upof environmental problems;

• liability to third parties for damages resulting fromenvironmental problems;

• casualty or condemnation losses;

• natural or man-made disasters;

• economic or regulatory impediments to raisingrents;

• changes in neighborhood values and buyerdemand;

• the ongoing financial strength and viability ofgovernment sponsored enterprises, such asFannie Mae and Freddie Mac;

• changes in the appeal of properties to tenants;and

• changes in interest rates, tax rates or operatingexpenses.

In addition to these risks, equity REITs may be more likelyto be affected by changes in the value of the underlyingproperty owned by the trusts. Further, REITs are dependentupon the management skills of the issuers and generallymay not be diversified.

The above factors may also adversely affect a borrower’sor lessee’s ability to meet its obligations to the REIT. In theevent of a default by a borrower or lessee, the REIT mayexperience delays in enforcing its rights as a mortgagee orlessor and may incur substantial costs associated withprotecting its investments.

A significant amount of the assets of a REIT may beinvested in properties in specific geographic areas or inspecific property types, e.g., hotels, shopping malls,residential complexes, and office buildings. The impact ofeconomic conditions on REITs also varies with geographiclocation and property type. Variations in rental income andspace availability and vacancy rates in terms of supply anddemand are additional factors affecting real estate generallyand REITs in particular. In addition, you should be aware thatREITs may not be diversified and are subject to the risks offinancing projects. REITs are also subject to:

• defaults by borrowers,

• the market’s perception of the REIT industrygenerally,

• the possibility of failing to qualify for tax-freepass-through of income under the InternalRevenue Code, and

• the possibility of failing to maintain exemptionfrom the Investment Company Act of 1940.

A default by a borrower or lessee may cause the REIT toexperience delays in enforcing its rights as mortgagee orlessor and to incur significant costs related to protecting itsinvestments.

Some REITs in the Trust may be structured as UPREITs.An UPREIT owns an interest in a partnership that owns realestate. This can result in a potential conflict of interestbetween (1) shareholders of the REIT who may want to sellan asset and (2) other partnership interest holders whowould be subject to tax liability if the REIT sells the property.In some cases, REITs have entered into “no sel l”agreements, which are designed to avoid taxing the holdersof partnership units by preventing the REIT from selling theproperty. This arrangement may mean that the REIT wouldrefuse a lucrative offer for an asset or be forced to hold onto a poor asset. Since parties to “no sell” agreements often

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do not disclose them, the Sponsor does not know whetherany of the REITs in the Trust have entered into this kind ofarrangement.

A REIT generally maintains comprehensive insurance onpresently owned and subsequently acquired real propertyassets, including (1) liability, (2) fire and (3) extended coverage.However, there are certain types of losses, generally of acatastrophic nature, such as earthquakes and floods, that maybe uninsurable or not economically insurable, as to which theREIT’s properties are at risk in their particular locales. Themanagement of a REIT uses its discretion in determining (1)amounts, (2) coverage limits and (3) deductibility provisions ofinsurance. They generally aim to acquire appropriate insuranceon their investments at reasonable costs and on suitableterms. This may result in insurance coverage that, in the eventof a substantial loss, would not be sufficient to pay the fullcurrent market value or current replacement cost of the lostinvestment. Inflation, changes in building codes andordinances, environmental considerations, and several otherfactors might make it unfeasible to use insurance proceeds toreplace a facility after it has been damaged or destroyed.Under such circumstances, the insurance proceeds that aREIT receives might not be adequate to restore its economicposition with respect to that property.

Under various federal, state, and local environmentallaws, ordinances and regulations, a current or previousowner or operator of real property may be liable for thecosts of removal or remediation of hazardous or toxicsubstances on, under or in such property. Such laws oftenimpose liability (1) whether or not the owner or operatorcaused or knew of the presence of the hazardous or toxicsubstances and (2) whether or not the storage of thesubstances was in violation of a tenant’s lease. In addition,(1) the presence of hazardous or toxic substances, or (2) thefailure to remediate the property properly, may hinder theowner’s ability to borrow using that real property ascollateral. We cannot give any assurance that one or moreof the REITs in the Trust may not be currently liable orpotentially liable for any of these costs in connection withreal estate assets they presently own or subsequentlyacquire while the shares of those REITs are held in the Trust.

Technology. The market for technology products andservices, especial ly those related to the Internet, ischaracterized by rapidly changing technology, rapid productobsolescence, cyclical market patterns and intensecompetition, evolving industry standards and frequent newproduct introductions. The success of technologycompanies depends in substantial part on the timely andsuccessful introduction of new products. An unexpectedchange in one or more of the technologies affecting anissuer’s products or in the market for products based on aparticular technology could have a material adverse affecton an issuer’s operating results. Furthermore, there can beno assurance that companies will be able to respond in atimely manner to compete in the rapidly developingmarketplace.

The market for certain technology products and servicesmay have only recently begun to develop, is rapidly evolvingand is characterized by an increasing number of marketentrants. Additionally, certain technology companies mayhave only recently commenced operations or offered equitysecurities to the public. Such companies are in the earlystage of development and have a limited operating historyon which to analyze future operating results. It is importantto note that following its initial public offering, a security islikely to experience substantial stock price volatility andspeculative trading. Accordingly, there can be no assurancethat, upon redemption of your Units or termination of theTrust, you will receive an amount greater than or equal toyour initial investment.

Based on trading history, factors such as announcementsof new products or development of new technologies andgeneral conditions of the industry have caused and are likelyto cause the market price of technology common stocks tofluctuate substantially. In addition, technology companystocks have experienced extreme price and volumefluctuations that often have been unrelated to the operatingperformance of such companies. This market volatility mayadversely affect the market price of the Securities andtherefore your ability to redeem your Units, or roll over yourUnits into a new trust, at a price equal to or greater than theoriginal price paid for such Units.

Some key components of certain products of technologyissuers are currently available only from a single source.There can be no assurance that in the future suppliers willbe able to meet the demand for components in a timely andcost effective manner. Accordingly, an issuer’s operatingresults and customer relationships could be adverselyaffected by either an increase in price for, or any interruptionor reduction in supply of, any key components. Additionally,many technology issuers are characterized by a highlyconcentrated customer base consisting of a limited numberof large customers who may require product vendors tocomply with rigorous and constantly developing industrystandards. Any failure to comply with such standards mayresult in a significant loss or reduction of sales. Becausemany products and technology are incorporated into otherrelated products, certain companies are often highlydependent on the performance of other computer,electronics and communications companies. There can beno assurance that these customers will place additionalorders, or that an issuer of Securities will obtain orders ofsimilar magnitude as past orders from other customers.Similarly, the success of certain companies is tied to arelatively small concentration of products or technology withintense competition between companies. Accordingly, adecline in demand for such products or technology fromsuch customers could have a material adverse impact onissuers of the Securities.

The life cycle of a new technology product or servicetends to be short, resulting in volatile sales, earnings andstock prices for many technology companies. Additionally,

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with the rapid evolution of technologies, competitiveadvantages tend to be short lived and product pricingusually falls. Historically, many of the benefits from newtechnologies have gone to the consumer, as their creatorshave been unable to retain differentiation or pricing power.Some of the larger technology companies have beeninvolved in antitrust litigation and may continue to be in thefuture. A slowdown in corporate or consumer spending ontechnology will likely hurt technology company revenues.Technology companies rely on international sales for ameaningful part of their revenues. Any slowdown ininternational economies could hurt revenues.

Telecommunications. Because your Trust may alsohold securities of issuers in the telecommunications industry,the value of the Units may be susceptible to factors affectingthe telecommunications industry. The telecommunicationsindustry is subject to governmental regulation. For example,the United States government and state governmentsregulate permitted rates of return and the kinds of servicesthat a company may offer. The products and services oftelecommunications companies may become outdated veryrapidly. A company’s performance can be hurt if thecompany fails to keep pace with technological advances.These factors could affect the value of Units. Certain typesof companies represented in a portfolio are engaged infierce competition for a share of the market of their productsand may have higher costs, including liabilities associatedwith the medical, pension and postretirement expenses oftheir workforce, than their competitors. As a result,competitive pressures are intense and the stocks aresubject to rapid price volatility.

Several high-profile bankruptcies of large telecommunicationscompanies in the past have illustrated the potentially unstablecondition of the telecommunications industry. High debt loadsthat were accumulated during the industry growth spurt of the1990s caught up to the industry, causing debt and stockprices to trade at distressed levels for manytelecommunications companies and increasing the cost ofcapital for needed additional investment. At the same time,demand for some telecommunications services remainsweak, as several key markets are oversaturated and manycustomers can choose between several service providers andtechnology platforms. To meet increasing competition,companies may have to commit substantial capital,particularly in the formulation of new products and servicesusing new technologies. As a result, many companies havebeen compelled to cut costs by reducing their workforce,outsourcing, consolidating and/or closing existing facilitiesand divesting low selling product lines. Furthermore, certaincompanies involved in the industry have also faced scrutinyfor alleged accounting irregularities that may have led to theoverstatement of their financial results, and other companiesin the industry may face similar scrutiny. Moreover, somecompanies have begun the process of emerging frombankruptcy and may have reduced levels of debt and othercompetitive advantages over other telecommunicationscompanies. Due to these and other factors, the risk level of

owning the securities of telecommunications companies hasincreased substantially and may continue to rise.

Federal legislat ion governing the United Statestelecommunications industry may become subject to judicialreview and additional interpretation, which may adverselyaffect the companies whose securities are held by the Trust.Moreover, the continued consolidation in this industry couldcreate integration expenses and delay, and consequentmanagement diversion of attention away from ongoingoperations and related risks, among other factors, couldresult in the failure of these companies to realize expectedcost savings or synergies.

Utilities. An investment in Units of the Trust should bemade with an understanding of the characteristics of thepublic utility industry and the risks which such an investmentmay entail. General problems of the public utility industryinclude the difficulty in obtaining an adequate return oninvested capital despite frequent increases in rates whichhave been granted by the public service commissionshaving jur isdict ion, the diff iculty in f inancing largeconstruction programs during an inflationary period, therestrictions on operations and increased cost and delaysattributable to environmental, nuclear safety and otherregulatory considerations, the difficulty of the capital marketsabsorbing utility debt and equity securities, the difficulty inobtaining fuel for electric generation at reasonable prices,unusual, unexpected or normal weather and its effects,regulatory restrictions on the ability to pass increasingwholesale costs along to the retail and business customer,and the effects of energy conservation. There is noassurance that public service commissions will grant rateincreases in the future or that any such increases will betimely or adequate to cover operating and other expensesand debt service requirements. All of the public utilitieswhich are issuers of the Securities have been experiencingmany of these problems in varying degrees. Furthermore,utility stocks are particularly susceptible to interest rate risk,generally exhibiting an inverse relationship to interest rates.As a result, electric utility stock prices may be adverselyaffected as interest rates rise. Similarly, the success ofcertain companies is tied to a relatively small concentrationof products or technologies with intense competitionbetween companies. There can be no assurance that thesecustomers will place additional orders, or that an issuer ofSecurities will obtain orders of similar magnitude as pastorders from other customers. Accordingly, a decline indemand for products or technologies or from suchcustomers could have a material adverse impact on issuersof the Securities.

Utilities are generally subject to extensive regulation bystate utility commissions which, for example, establish therates which may be charged and the appropriate rate ofreturn on an approved asset base, which must be approvedby the state commissions. Certain utilities have had difficultyfrom time to time in persuading regulators, who are subjectto political pressures, to grant rate increases necessary to

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maintain an adequate return on investment. Any unexpectedlimitations could negatively affect the profitability of utilitieswhose budgets are planned far in advance. In addition, gaspipeline and distribution companies have had difficulties inadjusting to short and surplus energy supplies, enforcing orbeing required to comply with long-term contracts andavoiding litigation with their customers, on the one hand, orsuppliers, on the other. Furthermore, regulatory authorities,which may be subject to political and other pressures, maynot grant future rate increases, or may impose accountingor operational policies, any of which could adversely affect acompany’s profitability and its stock price. Certain utilitycompanies have experienced full or partial deregulation inrecent years. These utility companies are frequently moresimilar to industrial companies in that they are subject togreater competition and have been permitted by regulatorsto diversify outside of their original geographic regions andtheir traditional lines of business. These opportunities maypermit certain utility companies to earn more than theirtraditional regulated rates of return. Some companies,however, may be forced to defend their core business andmay be less profitable.

Certain of the issuers of the Securities may own or operatenuclear generating facilities. Governmental authorities mayfrom time to time review existing, and impose additional,requirements governing the licensing, construction andoperation of nuclear power plants. In the past, nucleargenerating projects in the electric utility industry haveexperienced substantial cost increases, construction delaysand licensing difficulties. These have been caused by variousfactors, including inflation, high financing costs, requireddesign changes and rework, allegedly faulty construction,objections by groups and governmental officials, limits on theability to obtain financing, reduced forecasts of energyrequirements and economic conditions. This experienceindicates that the risk of significant cost increases, delays andlicensing difficulties remain present until completion andachievement of commercial operation of any nuclear project.Also, nuclear generating units in service have experiencedunplanned outages or extensions of scheduled outages dueto equipment problems or new regulatory requirementssometimes followed by a significant delay in obtainingregulatory approval to return to service. A major accident at anuclear plant anywhere could cause the imposition of limits orprohibitions on the operation, construction or licensing ofnuclear units.

In view of the uncertainties discussed above, there canbe no assurance that any utility company’s share of the fullcost of nuclear units under construction ultimately will berecovered in rates or the extent to which a company couldearn an adequate return on its investment in such units. Thelikelihood of a significantly adverse event occurring in any ofthe areas of concern described above varies, as does thepotential severity of any adverse impact. It should berecognized, however, that one or more of such adverseevents could occur and individually or collectively could havea material adverse impact on a company’s f inancial

condition, the results of its operations, its ability to makeinterest and principal payments on its outstanding debt or topay dividends.

Other general problems of the electric, gas and waterutility industries (including state and local joint action poweragencies) include rising costs of rail transportation totransport fossil fuels, the uncertainty of transmission servicecosts for both interstate and intrastate transactions,changes in tax laws which adversely affect a utility’s ability tooperate profitably, increased competition in service costs,recent reductions in estimates of future demand forelectricity and gas in certain areas of the country, restrictionson operations and increased cost and delays attributable toenvironmental considerations, uncertain availability andincreased cost of capital, unavailability of fuel for electricgeneration at reasonable prices, including the steady rise infuel costs and the costs associated with conversion toalternate fuel sources such as coal, availability and cost ofnatural gas for resale, technical and cost factors and otherproblems associated with construction, licensing, regulationand operation of nuclear facilities for electric generation,including, among other considerations, the problemsassociated with the use of radioactive materials and thedisposal of radioactive wastes, and the effects of energyand environmental conservation efforts. Each of theproblems referred to could adversely affect the ability of theissuers of any Securities to make dividend payments andthe value of such Securities on redemption of your Units.

Foreign Stocks. Because the Trust may invest inforeign stocks, the Trust involves additional risks that differfrom an investment in domestic stocks. Investments inforeign securities may involve a greater degree of risk thanthose in domestic securities. There is generally less publiclyavailable information about foreign companies in the form ofreports and ratings similar to those that are published aboutissuers in the United States. Also, foreign issuers aregenerally not subject to uniform accounting, auditing andfinancial reporting requirements comparable to thoseapplicable to United States issuers. With respect to certainforeign countries, there is the possibility of adverse changesin investment or exchange control regulations, expropriation,nationalization or confiscatory taxation, limitations on theremoval of funds or other assets of the Trust, political orsocial instability, or diplomatic developments which couldaffect United States investments in those countries.Moreover, industrial foreign economies may differ favorablyor unfavorably from the United States’ economy in terms ofgrowth of gross national product, rate of inflation, capitalreinvestment, resource self-sufficiency and balance ofpayments position. Foreign securities markets are generallynot as developed or efficient as those in the United States.While growing in volume, they usually have substantially lessvolume than the New York Stock Exchange, and securitiesof some foreign issuers are less liquid and more volatile thansecurities of comparable United States issuers. market.Fixed commissions on foreign exchanges are generallyhigher than negotiated commissions on United States

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exchanges. There is generally less government supervisionand regulation of securities exchanges, brokers and listedissuers than in the United States.

Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global Depositary Receipts(“GDRs”), or other similar receipts. ADRs and GDRsrepresent receipts for foreign common stock deposited witha custodian (which may include the Trustee). The ADRs inthe Trust, if any, trade in the U.S. in U.S. dollars and areregistered with the Securities and Exchange Commission(“SEC”). GDRs are receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign or U.S.corporation. These instruments may not necessarily bedenominated in the same currency as the securities intowhich they may be converted. ADRs and GDRs generallyinvolve the same types of risks as foreign common stockheld directly. Some ADRs and GDRs may experience lessliquidity than the underlying common stocks traded in theirhome market. The Trust may invest in sponsored orunsponsored ADRs. Unlike a sponsored ADR where thedepositary has an exclusive relationship with the foreignissuer, an unsponsored ADR may be created by adepositary institution independently and without thecooperation of the foreign issuer. Consequently, informationconcerning the foreign issuer may be less current or reliablefor an unsponsored ADR and the price of an unsponsoredADR may be more volatile than if it was a sponsored ADR.Depositaries of unsponsored ADRs are not required todistribute shareholder communications received from theforeign issuer or to pass through voting rights to its holders.The holders of unsponsored ADRs generally bear all thecosts associated with establishing the unsponsored ADR,whereas the foreign issuers typically bear certain costs in asponsored ADR.

Foreign Currencies. The Trust may also involve therisk that fluctuations in exchange rates between the U.S.dollar and foreign currencies may negatively affect the valueof the stocks. For example, if a foreign stock rose 10% inprice but the U.S. dollar gained 5% against the relatedforeign currency, a U.S. investor’s return would be reducedto about 5%. This is because the foreign currency would“buy” fewer dollars or, conversely, a dollar would buy moreof the foreign currency. Many foreign currencies havefluctuated widely against the U.S. dollar for a variety ofreasons such as supply and demand of the currency,investor perceptions of world or country economies, politicalinstability, currency speculation by institutional investors,changes in government policies, buying and selling ofcurrencies by central banks of countries, trade balances andchanges in interest rates. The Trust’s foreign currencytransactions will be conducted with foreign exchangedealers acting as principals on a spot (i.e., cash) buyingbasis. These dealers realize a profit based on the differencebetween the price at which they buy the currency (bid price)and the price at which they sell the currency (offer price).The Trustee will estimate the currency exchange rates based

on current activity in the related currency exchange markets,however, due to the volatility of the markets and otherfactors, the estimated rates may not be indicative of the ratethe Trust might obtain had the Trustee sold the currency inthe market at that time.

Liquidity. Whether or not the Securities in the Trust arelisted on a stock exchange, the Securities may delist fromthe exchange or principally trade in an over-the-countermarket. As a result, the existence of a liquid trading marketcould depend on whether dealers will make a market in theSecurities. We cannot guarantee that dealers will maintain amarket or that any market will be liquid. The value of theSecurities could fall if trading markets are limited or absent.

Additional Units. The Sponsor may create additionalUnits of the Trust by depositing into the Trust additionalshares of Securities or cash with instructions to purchaseadditional shares. A deposit could result in dilution of yourinvestment and anticipated income because of fluctuationsin the price of the stocks between the time of the depositand the purchase of the stocks and because the Trust willpay brokerage or acquisition fees.

Voting. Only the Trustee may sell or vote the Securitiesheld in the Trust. While you may sell or redeem your Units,you may not sell or vote the Securities in the Trust. TheSponsor will instruct the Trustee how to vote the stocks.The Trustee will vote the Securities in the same generalproportion as shares held by other shareholders if theSponsor fails to provide instructions.

No FDIC Guarantee. An investment in the Trust is nota deposit of any bank and is not insured or guaranteed bythe Federal Deposit Insurance Corporation or any othergovernment agency.

SPONSOR INFORMATIONVan Kampen Funds Inc. is the Sponsor of your Trust.

The Sponsor is a wholly owned subsidiary of Van KampenInvestments Inc. (“Van Kampen Investments”). VanKampen Investments is a diversified asset managementcompany that administers more than three million retailinvestor accounts and has extensive capabilit ies formanaging institutional portfolios. Van Kampen Investmentsis an indirect 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 announced acquisitionof the retail asset management business, including VanKampen Investments, f rom Morgan Stanley & Co.Incorporated. The Sponsor’s principal office is located at11 Greenway Plaza, Houston, Texas 77046-1173. As ofDecember 31, 2009, the total stockholders’ equity of VanKampen Funds Inc. was $161,397,932 (unaudited). Thecurrent assets under management and supervision byInvesco and its affiliates were valued at approximately$580 billion as of March 31, 2010. (This paragraph relates

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only to the Sponsor and not to the Trust or to any otherSeries thereof. The information is included herein only forthe purpose of informing investors as to the financialresponsibility of the Sponsor and its ability to carry out itscontractual obligations. More detailed financial informationwill be made available by the Sponsor upon request).

The Sponsor and your Trust have adopted a code ofethics requiring Van Kampen’s employees who have accessto information on Trust transactions to report personalsecurities transactions. This code is intended to avoidpotential conflicts of interest and to prevent fraud, deceptionor misconduct with respect to your Trust.

If the Sponsor shall fail to perform any of its duties underthe Trust Agreement or become incapable of acting or shallbecome bankrupt or its affairs are taken over by publicauthorities, then the Trustee may (i) appoint a successorSponsor at rates of compensation deemed by the Trustee tobe reasonable and not exceeding amounts prescribed by theSecurities and Exchange Commission, (ii) terminate the TrustAgreement and liquidate the Trust as provided therein or (iii)continue to act as Trustee without terminating the TrustAgreement.

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

company organized under the laws of the State of New York.The Bank of New York Mellon has its principal unit investmenttrust division offices at 2 Hanson Place, 12th Floor, Brooklyn,New York 11217, (800) 856-8487. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York and theBoard of Governors of the Federal Reserve System, and itsdeposits are insured by the Federal Deposit InsuranceCorporation to the extent permitted by law.

The duties of the Trustee are primarily ministerial in nature.It did not participate in the selection of Securities for the Trustportfolio.

In accordance with the Trust Agreement, the Trustee shallkeep proper books of record and account of all transactionsat its office for the Trust. Such records shall include the nameand address of, and the number of Units of the Trust held by,every Unitholder. Such books and records shall be open toinspection by any Unitholder at all reasonable times duringthe usual business hours. The Trustee shall make suchannual or other reports as may from time to time be requiredunder any applicable state or federal statute, rule orregulation. The Trustee is required to keep a certified copy orduplicate original of the Trust Agreement on file in its officeavailable for inspection at all reasonable times during theusual business hours by any Unitholder, together with acurrent list of the Securities held in the Trust.

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of itsresponsib i l i t ies created by the Trust Agreement byexecuting an instrument in writing and filing the same withthe Sponsor. The Trustee or successor trustee must mail a

copy of the notice of resignation to all Unitholders then ofrecord, not less than 60 days before the date specified insuch notice when such resignation is to take effect. TheSponsor upon receiving notice of such resignation isobligated to appoint a successor trustee promptly. If, uponsuch resignation, no successor trustee has been appointedand has accepted the appointment within 30 days afternotification, the retiring Trustee may apply to a court ofcompetent jurisdiction for the appointment of a successor.The Sponsor may remove the Trustee and appoint asuccessor trustee as provided in the Trust Agreement atany time with or without cause. Notice of such removal andappointment shall be mailed to each Unitholder by theSponsor. Upon execution of a written acceptance of suchappointment by such successor trustee, all the rights,powers, duties and obligations of the original Trustee shallvest in the successor. The resignation or removal of aTrustee becomes effective only when the successor trusteeaccepts its appointment as such or when a court ofcompetent jurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be merged orwith which it may be consolidated, or any corporationresulting from any merger or consolidation to which a Trusteeshall be a party, shall be the successor trustee. The Trusteemust be a banking corporation organized under the laws ofthe United States or any state and having at all times anaggregate capital, surplus and undivided profits of not lessthan $5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Trust and thepurchase, ownership and disposition of Trust Units. Thediscussion below supplements the prospectus discussionand is qualified in its entirety by the prospectus discussion.Prospective investors should consult their own tax advisorswith regard to the federal tax consequences of the purchase,ownership, or disposition of Trust Units, as well as the taxconsequences arising under the laws of any state, locality,non-U.S. country, or other taxing jurisdiction.

The federal income tax summary below and in theprospectus is based in part on the advice of counsel to theSponsor. The Internal Revenue Service could disagree withany conclusions set forth in these discussions. In addition,the Sponsor’s counsel was not asked to review the federalincome tax treatment of the assets to be held by the Trust.Your Trust may be subject to penalties under federal tax lawwith respect to its compliance and reporting obligations.

The Trust intends to elect and to qualify annually as aregulated investment company under the Internal RevenueCode of 1986, as amended (the “Code”) and to comply withapplicable distribution requirements so that it will not payfederal income tax on income and capital gains distributed toits Unitholders.

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

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companies, the Trust must, among other things, (a) derive ineach taxable year at least 90% of its gross income fromdividends, interest, payments with respect to securitiesloans and gains from the sale or other disposition of stock,securities or foreign currencies or other income derived withrespect to its business of investing in such stock, securitiesor currencies, and net income from qualified publicly tradedpartnerships; (b) diversify its holdings so that, at the end ofeach quarter of the taxable year, (i) at least 50% of themarket value of the Trust’s assets is represented by cashand cash items (including receivables), U.S. governmentsecurities, the securities of other regulated investmentcompanies and other securities, with such other securitiesof any one issuer generally limited for the purposes of thiscalculation to an amount not greater than 5% of the value ofthe Trust’s total assets and not greater than 10% of theoutstanding voting securities of such issuer, and (ii) not morethan 25% of the value of its total assets is invested in thesecurities (other than U.S. government securities or thesecurities of other regulated investment companies) of anyone issuer, or two or more issuers which the Trust controls(by owning 20% or more of the issuer’s outstanding votingsecurities) and which are engaged in the same, similar orrelated trades or businesses, or the securities of qualifiedpublicly traded partnerships; and (c) distribute at least 90%of its investment company taxable income (which includes,among other items, dividends, interest and net short-termcapital gains in excess of net long-term capital losses butexcludes net capital gain, if any) and at least 90% of its nettax-exempt interest income, if any, each taxable year.

As a regulated investment company, the Trust generallywill not be subject to U.S. federal income tax on itsinvestment company taxable income (as that term is definedin the Code, but without regard to the deduction fordividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, thatit distributes to Unitholders. The Trust intends to distribute toits Unitholders, at least annually, substantially all of itsinvestment company taxable income and net capital gain. Ifthe Trust retains any net capital gain or investment companytaxable income, it will generally be subject to federal incometax at regular corporate rates on the amount retained. Inaddition, amounts not distributed on a timely basis inaccordance with a calendar year distribution requirementare subject to a nondeductible 4% excise tax unless,generally, the Trust distributes during each calendar year anamount equal to the sum of (1) at least 98% of its ordinaryincome (not taking into account any capital gains or losses)for the calendar year, (2) at least 98% of its capital gains inexcess of its capital losses (adjusted for certain ordinarylosses) for the one-year period ending October 31 of thecalendar year, and (3) any ordinary income and capital gainsfor previous years that were not distributed or taxed duringthose years. To prevent application of the excise tax, theTrust intends to make its distributions in accordance withthe calendar year distribution requirement. Further, if theTrust retains any net capital gain, the Trust may designate

the retained amount as undistributed capital gains in anotice to Unitholders who, if subject to federal income taxon long-term capital gains (i) will be required to include inincome for federal income tax purposes, as long-termcapital gain, their share of such undistributed amount, and(ii) will be entitled to credit their proportionate share of thetax paid by the Trust against their federal income taxliabilities if any, and to claim refunds to the extent the creditexceeds such liabilities. A distribution will be treated as paidon December 31 of the current calendar year if it is declaredby the Trust in October, November or December with arecord date in such a month and paid by the Trust duringJanuary of the following calendar year. These distributionswill be taxable to Unitholders in the calendar year in whichthe distributions are declared, rather than the calendar yearin which the distributions are received.

If the Trust failed to qualify as a regulated investmentcompany or fai led to satisfy the 90% distr ibutionrequirement in any taxable year, the Trust would be taxed asan ordinary corporation on its taxable income (even if suchincome were distr ibuted to its Unitholders) and al ldistributions out of earnings and profits would be taxed toUnitholders as ordinary dividend income.

If the Trust is treated as holding directly or indirectly 10percent or more of the combined voting power of the stockof a foreign corporation, and all U.S. shareholders collectivelyown more than 50 percent of the vote or value of the stockof such corporation, the foreign corporation may be treatedas a “controlled foreign corporation” (a “CFC”) for U.S.federal income tax purposes. In such circumstances, theTrust will be required to include certain types of passiveincome and certain other types of income relating toinsurance, sales and services with related parties and oilrelated income in the Trust’s taxable income whether or notsuch income is distributed. If the Trust holds an equityinterest in any “passive foreign investment companies”(“PFICs”), which are generally certain foreign corporationsthat receive at least 75% of their annual gross income frompassive sources (such as interest, dividends, certain rentsand royalties or capital gains) or that hold at least 50% oftheir assets in investments producing such passive income,the Trust could be subject to U.S. federal income tax andadditional interest charges on gains and certain distributionswith respect to those equity interests, even if all the incomeor gain is timely distributed to its Unitholders. The Trust willnot be able to pass through to its Unitholders any credit ordeduction for such taxes. The Trust may be able to make anelection that could ameliorate these adverse taxconsequences. In this case, the Trust would recognize asordinary income any increase in the value of such PFICshares, and as ordinary loss any decrease in such value tothe extent it did not exceed prior increases included inincome. Under this election, the Trust might be required torecognize in a year income in excess of its distributions fromPFICs and its proceeds from dispositions of PFIC stockduring that year, and such income would nevertheless besubject to the distribution requirement and would be taken

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

TRUST TERMINATIONThe Trust may be liquidated at any time by consent of

Unitholders representing 66 2/3% of the Units of such Trustthen outstanding or by the Trustee when the value of theSecurities owned by the Trust, as shown by any evaluation,is less than $500,000 ($3,000,000 if the value of the Trusthas exceeded $15,000,000). The Trust will be liquidated bythe Trustee in the event that a sufficient number of Units ofthe Trust not yet sold are tendered for redemption by theSponsor, so that the net worth of such Trust would bereduced to less than 40% of the value of the Securities atthe time they were deposited in the Trust. If the Trust isliquidated because of the redemption of unsold Units by theSponsor, the Sponsor will refund to each purchaser of Unitsthe entire sales charge paid by such purchaser. The TrustAgreement will terminate upon the sale or other dispositionof the last Security held thereunder, but in no event will itcontinue beyond the Mandatory Termination Date.

Commencing during the period beginning nine businessdays prior to, and no later than, the Mandatory TerminationDate, Securities may begin to be sold in connection with thetermination of the Trust. The Sponsor will determine themanner, timing and execution of the sales of the Securities.The Sponsor shall direct the liquidation of the Securities insuch manner as to effectuate orderly sales and a minimalmarket impact. In the event the Sponsor does not so direct,the Securities shall be sold within a reasonable period and insuch manner as the Trustee, in its sole discretion, shalldetermine. At least 45 days before the Mandatory TerminationDate the Trustee will provide written notice of any terminationto all Unitholders of the Trust. Unitholders will receive a cashdistribution from the sale of the remaining Securities within areasonable time following the Mandatory Termination Date.The Trustee will deduct from the funds of the Trust anyaccrued costs, expenses, advances or indemnities providedby the Trust Agreement, including estimated compensation ofthe Trustee, costs of liquidation and any amounts required asa reserve to provide for payment of any applicable taxes orother governmental charges. Any sale of Securities in theTrust upon termination may result in a lower amount thanmight otherwise be realized if such sale were not required atsuch time. The Trustee will then distribute to each Unitholderof each Trust his pro rata share of the balance of the Incomeand Capital Accounts.

The Sponsor may, but is not obligated to, offer for saleunits of a subsequent series of the Trust pursuant to theRollover Option. There is, however, no assurance that unitsof any new series of the Trust will be offered for sale at thattime, or if offered, that there will be sufficient units availablefor sale to meet the requests of any or all Unitholders.

Within 60 days of the final distribution Unitholders will befurnished a final distribution statement of the amount

distributable. At such time as the Trustee in its solediscretion will determine that any amounts held in reserveare no longer necessary, it will make distribution thereof toUnitholders in the same manner.

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