Van Kampen Global Expansion Portfolio, Series 1

(Van Kampen Unit Trusts, Series 963)

Van Kampen Global Expansion Portfolio, Series 1 (the “Portfolio”) is a unit investment trust that seeksabove-average capital appreciation by investing in a portfolio that consists of exchange-traded funds and closed-endinvestment companies that invest in domestic and foreign stocks, fixed income securities, and real estate investmenttrusts. Of course, we cannot guarantee that the Portfolio will achieve its objective.

An investment can be made in the underlying funds directly rather than through the Portfolio. These directinvestments can be made without paying the Portfolio sales charge, operating expenses and organization costs.

March 17, 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.

Van Kampen Investments

VAN KAMPEN UNIT TRUSTSVAN KAMPEN UNIT TRUSTS, MUNICIPAL SERIES

VAN KAMPEN UNIT TRUSTS, TAXABLE INCOME SERIES

Supplement to the Prospectus

On June 1, 2010, Invesco Ltd. (“Invesco”) completed its previously announced acquisition of the retail asset management business of MorganStanley, which includes Van Kampen Investments Inc. Van Kampen Investments Inc. is now an indirect wholly owned subsidiary of Invesco, aleading independent global investment manager that provides a wide range of investment strategies and vehicles to its retail, institutional and highnet worth clients around the globe. The Sponsor, Van Kampen Funds Inc., remains a wholly owned subsidiary of Van Kampen Investments Inc.The principal office of the Sponsor is now located at 11 Greenway Plaza, Houston, Texas 77046-1173. The current assets under managementand supervision by Invesco and its affiliates were valued at approximately $580 billion as of March 31, 2010.

Supplement Dated: June 8, 2010 U-UITSPTINVESCO4

Investment Objective. The Portfolio seeksabove-average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfoliothat consists of exchange-traded funds (“ETFs”) andclosed-end investment companies (known as “closed-end funds” and collectively with the ETFs, the “funds”).The funds invest in domestic and foreign stocks, fixedincome securities, and real estate investment trusts(“REITs”). As the global economic recovery matures,and enters into a period of economic expansion, theSponsor has identified areas within the global marketthat could experience growth in these types ofeconomic conditions. In developing the investmentthesis, the Sponsor reviewed research reports from awide variety of sources, including a report fromMorgan Stanley Smith Barney LLC’s Global InvestmentCommittee titled “10 Investment Ideas for 2010”(January 2010). The Sponsor, and not Morgan StanleySmith Barney LLC, selected the funds for the Portfolio.In identifying the individual investment components forthe Portfol io, the Sponsor considered currenteconomic conditions and market analysis to determinewhich areas within the market could benefit from aperiod of global economic expansion.

In selecting the ETFs and closed-end funds for thePortfolio, the Sponsor sought to choose ETFs andclosed-end funds that would provide broad assetclass exposure to each particular investment style,index or sector. The Sponsor selected the equity ETFsbased on asset class exposure and benchmarkrepresentation. The Sponsor selected the fixed incomeETFs based on the term and types of bonds that makeup each fixed income ETF. Considerations for selectionof the ETFs include the index from which each one ofthe ETFs is based, and liquidity of the portfolio of theparticular ETF. In selecting the closed-end funds forthe Portfolio the Sponsor sought to invest in funds thatprovide exposure to a particular investment style orsector. In addit ion, the Sponsor selected theclosed-end funds included in the Portfolio by usingfactors including valuation, current yield, share price at

a discount to net asset value, and asset class mix ofeach of the underlying funds.

Certain of the funds selected by the Sponsor holdbelow-investment grade fixed income securities and eachseeks to correspond generally to the price and yieldperformance, before fees and expenses, of one of thevarious types of fixed income markets including UnitedStates municipal bonds, foreign government bonds,domestic and foreign corporate bonds, and foreign orUnited States REIT markets.

Approximately 85% of the Portfolio consists of ETFsand closed-end funds that are funds classified as “non-diversified” under the Investment Company Act of1940. These funds have the ability to invest a greaterportion of their assets in obligations of a single issuer.As a result, these funds may be more susceptible tovolatility than a more widely diversified fund.

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

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

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

• The value of the fixed income securitiesin certain of the funds will generally fallif interest rates, in general, rise. No onecan predict whether interest rates will rise or fallin the future.

• A security issuer may be unable to makeinterest and/or principal payments in thefuture. This may reduce the level of dividendscertain of the funds pay which would reduceyour income and cause the value of your Unitsto fall.

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Van Kampen Global Expansion Portfolio

• The financial condition of a securityissuer may worsen or its credit ratingsmay drop, resulting in a reduction in thevalue of your Units. This may occur at anypoint in time, including during the initial offeringperiod.

• The Portfolio invests in shares of ETFsand closed-end funds. You shouldunderstand the section titled “Funds” before youinvest. In particular, shares of ETFs may, andclosed-end funds frequently, tend to trade at adiscount from their net asset value and shares ofall funds are subject to risks related to factorssuch as management’s ability to achieve a fund’sobjective, market conditions affecting a fund’sinvestments and use of leverage. In addition,there is the risk that the market price of an ETF’sshares may trade at a discount from its net assetvalue, an active secondary market may notdevelop or be maintained, or trading may behalted by the exchange on which they trade,which may impact the Portfolio’s ability to sell theETF shares. The Portfolio and the underlyingfunds have management and operatingexpenses. You will bear not only your share of thePortfolio’s expenses, but also the expenses of theunderlying funds. By investing in other funds, thePortfolio incurs greater expenses than you wouldincur if you invested directly in the funds.

• Securities of foreign issuers held bycertain of the funds in the Portfoliopresent risks beyond those of U.S.issuers. These risks may include market andpolitical factors related to the issuer’s foreignmarket, international trade conditions, lessregulation, smaller or less liquid markets,increased volat i l i ty, differ ing accountingpractices and changes in the value of foreigncurrencies.

• Certain funds in the Portfolio invest insecurities in emerging markets. Investing

in emerging markets entails the risk that newsand events unique to a country or region willaffect those markets and their issuers.Countries with emerging markets may haverelatively unstable governments, may presentthe risks of nationalization of businesses,restr ict ions on foreign ownership andprohibitions on the repatriation of assets.

• Certain funds in the Portfolio invest incorporate bonds. The financial markets,including those for corporate bonds, haverecently experienced periods of extremeilliquidity and volatility. Due to these significantdifficulties in the financial markets, there can besubstantial uncertainty in assessing the value ofan issuer’s assets or the extent of i tsobligations. For these or other reasons, theratings of the bonds in certain funds in thePortfolio may not accurately reflect the currentfinancial condition or prospects of the issuer ofthe bond.

• Certain funds in the Portfolio invest inREITs. REITs may appreciate or depreciate invalue, or pay dividends depending upon globaland local economic conditions, changes ininterest rates and the strength or weakness ofthe real estate market.

• Certain of the securit ies held bycertain of the funds in the Portfolioare stocks of small-cap companies.These stocks are often more volatile and havelower trading volumes than stocks of largercompanies. Small companies may have limitedproducts or financial resources, managementinexper ience and less publ ic ly avai lableinformation.

• Certain funds in the Portfolio may investin securities rated below investmentgrade and are considered to be “junk”securities. These securities are considered tobe speculative and are subject to greater market

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and credit risks. Accordingly, the risk of default ishigher than investment grade securities. Inaddition, these securities may be more sensitiveto interest rate changes and may be more likelyto make early returns of principal.

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

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Fee Table

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

As a % ofPublic Amount

Offering Per 100Sales Charge Price Units_________ _________

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

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

As a % Amountof Net Per 100Assets Units_________ _________

Organization Costs 0.212% $ 2.033______ ____________ ______

Annual Expenses Trustee’s fee and operating expenses 0.146% $ 1.403Supervisory, bookkeeping and administrative fees 0.042 0.400Underlying fund expenses 0.875 8.385______ ______

Total 1.063% $10.188______ ____________ ______

Example

This example helps you compare the cost of the Portfolio withother unit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%.Your actual returns and expenses wil l vary. Based on theseassumptions, you would pay the following expenses for every $10,000you invest in the Portfolio. This example assumes that you continue tofollow the Portfolio strategy and roll your investment, including alldistributions, into a new trust every two years subject to the applicablereduced rollover sales charge.

1 year $ 517

3 years 1,050

5 years 1,608

10 years 2,922

The maximum sales charge is 3.95% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 3.95% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.245 per Unitand accrues daily from September 10, 2010, through February 9, 2011.Your Portfolio pays a proportionate amount of this charge on the 10th dayof each month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee is fixed at$0.05 per unit and is paid at the earlier of the end of the initial offeringperiod (anticipated to be three months) or six months following the InitialDate of Deposit. The Portfolio will bear the management and operatingexpenses and investor fees of the underlying funds. While the Portfolio willnot pay these expenses directly out of its assets, these expenses areshown in the Portfolio’s annual expenses above to illustrate the impact ofthese expenses. The Trustee or Sponsor will waive fees otherwisepayable by the Portfolio in an amount equal to any 12b-1 fees or othercompensation the Trustee, the Sponsor or an affiliate receives from thefunds in connection with the Portfolio’s investment in the funds, includinglicense fees receivable by an affiliate of the Sponsor from a fund.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit March 17, 2010

Mandatory Termination Date March 14, 2012

Estimated Net Annual Income* $0.50419 per Unit

Record Dates** 10th day of each month

Distribution Dates** 25th day of each month

CUSIP Numbers Cash – 92118P522

Reinvest – 92118P530

Wrap Fee Cash – 92118P548

Wrap Fee Reinvest – 92118P555

* As of close of business day prior to Initial Date of Deposit. The actualdistributions you receive will vary from the estimated amount due tochanges in the Portfolio’s fees and expenses, in actual income receivedby the Portfolio, currency fluctuations and with changes in the Portfoliosuch as the acquisition or liquidation of securities. See “Rights ofUnitholders--Estimated Distributions.”

** The Trustee will make distributions of income and capital on eachmonthly Distribution Date to Unitholders of record on the precedingRecord Date, provided that the total cash held for distribution equals atleast $0.01 per Unit. Undistributed income and capital will bedistributed in the next month in which the total cash held for distributionequals at least $0.01 per Unit. Based on the foregoing, it is currentlyestimated that the initial distribution will occur in April 2010.

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Van Kampen Global Expansion Portfolio, Series 1

Portfolio______________________________________________________________________________________________________________

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

CLOSED-END FUNDS - 45.01%1,133 Alpine Global Premier Properties Fund $ 6.530 5.65% $ 7,398.49

585 BlackRock Real Asset Equity Trust 12.880 8.44 7,534.80617 Eaton Vance Tax-Managed Global

Diversified Equity Income Fund 12.010 12.74 7,410.17546 Gabelli Dividend & Income Trust 13.630 5.28 7,441.98991 Highland Credit Strategies Fund 7.620 8.27 7,551.42

1,037 ING Clarion Global Real Estate Income Fund 7.110 7.59 7,373.07796 MFS Charter Income Trust 9.360 6.68 7,450.56410 Western Asset Emerging Markets Debt

Fund, Inc. 18.250 7.89 7,482.501,153 Western Asset High Income Opportunity

Fund, Inc. 6.470 9.74 7,459.91EXCHANGE-TRADED FUNDS - 54.99%

409 Claymore S&P Global Water Index ETF 18.250 1.10 7,464.2584 iShares iBoxx $ High Yield Corporate Bond

Fund 88.396 9.24 7,425.2671 iShares JPMorgan USD Emerging Markets

Bond Fund 104.170 5.50 7,396.07313 iShares MSCI Australia Index Fund 23.890 2.78 7,477.57161 iShares MSCI BRIC Index Fund 46.190 0.86 7,436.59265 iShares MSCI Canada Index Fund 28.050 1.18 7,433.25179 iShares MSCI Emerging Markets Index Fund 41.600 1.37 7,446.40210 SPDR Dow Jones International Real Estate

ETF 35.650 4.64 7,486.50139 SPDR Dow Jones REIT ETF 53.920 3.64 7,494.88152 SPDR S&P Dividend ETF 49.170 3.52 7,473.84189 Vanguard High Dividend Yield ETF 39.470 2.88 7,459.83__________ ____________

9,440 $ 149,097.34__________ ______________________ ____________

See “Notes to Portfolio”.

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Notes to Portfolio

(1) The Securities are initially represented by “regular way” contracts for the performance of which anirrevocable letter of credit has been deposited with the Trustee. Contracts to acquire Securities were enteredinto on March 16, 2010 and have a settlement date of March 19, 2010 (see “The Portfolio”).

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

ProfitCost to (Loss) ToSponsor Sponsor______________ _____________

$ 149,381 $ (284)

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of Van Kampen Unit Trusts, Series 963:

We have audited the accompanying statement of condition and the related portfolio of Van KampenGlobal Expansion Portfolio, Series 1 (included in Van Kampen Unit Trusts, Series 963) as of March 17, 2010.The statement of condition is the responsibility of the Sponsor. Our responsibility is to express an opinion onsuch statement of condition based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the statement of condition is free of material misstatement. The trust is not requiredto have, nor were we engaged to perform an audit of its internal control over financial reporting. Our auditincluded consideration of internal control over financial reporting as a basis for designing audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the trust’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in thestatement of condition, assessing the accounting principles used and significant estimates made by theSponsor, as well as evaluating the overall statement of condition presentation. Our procedures includedconfirmation with The Bank of New York Mellon, Trustee, of cash or an irrevocable letter of credit depositedfor the purchase of Securities as shown in the statement of condition as of March 17, 2010. We believe thatour audit of the statement of condition provides a reasonable basis for our opinion.

In our opinion, the statement of condition referred to above presents fairly, in all material respects, thefinancial position of Van Kampen Global Expansion Portfolio, Series 1 (included in Van Kampen Unit Trusts,Series 963) as of March 17, 2010, in conformity with accounting principles generally accepted in the UnitedStates of America.

/s/ GRANT THORNTON LLP

New York, New YorkMarch 17, 2010

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STATEMENT OF CONDITIONAs of March 17, 2010

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 149,097_____________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 149,097__________________________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 306Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,690Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 753

Interest of Unitholders--Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,610Less: initial sales charge (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,513Less: deferred sales charge, creation and development fee

and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,749_____________Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144,348_____________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 149,097__________________________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,061__________________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.585__________________________

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

(2) A portion of the Public Offering Price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing thePortfolio. The amount of these costs are set forth in the “Fee Table”. A distribution will be made as of the earlier of the close of the initialoffering period (approximately three months) or six months following the Initial Date of Deposit to an account maintained by the Trustee fromwhich the organization expense obligation of the investors will be satisfied. To the extent that actual organization costs of the Portfolio aregreater than the estimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsorand deducted from the assets of the Portfolio.

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

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

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THE PORTFOLIO

The Portfolio was created under the laws of the Stateof New York pursuant to a Trust Indenture and TrustAgreement (the “Trust Agreement”), dated the date ofthis prospectus (the “Initial Date of Deposit”), amongVan Kampen Funds Inc., as Sponsor, Van KampenAsset Management, as Supervisor, and The Bank ofNew York Mellon, as Trustee.

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for thepurchase of the Securities and an irrevocable letter ofcredit in the amount required for these purchases withthe Trustee. In exchange for these contracts the Trusteedelivered to the Sponsor documentation evidencing theownership of Units of the Portfolio. Unless otherwiseterminated as provided in the Trust Agreement, thePortfolio will terminate on the Mandatory TerminationDate and any remaining Securities will be liquidated ordistributed by the Trustee within a reasonable time. Asused in this prospectus the term “Securities” means thesecurities (including contracts to purchase thesesecurities) listed in the “Portfolio” and any additionalsecurities deposited into the Portfolio.

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

and because the Portfolio will pay the associatedbrokerage or acquisition fees. Purchases and sales ofSecurities by your Portfolio may impact the value of theSecurities. This may especially be the case during theinitial offering of Units, upon Portfolio termination and inthe course of satisfying large Unit redemptions.

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

The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquiredand held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the relatedIncome and Capital Accounts. Neither the Sponsor northe Trustee shall be liable in any way for any failure inany of the Securities.

OBJECTIVE AND SECURITIES SELECTION

The Port fo l io seeks above-average capita lappreciation. The Portfol io seeks to achieve itsobjective by investing in a portfolio that consists ofexchange-traded funds (“ETFs”) and closed-endinvestment companies (known as “closed-end funds”,and collectively with the ETFs, the “funds”). The fundsinvest in domestic and foreign stocks, fixed incomesecurities, and real estate investment trusts. Wedescribe the selection process for the Portfolio on page

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

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

FUNDS

ETFs are investment pools that hold othersecur i t ies. The ETFs in the Port fo l io arepassively-managed index funds that seek to replicatethe performance or composition of a recognizedsecurities index. The ETFs held by the Portfolio areeither open-end management investment companiesor uni t investment t rusts registered under theInvestment Company Act of 1940. Unlike typicalopen-end funds or unit investment trusts, ETFsgenerally do not sell or redeem their individual sharesat net asset value. ETFs generally sell and redeemshares in large blocks (often known as “CreationUnits”), however, the Sponsor does not intend to sellor redeem ETF shares in this manner. In addition,securities exchanges list ETF shares for trading,which allows investors to purchase and sell individualETF shares among themselves at market pricesthroughout the day. The Portfolio will purchase andsell ETF shares on these securities exchanges. ETFstherefore possess character ist ics of tradit ionalopen-end funds and unit investment trusts, whichissue redeemable shares, and of corporate commonstocks, which generally issue shares that trade atnegotiated prices on securities exchanges and arenot redeemable.

ETFs can provide exposure to broad-based indices,growth and value styles, market cap segments, sectorsand industries, and specific countries or regions of the

world. The securities comprising ETFs may be commonequity securities or fixed income securities. Each ETFcontains a number of equity or fixed income securities.In general, ETFs may contain anywhere from fewer than20 securities up to more than 1,000 securities. As aresult, investors in ETFs (and investors in the Portfolio)obtain exposure to a much greater number of securitiesthan an individual investor would typically be able toobtain on their own. The performance of ETFs isgenerally highly correlated with the indices or sectorswhich they are designed to track.

Closed-end funds are a type of investment companythat hold an actively managed portfolio of securities.Closed-end funds issue shares in “closed-end” offeringswhich generally trade on a stock exchange (althoughsome closed-end fund shares are not listed on asecurities exchange). The funds in the Portfolio all arecurrently listed on a securities exchange. Since closed-end funds maintain a relatively fixed pool of investmentcapital, portfolio managers may be better able to adhereto their investment philosophies through greater flexibilityand control. In addition, closed-end funds don’t have tomanage fund l iquidity to meet potential ly largeredemptions.

Closed-end funds are subject to various risks,including management’s ability to meet the closed-endfund’s investment objective, and to manage the closed-end fund portfolio when the underlying securities areredeemed or sold, during periods of market turmoil andas investors’ perceptions regarding closed-end funds ortheir underlying investments change.

Shares of closed-end funds frequently trade at adiscount from their net asset value in the secondarymarket. This risk is separate and distinct from the riskthat the net asset value of closed-end fund shares maydecrease. The amount of such discount from net assetvalue is subject to change from time to time in responseto various factors.

The closed-end funds included in the Portfolio mayemploy the use of leverage in their portfolios throughthe issuance of preferred stock or other methods. Whileleverage often serves to increase the yield of aclosed-end fund, this leverage also subjects the closed-

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end fund to increased risks. These risks may include thelikelihood of increased volatility and the possibility thatthe closed-end fund’s common share income will fall ifthe dividend rate on the preferred shares or the interestrate on any borrowings rises.

Certain of the funds in the Portfolio may be classifiedas “non-diversified” under the Investment Company Actof 1940. These funds have the ability to invest a greaterportion of their assets in securities of a single issuerwhich could reduce diversification.

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio and the securities in theportfolios of the underlying funds in the Portfolio. Youshould understand these risks before you invest. If thevalue of the securities falls, the value of your Units willalso fall. We cannot guarantee that your Portfolio willachieve its objective or that your investment return willbe positive over any period.

Market Risk. Market risk is the risk that the value ofsecurities in your Portfolio or in the underlying funds inthe Portfolio will fluctuate. This could cause the value ofyour Units to fall below your original purchase price.Market value fluctuates in response to various factors.These can include changes in interest rates, inflation,the financial condition of a security’s issuer, perceptionsof the issuer, or ratings on a security. Even though yourPortfolio is supervised, you should remember that wedo not manage your Portfolio. Your Portfolio will not sella security solely because the market value falls as ispossible in a managed fund.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security, a fund or anunderlying security in a fund is unwilling or unable topay dividends on a security. Stocks representownership interests in the issuers and are notobligations of the issuers. Common stockholders havea right to receive dividends only after the company hasprovided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only when

declared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsreceived by the Portfolio are insufficient to coverexpenses, redemptions or other Portfolio costs, it maybe necessary for the Portfolio to sell Securities to coversuch expenses, redemptions or other costs. Any suchsales may result in capital gains or losses to you. See“Taxation”.

Interest Rate Risk. Interest rate risk is the risk thatthe value of securities held by certain funds in thePortfolio will fall if interest rates increase. The securitiesheld by certain funds in the Portfolio typically fall invalue when interest rates rise and rise in value wheninterest rates fall. The securities held by certain funds inthe Portfolio with longer periods before maturity areoften more sensitive to interest rate changes. Prices ofbonds, even inflation-protected bonds, held by certainfunds in the Portfolio may fall because of a rise ininterest rates.

Credit Risk. Credit risk is the risk that a borroweris unable to meet its obligation to pay principal orinterest on a security held by certain funds in thePortfolio. This may reduce the level of dividends suchfunds pay which would reduce your income and couldcause the value of your Units to fall.

Funds. The Portfolio invests in shares of ETFs andclosed-end funds. You should understand the sectiontitled “Funds” before you invest. Shares of ETFs may, andclosed-end funds frequently, trade at a discount from theirnet asset value in the secondary market. This risk isseparate and distinct from the risk that the net asset valueof fund shares may decrease. The amount of suchdiscount from net asset value is subject to change fromtime to time in response to various factors. All funds aresubject to various risks, including management’s ability tomeet the fund’s investment objective, and to manage thefund portfolio when the underlying securities areredeemed or sold, during periods of market turmoil andas investors’ perceptions regarding funds or theirunderlying investments change. The Portfolio and theunderlying funds have operating expenses. You will bearnot only your share of the Portfolio’s expenses, but alsothe expenses of the underlying funds. By investing in other

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funds, the Portfolio incurs greater expenses than youwould incur if you invested directly in the funds.

Index Correlation Risk. Index correlation risk isthe risk that the performance of a fund in the Portfoliowill vary from the actual performance of a security’starget index, known as “tracking error.” This canhappen due to transaction costs, market impact,corporate actions (such as mergers and spin-offs) andtiming variances. In particular, some ETFs use atechnique called “representative sampling,” whichmeans that the fund invests in a representative sampleof securities in its target index rather than all of theindex securities. This could increase the risk of atracking error.

Municipal Bond Risks. Certain of the funds heldby the Portfolio invest in municipal bonds. Municipalbonds are debt obligations issued by states or bypolitical subdivisions or authorities of states. Municipalbonds are typically designated as general obligationbonds, which are general obligations of a governmentalentity that are backed by the taxing power of such entity,or revenue bonds, which are payable from the income ofa specific project or authority and are not supported bythe issuer’s power to levy taxes. Municipal bonds arelong-term fixed rate debt obligations that generallydecline in value with increases in interest rates, when anissuer’s financial condition worsens or when the ratingon a bond is decreased. Many municipal bonds may becalled or redeemed prior to their stated maturity, anevent which is more likely to occur when interest ratesfall. In such an occurrence, a fund may not be able toreinvest the money it receives in other bonds that haveas high a yield or as long a maturity.

Many municipal bonds are subject to continuingrequirements as to the actual use of the bond proceeds ormanner of operation of the project financed from bondproceeds that may affect the exemption of interest oncertain bonds from federal income taxation. The marketfor municipal bonds is generally less liquid than for othersecurities and therefore the price of municipal bonds maybe more volatile and subject to greater price fluctuationsthan securities with greater liquidity. In addition, an issuer’sability to make income distributions generally depends onseveral factors including the financial condition of the

issuer and general economic conditions. Any of thesefactors may negatively impact the price of municipalbonds held by a fund and would therefore impact theprice of both the fund shares and your Units.

Certain funds in the Portfolio invest primarily inmunicipal bonds that pay interest that is exempt fromregular federal income tax and, for state-specific funds,from regular income tax of the applicable state.Notwithstanding the foregoing, certain income from a fundmay not qualify as tax-exempt income and could besubject to federal, state or local tax. In addition, incomefrom certain such funds may be subject to the alternativeminimum tax and may have other tax consequences (e.g.,they may affect the amount of social security benefits thatare taxed). Capital gains and capital gain dividends, if any,will be subject to tax.

High-Yield Security Risk. Certain of the fundsheld by the Portfolio may invest in high-yield securitiesor unrated securities. High-yield, high risk securities aresubject to greater market fluctuations and risk of lossthan securities with higher investment ratings. The valueof these securit ies wil l decline signif icantly withincreases in interest rates, not only because increasesin rates generally decrease values, but also becauseincreased rates may indicate an economic slowdown.An economic slowdown, or a reduction in an issuer’screditworthiness, may result in the issuer being unableto maintain earnings at a level sufficient to maintaininterest and principal payments.

High-yield or “junk” securities, the generic names forsecurities rated below “BBB” by Standard & Poor’s or“Baa” by Moody’s, are frequently issued by corporationsin the growth stage of their development or byestablished companies who are highly leveraged orwhose operations or industr ies are depressed.Securities rated below BBB or Baa are consideredspeculative as these ratings indicate a quality of lessthan investment grade. Because high-yield securitiesare general ly subordinated obl igations and areperceived by investors to be riskier than higher ratedsecurities, their prices tend to fluctuate more thanhigher rated securities and are affected by short-termcredit developments to a greater degree.

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The market for high-yield securities is smaller andless liquid than that for investment grade securities.High-yield securities are generally not listed on anational securit ies exchange but trade in theover-the-counter markets. Due to the smaller, less liquidmarket for high-yield securities, the bid-offer spread onsuch securities is generally greater than it is forinvestment grade securities and the purchase or sale ofsuch securities may take longer to complete.

Foreign Issuer Risk. Certain of the underlyingsecurities held by certain of the funds in the Portfoliomay be issued by foreign issuers. This subjects thePortfolio to more risks than if it invested in securitieslinked solely to domestic securities.

These risks include the risk of losses due to futurepolitical and economic developments, internationaltrade condit ions, foreign withholding taxes andrestrictions on foreign investments or exchange ofsecurities, foreign currency fluctuations or restriction onexchange or repatriation of currencies.

The political, economic and social structures ofsome foreign countries may be less stable and morevolatile than those in the U.S. Investments in thesecountries may be subject to the risks of internal andexternal conflicts, currency devaluations, foreignownership limitations and tax increases. It is possiblethat a government may take over the assets oroperations of a company or impose restrictions on theexchange or export of currency or other assets.Diplomatic and political developments, including rapidand adverse polit ical changes, social instabil ity,regional conflicts, terrorism and war, could affect theeconomies, industries, and securities and currencymarkets, and the value of an investment, in non-U.S.countries. No one can predict the impact that thesefactors could have on the value of foreign securities.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of the factorsstated above may make it impossible to buy or sell themin a timely manner or may adversely affect the valuereceived on a sale of securities. In addition, round lottrading requirements exist in certain foreign securitiesmarkets. Brokerage commissions and other fees

generally are higher for foreign securities. Governmentsupervision and regulation of foreign securities markets,currency markets, trading systems and brokers may beless than in the U.S. The procedures and rulesgoverning foreign transactions and custody also mayinvolve delays in payment, delivery or recovery of moneyor investments.

Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,there may be less information publicly available aboutforeign companies than about most U.S. companies.Certain foreign securities may be less liquid (harder tosell) and more volatile than many U.S. securities.

Because securities of foreign issuers not listed on aU.S. securities exchange generally pay dividends andtrade in foreign currencies, the U.S. dollar value ofthese secur i t ies and div idends wi l l vary withfluctuations in foreign exchange rates. Most foreigncurrencies have fluctuated widely in value against theU.S. dollar for various economic and political reasonsand foreign currency exchange markets can be quitevolat i le depending on the act iv i ty of the largeinternational commercial banks, various central banks,large multi-national corporations, speculators andother buyers and sellers of foreign currencies.

Emerging Market Risk. The Portfolio is exposedto securities issued by entities located in emergingmarkets and frontier emerging markets through itsinvestment in the underlying funds. Emerging marketsare generally defined as countries in the initial states oftheir industrialization cycles with low per capita income.Frontier emerging markets are the smallest, lessdeveloped, less liquid countries that make up theemerging markets. The markets of emerging marketsand frontier emerging markets countries are generallymore volatile than the markets of developed countrieswith more mature economies. All of the risks ofinvesting in foreign securities described above areheightened by investing in emerging markets andfrontier emerging markets countries.

Real Estate Companies. The Portfolio is exposedto real estate investment companies (“REITs”) through its

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investment in the funds in the Portfolio, or the underlyingsecurities in the funds. Any negative impact on thisindustry will have a greater impact on the value of Unitsthan on a portfolio diversified over several industries. Youshould understand the risks of these companies beforeyou invest. Many factors can have an adverse impact onthe performance of a particular company, including itscash available for distribution, the credit quality of aparticular company or the real estate industry generally.The success of real estate investment companiesdepends on various factors, including the occupancy andrent levels, appreciation of the underlying property andthe ability to raise rents on those properties. Economicrecession, overbuilding, tax law changes, higher interestrates or excessive speculation can all negatively impactthese companies, their future earnings and share prices.

Risks associated with the direct ownership of realestate include, among other factors,

• general U.S. and global as well as localeconomic conditions,

• decline in real estate values,

• the financial health of tenants,

• overbuilding and increased competition fortenants,

• oversupply of properties for sale,

• changing demographics,

• changes in interest rates, tax rates andother operating expenses,

• changes in government regulations,

• faulty construction and the ongoing needfor capital improvements,

• regulatory and judicial requirements,including relat ing to l iabi l i ty forenvironmental hazards,

• changes in neighborhood values and buyerdemand, and

• the unavailability of construction financingor mortgage loans at rates acceptable todevelopers.

Variations in rental income and space availability andvacancy rates in terms of supply and demand areadditional factors affecting real estate generally and realestate investment companies in particular. Propertiesowned by a company may not be adequately insuredagainst certain losses and may be subject to significantenvironmental liabilities, including remediation costs.

You should also be aware that real estateinvestment companies may not be diversified and aresubject to the risks of financing projects. The realestate industry may be cyclical, and, if your Portfolioacquires securities at or near the top of the cycle,there is increased risk of a decline in value of thesecurities during the life of your Portfolio. The recentincreased demand for certain types of real estate mayhave inf lated the value of real estate. This mayincrease the risk of a substantial decline in the value ofsuch real estate and increase the risk of a decline inthe value of the Securities and therefore the value ofthe Units. Real estate investment companies are alsosubject to defaults by borrowers and the market’sperception of the real estate industry generally.

Because of the structure of certain real estatecompanies, and legal requirements in many countriesthat these companies distribute a certain minimumamount of their taxable income to shareholdersannually, real estate investment companies oftenrequire frequent amounts of new funding, throughboth borrowing money and issuing stock. Thus, manyreal estate investment companies historically havefrequently issued substantial amounts of new equityshares (or equivalents) to purchase or build newproperties. This may have adversely affected securitymarket prices. Both existing and new share issuancesmay have an adverse effect on these prices in thefuture, especially when companies continue to issuestock when real estate prices are relatively high andstock prices are relatively low.

Natural Resources Issuer Risk. Through itsinvestment in the underlying funds, the Portfolio isexposed to securities issued by companies involvedin the natural resources sector, which includescompanies involved in the basic materials, waterutility/infrastructure and industrials sectors.

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

General problems of water utility and infrastructureissuers, including industrials companies issuers, includethe imposition of rate caps, increased competition dueto deregulation, the difficulty in obtaining an adequatereturn on invested capital or in f inancing largeconstruction programs, the limitations on operationsand increased costs and delays attr ibutable toenvironmental considerations, and the capital market’sabil i ty to absorb uti l i ty debt. In addit ion, taxes,government regulation, international politics, price andsupply fluctuations, volatile interest rates and waterconservation may cause difficulties for water utilities. Allof such issuers have been experiencing certain of theseproblems in varying degrees.

Industrials companies may be adversely affectedby such factors including the general state of theeconomy, intense compet i t ion, consol idat ion,domestic and international politics, excess capacityand consumer spending trends. Capital goodscompanies may also be significantly affected byovera l l capi ta l spending and leverage leve ls,economic cycles, technical obsolescence, delays inmodernization, limitations on supply of key materials,labor relations, government regulations, governmentcontracts and e-commerce initiatives. Industrialscompanies may also be affected by factors morespecif ic to their individual industr ies. Industr ialmachinery manufacturers may be subject to declinesin commercial and consumer demand and the needfor modernization. Certain industrials companies maybe inf luenced by decreased demand for newequipment, order cancellations, disputes over orability to obtain or retain government contracts, labor

disputes, changes in government budget priorities,changes in equipment- leas ing contracts andcutbacks in general.

Small-cap Companies. Certain of the securitiesheld by certain funds in the Portfolio may be issued bysmall companies. The share prices of these small-capcompanies are often more volatile than those of largercompanies as a result of several factors common tomany such issuers, including limited trading volumes,products or f inancial resources, managementinexperience and less publicly available information.

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which includes the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 3.95% of the PublicOffering Price per Unit at the time of purchase.

You pay the initial sales charge at the time you buyUnits. The initial sales charge is the difference between thetotal sales charge percentage (maximum of 3.95% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and the totalfixed dollar creation and development fee. The initial salescharge will be approximately 1.00% of the Public OfferingPrice per Unit depending on the Public Offering Price perUnit. The deferred sales charge is fixed at $0.245 per Unit.Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a business day,we will charge the payment on the next business day. Ifyou purchase Units after the initial deferred sales chargepayment, you will only pay that portion of the paymentsnot yet collected. If you redeem or sell your Units prior tocollection of the total deferred sales charge, you will payany remaining deferred sales charge upon redemption or

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sale of your Units. The initial and deferred sales chargesare referred to as the “transactional sales charge.” Thetransactional sales charge does not include the creationand development fee which compensates the Sponsor forcreating and developing your Portfolio and is describedunder “Expenses.” The creation and development fee isfixed at $0.05 per Unit. Your Portfolio pays the creationand development fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of your Units.Because the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, theactual charges will exceed the percentages shown in the“Fee Table” if the Public Offering Price per Unit falls below$10 and will be less than the percentages shown in the“Fee Table” if the Public Offering Price per Unit exceeds$10. In no event will the maximum total sales chargeexceed 3.95% of the Public Offering Price per Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfolio must charge these amounts per Unit regardlessof any decrease in net asset value. However, if the PublicOffering Price per Unit falls to the extent that themaximum sales charge percentage results in a dollaramount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the amountof the initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at that price.The initial sales charge credit is paid by the Sponsor andis not paid by the Portfolio. The “Fee Table” shows thesales charge calculation at a $10 Public Offering Priceper Unit and the following examples illustrate the salescharge at prices below and above $10. If the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.2370 (3.95% of the Public OfferingPrice per Unit), which consists of an initial sales charge of

-$0.0580, a deferred sales charge of $0.245 and acreation and development fee of $0.05. If the PublicOffering Price per Unit rose to $14, the maximum salescharge would be $0.5530 (3.95% of the Public OfferingPrice per Unit), consisting of an initial sales charge of$0.2580, a deferred sales charge of $0.245 and thecreation and development fee of $0.05.

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

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

Reducing Your Sales Charge. The Sponsoroffers a variety of ways for you to reduce the salescharge that you pay. It is your financial professional’sresponsibility to alert the Sponsor of any discount whenyou purchase Units. Before you purchase Units youmust also inform your financial professional of yourqualification for any discount or of any combinedpurchases to be eligible for a reduced sales charge. Youmay not combine discounts. Since the deferred salescharges and creation and development fee are fixeddollar amounts per Unit, your Portfolio must chargethese amounts per Unit regardless of any discounts.However, if you are eligible to receive a discount suchthat your total sales charge is less than the fixed dollaramounts of the deferred sales charges and creation anddevelopment fee, you will receive a credit equal to thedifference between your total sales charge and thesefixed dollar charges at the time you buy Units.

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

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TransactionAmount Sales Charge______________ ______________

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

Except as described below, these quantity discountlevels apply only to purchases of a single Portfolio madeby the same person on a single day from a singlebroker-dealer. We apply these sales charges as apercent of the Public Offering Price per Unit at the timeof purchase. We also apply the different purchase levelson a Unit basis using a $10 Unit equivalent. Forexample, if you purchase between 5,000 and 9,999Units of the Portfolio, your sales charge will be 3.70% ofyour Public Offering Price per Unit.

For purposes of achieving these levels, you maycombine purchases of Units of the Portfolio offered inthis prospectus with purchases of units of any other VanKampen-sponsored unit investment trust in the initialoffering period. In addition, Units purchased in the nameof your spouse or children under 21 living in the samehousehold as you will be deemed to be additionalpurchases by you for the purposes of calculating theapplicable quantity discount level. The reduced salescharge levels will also be applicable to a trustee or otherfiduciary purchasing Units for a single trust, estate(including multiple trusts created under a single estate)or fiduciary account. To be eligible for aggregation asdescribed in this paragraph, all purchases must bemade on the same day through a single broker-dealeror selling agent. You must inform your broker-dealer ofany combined purchases before your purchase to beeligible for a reduced sales charge.

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financialplanners and registered broker-dealers who in eachcase either charge periodic fees for brokerage services,f inancial planning, investment advisory or assetmanagement services, or provide such services in

connection with the establishment of an investmentaccount for which a comprehensive “wrap fee” charge(“Wrap Fee”) is imposed (“Fee Accounts”). If Units of thePortfolio are purchased for a Fee Account and thePortfolio is subject to a Wrap Fee (i.e., the Portfolio is“Wrap Fee Eligible”), then the purchase will not besubject to the transactional sales charge but will besubject to the creation and development fee that isretained by the Sponsor. Please refer to the sectioncalled “Fee Accounts” for additional information onthese purchases. The Sponsor reserves the right to limitor deny purchases of Units described in this paragraphby investors or selling firms whose frequent tradingactivity is determined to be detrimental to the Portfolio.

Rollovers and Exchanges. During the initial offeringperiod of the Portfolio, unitholders of any Van Kampen-sponsored unit investment trusts and unitholders ofunaffiliated unit investment trusts may utilize theirredemption or termination proceeds from such a trustto purchase Units of the Portfolio at the Public OfferingPrice per Unit less 1.00%. In order to be eligible for thesales charge discounts applicable to Unit purchasesmade with redemption or termination proceeds fromother unit investment trusts, the termination orredemption proceeds used to purchase Units of thePortfolio must be derived from a transaction thatoccurred within 30 days of your Unit purchase. Inaddition, the discounts wil l only be available forinvestors that utilize the same broker-dealer (or adifferent broker-dealer with appropriate notification) forboth the Unit purchase and the transaction resulting inthe receipt of the termination or redemption proceedsused for the Unit purchase. You may be required toprovide appropriate documentation or other informationto your broker-dealer to evidence your eligibility forthese reduced sales charge discounts. An exchangedoes not avoid a taxable event on the redemption ortermination of an interest in a trust.

Employees. Employees, officers and directors(including their spouses and children under 21 livingin the same household, and trustees, custodians orfiduciaries for the benefit of such persons) of VanKampen Funds Inc. and its affiliates, and dealers andtheir aff i l iates may purchase Units at the Public

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Offering Price less the applicable dealer concession.All employee discounts are subject to the policies ofthe related selling firm. Only employees, officers anddirectors of companies that allow their employees toparticipate in this employee discount program areeligible for the discounts.

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

Unit Price. The Public Offering Price of Units willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in theprices of the underlying Securities in the Portfolio. Theinitial price of the Securities was determined by theTrustee. The Trustee will generally determine the valueof the Securities as of the Evaluation Time on eachbusiness day and will adjust the Public Offering Priceof Units accordingly. The Evaluation Time is the closeof the New York Stock Exchange on each businessday. The term “business day”, as used herein andunder “Rights of Unitholders--Redemption of Units”,excludes Saturdays, Sundays and holidays observedby the New York Stock Exchange. The Public OfferingPrice per Unit will be effective for all orders receivedprior to the Evaluation Time on each business day.Orders received by the Sponsor prior to the EvaluationTime and orders received by authorized financialprofessionals prior to the Evaluation Time that areproperly transmitted to the Sponsor by the timedesignated by the Sponsor, are priced based on thedate of receipt. Orders received by the Sponsor afterthe Evaluat ion T ime, and orders received byauthorized financial professionals after the EvaluationTime or orders received by such persons that are not

transmitted to the Sponsor unt i l after the t imedesignated by the Sponsor, are priced based on thedate of the next determined Public Offering Price perUnit provided they are received timely by the Sponsoron such date. It is the responsibility of authorizedfinancial professionals to transmit orders received bythem to the Sponsor so they will be received in atimely manner.

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

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

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

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

ConcessionTransaction or Agency

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

* The breakpoint concessions or agency commissions are also appliedon a Unit basis using a breakpoint equivalent of $10 per Unit and areapplied on whichever basis is more favorable to the distributor.

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

In addition to the regular concession or agencycommission set forth above, all broker-dealers andother selling firms will be eligible to receive additionalcompensation based on total initial offering period salesof all eligible Van Kampen unit investment trusts duringa Quarterly Period as set forth in the following table:

Initial Offering Period VolumeSales During Quarterly Period Concession______________________________ ____________$2 million but less than $5 million . . . . . . . . 0.025%$5 million but less than $10 million . . . . . . . 0.050$10 million but less than $50 million . . . . . . 0.075$50 million or more . . . . . . . . . . . . . . . . . . 0.100

“Quarterly Period” means the following periods:January – March; April – June; July – September; andOctober – December. Broker-dealers and other sellingf i rms wi l l not receive these addit ional volumeconcessions on the sale of units which are not subjectto the transactional sales charge, however, such saleswill be included in determining whether a firm has metthe sales level breakpoints set forth in the table above.

Secondary market sales of all unit investment trustsare excluded for purposes of these volumeconcessions. Notwithstanding the foregoing, WellsFargo Advisors will receive the maximum volumeconcession set forth in the table above for all eligible unitsales. The Sponsor will pay these amounts out of thetransactional sales charge received on units within areasonable time following each Quarterly Period. For atrust to be eligible for this additional compensation forQuarterly Period sales, the trust’s prospectus mustinclude disclosure re lated to th is addit ionalcompensation; a trust is not eligible for this additionalcompensation if the prospectus for such trust doesnot include disclosure related to this addit ionalcompensation.

In addition to the regular concession and additionalvolume concessions set forth in the tables above,Preferred Distributors will receive a reallowance of0.10% of the Public Offering Price per Unit of all Units ofthe Portfolio sold during a Quarterly Period. Thisadditional compensation will be paid to PreferredDistributors as an additional broker-dealer concessionat the time Units are purchased unless the PreferredDistributor notifies the Sponsor that it elects to receive aseparate payment following each applicable QuarterlyPeriod. The “Preferred Distributors” include (1) thefollowing firms and their affiliates: Edward D. Jones &Co., L.P., Merri l l Lynch, Pierce, Fenner & SmithIncorporated, Morgan Stanley Smith Barney LLC, UBSFinancial Services Inc. and Wells Fargo Advisors and (2)any selling firm that has achieved aggregate sales ofVan Kampen unit investment trusts of either $30 millionin the three-month period preceding the relatedQuarterly Period or $100 million in the twelve-monthperiod preceding the related Quarterly Period. PreferredDistributors will not receive this additional compensationon the sale of Units which are not subject to thetransactional sales charge, however, such sales will beincluded in determining whether a firm has met thesales levels described in the preceding sentence forpurposes of qualifying as a Preferred Distributor.Secondary market sales of Units are excluded forpurposes of this Preferred Distributor compensation.

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Except as provided in this section, any sales chargediscount provided to investors will be borne by theselling broker-dealer or agent. For all secondary markettransactions the total concession or agencycommission will amount to 80% of the sales charge.Notwithstanding anything to the contrary herein, in nocase shall the total of any concessions, agencycommissions and any additional compensation allowedor paid to any broker, dealer or other distributor of Unitswith respect to any individual transaction exceed thetotal sales charge applicable to such transaction. TheSponsor reserves the right to reject, in whole or in part,any order for the purchase of Units and to change theamount of the concession or agency commission todealers and others from time to time.

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

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution” above, anysales charge discount provided to investors will be borneby the selling dealer or agent. In addition, the Sponsorwill realize a profit or loss as a result of the differencebetween the price paid for the Securities by the Sponsorand the cost of the Securities to the Portfolio on the InitialDate of Deposit as well as on subsequent deposits. See“Notes to Portfolio”. The Sponsor has not participated assole underwriter or as manager or as a member of the

underwriting syndicates or as an agent in a privateplacement for any of the Securities. The Sponsor mayrealize profit or loss as a result of fluctuations in themarket value of Units held by the Sponsor for sale to thepublic. In maintaining a secondary market, the Sponsorwill realize profits or losses in the amount of anydifference between the price at which Units arepurchased and the price at which Units are resold (whichprice includes the applicable sales charge) or from aredemption of repurchased Units at a price above orbelow the purchase price. Cash, if any, made available tothe Sponsor prior to the date of settlement for thepurchase of Units may be used in the Sponsor’s businessand may be deemed to be a benefit to the Sponsor,subject to the limitations of the Securities Exchange Actof 1934.

Affiliated companies of the Sponsor may receivelicense fees from certain funds in the Portfolio for use ofcertain trademarks, service marks or other propertyrelated to indices maintained by these companies. Thefunds are not sponsored, endorsed, sold or promoted bythese affiliates. These affiliates make no representation orwarranty, express or implied, to the owners of thesefunds or any member of the public regarding theadvisability of investing in funds or in these fundsparticularly or the ability of the indices to track generalstock market performance. The indices are determined,composed and calculated without regard to the issuer ofthese funds or their owners, including the Portfolio.

The Sponsor, an affiliate or their employees may havea long or short position in these Securities or relatedsecurities. An affiliate may act as a specialist or marketmaker for these Securities. An officer, director oremployee of the Sponsor or an affiliate may be anofficer or director for issuers of the Securities.

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at this priceat any time. In the event that a secondary market is notmaintained, a Unitholder will be able to dispose of Unitsby tendering them to the Trustee for redemption at the

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Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entiredeferred sales charge has been collected will beassessed the amount of any remaining deferred salescharge at the time of sale. The Trustee will notify theSponsor of any Units tendered for redemption. If theSponsor’s bid in the secondary market equals orexceeds the Redemption Price per Unit, it may purchasethe Units not later than the day on which Units wouldhave been redeemed by the Trustee. The Sponsor maysell repurchased Units at the secondary market PublicOffering Price per Unit.

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

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

Initial sales charge 0.00%Deferred sales charge 0.00______

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

Total sales charge 0.50%____________

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

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net ofexpenses, and any net proceeds from the sale ofSecurities received by the Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”. Inaddition, the Portfolio will generally make requireddistributions at the end of each year in order to satisfya requirement for qual i f icat ion as a “regulatedinvestment company” for federal tax purposes.Unitholders will also receive a final distribution ofdividends when their Portfolio terminates. A personbecomes a Unitholder of record on the date ofsettlement (generally three business days after Unitsare ordered). Unitholders may elect to receivedistributions in cash or to have distributions reinvestedinto additional Units.

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

Estimated Distributions. The estimated initialdistribution and estimated net annual income per Unit

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may be shown under “Essential Information.” Generally,the estimate of the income the Portfolio may receive isbased on the most recent ordinary quarterly dividendsdeclared by an issuer, the most recent interim and finaldividends declared for certain foreign issuers, orscheduled income payments (in all cases accounting forany applicable foreign withholding taxes). In certaincases, estimated net annual income may also be basedupon several recently declared dividends of a Security.The actual net annual distributions may decrease overtime because a portion of the Securities included in aPortfolio will be sold to pay for the organization costs,deferred sales charge and creation and developmentfee. Securities may also be sold to pay regular fees andexpenses during the Portfolio’s life. Dividend andincome conventions for certain companies and/orcertain countries differ from those typically used in theUnited States and in certain instances,dividends/income paid or declared over several years orother periods may be used to estimate annualdistributions. The actual net annual income distributionsyou receive will vary from the estimated amount due tochanges in the Portfolio’s fees and expenses, in actualincome received by the Portfolio, currency fluctuationsand with changes in the Portfol io such as theacquisition, call, maturity or sale of Securities. Due tothese and various other factors, actual income receivedby the Portfolio will most likely differ from the mostrecent dividends or scheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additionalUnits without a sales charge (to the extent Units maybe lawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers are set forthunder “Essential Information”. Brokers and dealers canuse the Dividend Reinvestment Service throughDepository Trust Company (“DTC”) or purchase aReinvest CUSIP, if available. To participate in thisreinvestment option, a Unitholder must file with theTrustee a written notice of election, together with anyother documentation that the Trustee may thenrequire, at least five days prior to the related RecordDate. A Unitholder’s election will apply to all Unitsowned by the Unitholder and will remain in effect until

changed by the Unitholder. The reinvestment option isnot offered during the 30 days prior to termination. IfUnits are unavai lable for re investment or th isreinvestment option is no longer available, distributionswill be paid in cash. Distributions will be taxable toUnitholders if paid in cash or automatically reinvestedin additional Units. See “Taxation”.

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

Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, theTrustee, for redemption at Unit Investment Trust Division,111 Sanders Creek Parkway, East Syracuse, New York13057, on any day the New York Stock Exchange isopen. At the present time there are no specific taxesrelated to the redemption of Units. No redemption fee willbe charged by the Sponsor or the Trustee, but you areresponsible for applicable governmental charges, if any.Units redeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending a requestfor redemption to your bank or broker-dealer throughwhich you hold your Units. No later than the seventh dayfollowing the tender, the Unitholder will be entitled toreceive in cash an amount for each Unit equal to theRedemption Price per Unit next computed on the date oftender. The “date of tender” is deemed to be the date onwhich Units are received by the Trustee, except that withrespect to Units received by the Trustee after theEvaluation Time or on a day which is not a Portfoliobusiness day, the date of tender is deemed to be thenext business day. Redemption requests received by theTrustee after the Evaluation Time, and redemptionrequests received by authorized financial professionalsafter the Evaluation Time or redemption requestsreceived by such persons that are not transmitted to the

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

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by your broker-dealer or selling agent) for redemption may request anin k ind d istr ibut ion of Secur i t ies equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionwithin thirty days of a Portfolio’s termination. ThePortfolio generally will not offer in kind distributions ofportfolio securities that are held in foreign markets. Anin kind distribution wil l be made by the Trusteethrough the distribution of each of the Securities inbook-entry form to the account of the Unitholder’sbroker-dealer at Depository Trust Company. Amountsrepresenting fractional shares will be distributed incash. The Trustee may adjust the number of shares ofany Secur i ty included in a Unitholder’s in k inddistribution to facil itate the distribution of wholeshares. The in k ind distr ibut ion opt ion may bemodified or discontinued at any time without notice.Notwithstanding the foregoing, if the Unitholderrequesting an in kind distribution is the Sponsor or anaffiliated person of the Portfolio, the Trustee maymake an in kind distr ibution to such Unitholderprovided that no one with a pecuniary incentive toinf luence the in kind distr ibution may inf luenceselection of the distributed securities, the distributionmust consist of a pro rata distribution of all portfoliosecurities (with limited exceptions) and the in kinddistribution may not favor such affiliated person to thedetriment of any other Unitholder.

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

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

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the pro ratashare of each Unit in the Portfolio determined on the basisof (i) the cash on hand in the Portfolio, (ii) the value of theSecurities in the Portfolio and (iii) dividends or otherincome distributions receivable on the Securities in thePortfolio trading ex-dividend as of the date ofcomputation, less (a) amounts representing taxes or othergovernmental charges payable out of the Portfolio, (b) theaccrued expenses of the Portfolio (including costsassociated with liquidating securities after the end of theinitial offering period) and (c) any unpaid deferred salescharge payments. During the initial offering period, theredemption price and the secondary market repurchaseprice will not be reduced by estimated organization costsor the creation and development fee. For these purposes,the Trustee will determine the value of the Securities asdescribed under “Public Offering--Unit Price.”

The right of redemption may be suspended andpayment postponed for any period during which theNew York Stock Exchange is closed, other than forcustomary weekend and holiday closings, or any periodduring which the Securities and Exchange Commission(“SEC”) determines that trading on that Exchange isrestricted or an emergency exists, as a result of whichdisposal or evaluation of the Securities is not reasonablypracticable, or for other periods as the SEC may permit.

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

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

If you elect to participate in a cash Rollover, yourUnits will be redeemed on the Mandatory Termination

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

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategy or objective as thecurrent Portfolio. We cannot guarantee that a Rollover willavoid any negative market price consequences resultingfrom trading large volumes of securities. Market pricetrends may make it advantageous to sell or buy securitiesmore quickly or more slowly than permitted by Portfolioprocedures. We may, in our sole discretion, modify aRollover or stop creating units of a trust at any timeregardless of whether all proceeds of Unitholders havebeen reinvested in a Rollover. If we decide not to offer asubsequent series, Unitholders will be notified prior to theMandatory Termination Date. Cash which has not beenreinvested in a Rollover will be distributed to Unitholdersshortly after the Mandatory Termination Date. Rolloverparticipants may receive taxable dividends or realizetaxable capital gains which are reinvested in connectionwith a Rollover but may not be entitled to a deduction forcapital losses due to the “wash sale” tax rules. Due to thereinvestment in a subsequent trust, no cash will bedistributed to pay any taxes. See “Taxation”.

Exchange Option. When you redeem Units of yourPortfolio or when your Portfolio terminates, you may beable to exchange your Units for units of other VanKampen unit trusts at a reduced sales charge. Youshould contact your financial professional for moreinformation about trusts currently available forexchanges. Before you exchange Units, you should readthe prospectus of the new trust carefully and understand

the risks and fees. You should then discuss this optionwith your financial professional to determine whetheryour investment goals have changed, whether currenttrusts suit you and to discuss tax consequences. Wemay discontinue this option at any time.

Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealer willbe recorded in book-entry form and credited to theaccount of your bank or broker-dealer at DTC. Units aretransferable by contacting your bank or broker-dealerthrough which you hold your Units. Transfer, and therequirements therefore, will be governed by the applicableprocedures of DTC and your agreement with the DTCparticipant in whose name your Units are registered onthe transfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends and other amounts received bya Portfolio for each distribution. Within a reasonabletime after the end of each year, each person who was aUnitholder during that year will receive a statementdescribing dividends and capital received, actualPortfolio distributions, Portfolio expenses, a list of theSecurities and other Portfolio information. Unitholdersmay obtain evaluations of the Securities upon requestto the Trustee. If you have questions regarding youraccount or your Portfolio, please contact your financialadvisor or the Trustee. The Sponsor does not haveaccess to individual account information.

PORTFOLIO ADMINISTRATION

Portfolio Administration. The Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfol io based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a merger

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or acquisition has been announced affecting a Security,the Trustee may either sell the Security or accept anoffer if the Supervisor determines that the sale orexchange is in the best interest of Unitholders. TheTrustee will distribute any cash proceeds to Unitholders.In addition, the Trustee may sell Securities to redeemUnits or pay Portfolio expenses or deferred salescharges. If securities or property are acquired by thePortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property fordeposit in the Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in thePortfolio to cover the purchase are reinvested insubstitute Securities in accordance with the TrustAgreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

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

The Trust Agreement requires the Trustee to vote allshares of the funds held in the Portfolio in the samemanner and ratio on all proposals as the owners of suchshares not held by the Portfolio. The Sponsor willinstruct the Trustee how to vote the stocks held in thePortfolio. The Trustee will vote the stocks in the samegeneral proportion as shares held by other shareholdersif the Sponsor fails to provide instructions.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. However, if the Trustee sells or redeems fundshares to redeem Units or to pay Portfolio expenses or

sales charges, the Trustee will do so, as nearly aspracticable, on a pro rata basis. In order to obtain thebest price for the Portfolio, it may be necessary for theSupervisor to specify minimum amounts in which blocksof Securities are to be sold. In effecting purchases andsales of portfolio securities, the Sponsor may direct thatorders be placed with and brokerage commissions bepaid to brokers, including brokers which may beaffiliated with the Portfolio, the Sponsor or dealersparticipating in the offering of Units.

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

Amendment of the Trust Agreement. TheTrustee and the Sponsor may amend the TrustAgreement without the consent of Unitholders to correctany provision which may be defective or to make otherprovisions that will not materially adversely affectUnitholders (as determined in good faith by the Sponsorand the Trustee). The Trust Agreement may not beamended to increase the number of Units or permitacquisition of securities in addition to or substitution forthe Securit ies (except as provided in the TrustAgreement). The Trustee will notify Unitholders of anyamendment.

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

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in the Portfolio. If the Portfolio is liquidated because ofthe redemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. Unitholderswill be notified of any termination and provide a formenabling qualified Unitholders to elect an in kinddistribution of Securities, provided that Unitholders maynot request an in kind distribution of Securities withinthirty days of the Portfolio’s termination. Any in kinddistribution of Securities will be made in the mannerand subject to the restrictions described under “Rightsof Unitholders--Redemption of Units”, provided that, inconnection with an in kind distribution election morethan 30 days prior to termination, Unitholders tendering1,000 or more Units of the Portfolio (or such higheramount as may be required by your broker-dealer orselling agent) may request an in kind distribution ofSecurities equal to the Redemption Price per Unit onthe date of tender. The Trustee may begin to sellSecurities in connection with a Portfolio terminationnine business days before, and no later than, theMandatory Termination Date. Approximately forty-fivedays before this date, the Trustee will notify Unitholdersof the termination. Unitholders will receive a final cashdistr ibut ion within a reasonable t ime after theMandatory Termination Date. All distributions will be netof Portfolio expenses and costs. Unitholders will receivea final distribution statement following termination. TheInformation Supplement contains further informationregarding termination of the Portfolio. See “AdditionalInformation”.

Limitations on Liabilities. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action ingood faith pursuant to the Trust Agreement, or for errorsin judgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligencein the case of the Trustee) in the performance of theirduties or by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is notliable for depreciation or loss incurred by reason of thesale by the Trustee of any of the Securities. In the eventof the failure of the Sponsor to act under the TrustAgreement, the Trustee may act thereunder and is not

liable for any action taken by it in good faith under theTrust Agreement. The Trustee is not liable for any taxesor other governmental charges imposed on theSecurities, on it as Trustee under the Trust Agreementor on the Portfolio which the Trustee may be required topay under any present or future law of the United Statesof America or of any other taxing authority havingjurisdiction. In addition, the Trust Agreement containsother customary provisions limiting the liability of theTrustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinationsby the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Van Kampen Funds Inc. is the Sponsor ofthe Portfolio. The Sponsor is a wholly owned subsidiaryof Van Kampen Investments Inc. (“Van KampenInvestments”). Van Kampen Investments is a diversifiedasset management company that administers more thanthree million retail investor accounts, has extensivecapabilities for managing institutional portfolios and hasmore than $99 billion under management or supervisionas of December 31, 2009. Van Kampen Investments isan indirect wholly owned subsidiary of Morgan Stanley &Co. Incorporated (“Morgan Stanley”), a preeminentglobal financial services firm that provides a wide rangeof investment banking, securit ies, investmentmanagement and wealth management services. OnOctober 19, 2009, Morgan Stanley announced that ithad reached a definitive agreement to sell its retail assetmanagement business to Invesco Ltd. The transaction(“Transaction”) includes a sale of the unit investment trustbusiness, including the Sponsor. The Transaction issubject to certain approvals and other conditions toclosing, and is currently expected to close in mid-2010.The Sponsor’s principal office is located at 522 FifthAvenue, New York, New York 10036. As of December31, 2009, the total stockholders’ equity of Van KampenFunds Inc. was $161,397,932 (unaudited).

The Sponsor and your Portfolio have adopted a codeof ethics requiring Van Kampen’s employees who haveaccess to information on Portfolio transactions to reportpersonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest and to

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prevent fraud, deception or misconduct with respect toyour Portfolio.

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may (i)appoint a successor Sponsor at rates of compensationdeemed by the Trustee to be reasonable and notexceeding amounts prescribed by the Securities andExchange Commission, ( i i ) terminate the TrustAgreement and liquidate the Portfolio as providedtherein or (i i i ) continue to act as Trustee withoutterminating the Trust Agreement.

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

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolio as of the date of this prospectus. Tax laws andinterpretations change frequently, and these summariesdo not describe all of the tax consequences to alltaxpayers. For example, these summaries generally donot describe your situation if you are a corporation, anon-U.S. person, a broker/dealer, a tax-exempt entity,

or other investor with special circumstances. In addition,this section does not describe your state, local orforeign tax consequences.

This federal income tax summary is based in part onthe advice of counsel to the Sponsor. The IRS coulddisagree with any conclusions set forth in this section. Inaddition, our counsel was not asked to review thefederal income tax treatment of the assets to bedeposited in the Portfolio.

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

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

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement that separates your Portfolio’s distributionsinto two categories, ordinary income distributions andcapital gains dividends. Ordinary income distributionsare generally taxed at your ordinary tax rate, however,as further discussed below, certain ordinary incomedistributions received from the Portfolio may be taxed atthe capital gains tax rates for taxable years beginningbefore January 1, 2011. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by the Portfol io from certaincorporations may be designated by the Portfolio asbeing eligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Generally, you will treat all capitalgains dividends as long-term capital gains regardless ofhow long you have owned your Units. In addition, thePortfolio may make distributions that represent a returnof capital for tax purposes and thus will generally not betaxable to you. The tax status of your distributions fromyour Portfolio is not affected by whether you reinvestyour distributions in additional Units or receive them incash. The income from your Portfolio that you must takeinto account for federal income tax purposes is not

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reduced by amounts used to pay a deferred salescharge, if any. The tax laws may require you to treatdistributions made to you in January as if you hadreceived them on December 31 of the previous year.

Sale or Redemption of Units. If you sell orredeem your Units, you will generally recognize a taxablegain or loss. To determine the amount of this gain orloss, you must subtract your adjusted tax basis in yourUnits from the amount you receive in the transaction.Your initial tax basis in your Units is generally equal to thecost of your Units, generally including sales charges. Insome cases, however, you may have to adjust your taxbasis after you purchase your Units.

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

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

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as the Portfolio may be taxedat the same rates that apply to net capital gain (asdiscussed above), provided certain holding periodrequirements are satisfied and provided the dividends areattributable to qualified dividend income received by thePortfolio itself. These special rules relating to the taxationof qualified dividend income from regulated investmentcompanies generally apply to taxable years beginningbefore January 1, 2011. The Portfolio will provide noticeto its Unitholders of the amount of any distribution whichmay be taken into account as qualified dividend incomewhich is eligible for the new capital gains tax rates.

In Kind Distributions. Under certain circumstances,as described in this prospectus, you may receive an inkind distribution of Portfolio Assets when you redeemyour Units. In general, this distribution will be treated asa sale for federal income tax purposes and you willrecognize gain or loss, based on the value at that timeof the securities and the amount of cash received. TheIRS could however assert that a loss could not becurrently deducted.

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

Deductibility of Portfolio Expenses. Generally,expenses incurred by your Portfolio will be deductedfrom the gross income received by your Portfolio andonly your share of the Portfolio’s net income will be paidto you and reported as taxable income to you. However,if the Units of your Portfolio are held by fewer than 500

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Unitholders at any time during a taxable year, yourPortfolio will generally not be able to deduct certainexpenses from income, thus resulting in your reportedshare of the Portfolio’s taxable income being increasedby your share of those expenses, even though you donot receive a corresponding cash distribution. In thiscase you may be able to take a deduction for theseexpenses; however, certain miscellaneous itemizeddeductions, such as investment expenses, may bededucted by individuals only to the extent that all ofthese deductions exceed 2% of the individual’s adjustedgross income.

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

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

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

PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowill generally accrue on a daily basis. Portfolio operating

fees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costsare generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“All Services Less Rent of Shelter” in the ConsumerPrice Index or, if this category is not published, in acomparable category.

Organization Costs. You and the other Unitholderswill bear all or a portion of the organization costs andcharges incurred in connection with the establishment ofyour Portfolio. These costs and charges will include thecost of the preparation, printing and execution of thetrust agreement, registration statement and otherdocuments relating to your Portfolio, federal and stateregistration fees and costs, the initial fees and expensesof the Trustee, and legal and auditing expenses. ThePublic Offering Price of Units includes the estimatedamount of these costs. The Trustee will deduct theseexpenses from your Portfolio’s assets at the end of theinitial offering period.

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

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “Fee

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Table” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest bearingto Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

Compensation of Sponsor and Supervisor. TheSponsor and the Supervisor, which is an affiliate of theSponsor, will receive the annual fee for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to all VanKampen unit investment trusts in any calendar yearexceed the aggregate cost of providing these servicesin that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a)normal expenses (including the cost of mailing reportsto Unitholders) incurred in connection with the operationof the Portfolio, (b) fees of the Trustee for extraordinaryservices, (c) expenses of the Trustee (including legal andauditing expenses) and of counsel designated by theSponsor, (d) various governmental charges, (e)expenses and costs of any action taken by the Trusteeto protect the Portfolio and the rights and interests ofUnitholders, (f) indemnification of the Trustee for anyloss, liability or expenses incurred in the administrationof the Portfolio without negligence, bad faith or wilfulmisconduct on its part, (g) foreign custodial andtransaction fees (which may include compensation paidto the Trustee or its subsidiaries or affiliates), (h) costsassociated with liquidating the securities held in thePortfolio, (i) any offering costs incurred after the end ofthe initial offering period and (j) expenditures incurred incontacting Unitholders upon termination of the Portfolio.The Portfolio may pay the expenses of updating itsregistration statement each year.

Fund Expenses. The Portfolio will also bear theexpenses of the underlying ETFs and closed-end funds.While the Portfolio will not pay these expenses directly

out of its assets, these expenses are shown in thePortfolio’s annual operating expenses in the “Fee Table”to illustrate the impact of these expenses.

OTHER MATTERS

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

Independent Registered Public AccountingFirm. The statement of condition and the relatedportfol io included in this prospectus have beenaudi ted by Grant Thornton LLP, independentregistered public accounting firm, as set forth in theirreport in this prospectus, and are included herein inreliance upon the authority of said firm as experts inaccounting and auditing.

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no. 811-2754). The Information Supplement, which has beenfiled with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolio. Information about your Portfolio(including the Information Supplement) can be reviewedand copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling 1-202-551-8090.Reports and other information about your Portfolio areavailable on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this informationmay be obtained, after paying a duplication fee, byelectronic request at the following e-mail address:publicinfo@sec.gov or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

TABLE OF CONTENTS

Title Page

Van Kampen Global Expansion Portfolio .............. 2Notes to Portfolio ................................................. 7Report of Independent Registered

Public Accounting Firm..................................... 8Statement of Condition ....................................... 9The Portfolio....................................................... A-1Objective and Securities Selection ..................... A-1Funds ................................................................ A-2Risk Factors....................................................... A-3Public Offering ................................................... A-7Retirement Accounts ......................................... A-13Fee Accounts .................................................... A-13Rights of Unitholders ......................................... A-13Portfolio Administration ...................................... A-16Taxation ............................................................. A-19Portfolio Operating Expenses ............................. A-21Other Matters .................................................... A-22Additional Information ........................................ A-22

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

The information in this prospectus is not complete withrespect to future Portfolio series and may be changed. Noperson may sell Units of future Portfolios until a registrationstatement is f i led with the Secur i t ies and ExchangeCommission and is effective. This prospectus is not an offer tosell Units and is not soliciting an offer to buy Units in any statewhere the offer or sale is not permitted.

EMSPRO963

PROSPECTUS

March 17, 2010

Van Kampen Global ExpansionPortfolio, Series 1

Van Kampen Funds Inc.

Please retain this prospectus for future reference.

Van Kampen Investments

Information Supplement

Van Kampen Unit Trusts, Series 963

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

Table of ContentsPage

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

Van Kampen Investments

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RISK FACTORSThe securities in the Portfolio represent shares of

exchange-traded funds (“ETFs”) and closed-endinvestment companies (“closed-end funds”). As such,an investment in Units of the Portfolio should be madewith an understanding of the risks of investing in thesetypes of securities.

Closed-End Funds. Closed-end funds’ portfolios aremanaged and their shares are generally listed on asecurities exchange. The net asset value of closed-endfund shares will fluctuate with changes in the value of theunderlying securities that the closed-end fund owns. Inaddition, for various reasons closed-end fund sharesfrequently trade at a discount from their net asset value inthe secondary market. The amount of such discount fromnet asset value is subject to change from time to time inresponse to various factors. Closed-end funds’ articles ofincorporation may contain certain anti-takeover provisionsthat may have the effect of inhibiting a fund’s possibleconversion to open-end status and limiting the ability ofother persons to acquire control of a fund. In certaincircumstances, these provisions might also inhibit theability of stockholders (including the Portfolio) to sell theirshares at a premium over prevailing market prices. Thischaracteristic is a risk separate and distinct from the riskthat a fund’s net asset value will decrease. In particular,this characteristic would increase the loss or reduce thereturn on the sale of those closed-end fund shares thatwere purchased by the Portfolio at a premium. In theunlikely event that a closed-end fund converts to open-end status at a time when its shares are trading at apremium there would be an immediate loss in value to thePortfolio since shares of open-end funds trade at netasset value. Certain closed-end funds may have in placeor may put in place in the future plans pursuant to whichthe fund may repurchase its own shares in themarketplace. Typically, these plans are put in place in anattempt by a fund’s board of directors to reduce adiscount on its share price. To the extent that such a planis implemented and shares owned by the Portfolio arerepurchased by a fund, the Portfolio’s position in that fundwill be reduced and the cash will be distributed.

The Portfolio is prohibited from subscribing to a rightsoffering for shares of any of the closed-end funds in

which it invests. In the event of a rights offering foradditional shares of a fund, Unitholders should expectthat the Portfolio will, at the completion of the offer, owna smaller proportional interest in such fund that wouldotherwise be the case. It is not possible to determine theextent of this dilution in share ownership withoutknowing what proportion of the shares in a rightsoffering will be subscribed. This may be particularlyserious when the subscription price per share for theoffer is less than the fund’s net asset value per share.Assuming that all rights are exercised and there is nochange in the net asset value per share, the aggregatenet asset value of each shareholder’s shares of commonstock should decrease as a result of the offer. If a fund’ssubscription price per share is below that fund’s netasset value per share at the expiration of the offer,shareholders would experience an immediate dilution ofthe aggregate net asset value of their shares of commonstock as a result of the offer, which could be substantial.

Closed-end funds may use leveraging in theirportfolios. Leveraging can be expected to causeincreased price volatility for those fund’s shares, and asa result, increased volatility for the price of the Units ofthe Portfolio. There can be no assurance that aleveraging strategy will be successful during any periodin which it is employed.

Exchange-Traded Funds. Shares of ETFs maytrade at a discount from their net asset value in thesecondary market. This risk is separate and distinct fromthe risk that the net asset value of fund shares maydecrease. The amount of such discount from net assetvalue is subject to change from time to time in responseto various factors. ETFs are subject to various risks,including management’s ability to meet the fund’sinvestment objective, and to manage the fund portfoliowhen the underlying securities are redeemed or sold,during periods of market turmoil and as investors’perceptions regarding funds or their underlyinginvestments change. The Portfolio and the underlyingETFs have operating expenses. You will bear not onlyyour share of the Portfolio’s expenses, but also theexpenses of the underlying funds. By investing in otherfunds, the Portfolio incurs greater expenses than youwould incur if you invested directly in such funds.

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

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

Municipal Bonds. Certain funds in the Portfoliomay invest in the types of bonds described below.Accordingly, an investment in the Portfolio should be

made with an understanding of the characteristics ofand risks associated with such bonds.

Certain of the bonds in a fund may be generalobligations of a governmental entity that are backed bythe taxing power of such entity. Other bonds arerevenue bonds payable from the income of a specificproject or authority and are not supported by theissuer’s power to levy taxes. General obligation bondsare secured by the issuer’s pledge of its faith, credit andtaxing power for the payment of principal and interest.Revenue bonds, on the other hand, are payable onlyfrom the revenues derived from a particular facility orclass of facilities or, in some cases, from the proceedsof a special excise tax or other specific revenue source.There are, of course, variations in the security of thedifferent bonds in a fund, both within a particularclassification and between classifications, depending onnumerous factors.

Certain of the bonds in a fund may be obligationswhich derive their payments from mortgage loans. Certainof such housing bonds may be FHA insured or may besingle family mortgage revenue bonds issued for thepurpose of acquiring from originating financial institutionsnotes secured by mortgages on residences located withinthe issuer’s boundaries and owned by persons of low ormoderate income. Mortgage loans are generally partiallyor completely prepaid prior to their final maturities as aresult of events such as sale of the mortgaged premises,default, condemnation or casualty loss. Because thesebonds are subject to extraordinary mandatory redemptionin whole or in part from such prepayments of mortgageloans, a substantial portion of such bonds will probably beredeemed prior to their scheduled maturities or even priorto their ordinary call dates. Extraordinary mandatoryredemption without premium could also result from thefailure of the originating financial institutions to makemortgage loans in sufficient amounts within a specifiedtime period. Additionally, unusually high rates of default onthe underlying mortgage loans may reduce revenuesavailable for the payment of principal of or interest on suchmortgage revenue bonds. In each case the issuer of thebonds has covenanted to comply with applicablerequirements and bond counsel to such issuer has issuedan opinion that the interest on the bonds is exempt from

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Federal income tax under existing laws and regulations.Certain issuers of housing bonds have considered variousways to redeem bonds they have issued prior to thestated first redemption dates for such bonds.

Certain of the bonds in a fund may be health carerevenue bonds. Ratings of bonds issued for health carefacilities are often based on feasibility studies thatcontain projections of occupancy levels, revenues andexpenses. A facility’s gross receipts and net incomeavailable for debt service may be affected by futureevents and conditions including, among other things,demand for services and the ability of the facility toprovide the services required, physicians’ confidence inthe facility, management capabilities, competition withother health care facilities, efforts by insurers andgovernmental agencies to l imit rates, legislationestablishing state rate-setting agencies, expenses, thecost and possible unavai labi l i ty of malpracticeinsurance, the funding of Medicare, Medicaid and othersimilar third party pay or programs, governmentregulat ion and the termination or restr ict ion ofgovernmental financial assistance, including thatassociated with Medicare, Medicaid and other similarthird party pay or programs.

Certain of the bonds in a fund may be obligations ofpublic utility issuers, including those selling wholesaleand retail electric power and gas. General problems ofsuch issuers would include the difficulty in financinglarge construction programs in an inflationary period,the limitations on operations and increased costs anddelays attributable to environmental considerations, thedifficulty of the capital market in absorbing utility debt,the difficulty in obtaining fuel at reasonable prices andthe effect of energy conservation. In addition, Federal,state and municipal governmental authorities may fromtime to time review existing, and impose additional,regulations governing the licensing, construction andoperation of nuclear power plants, which may adverselyaffect the ability of the issuers of certain of the bonds ina fund to make payments of principal and/or interest onsuch bonds.

Certain of the bonds in a fund may be obligations ofissuers whose revenues are derived from the sale ofwater and/or sewerage services. Such bonds are

generally payable from user fees. The problems of suchissuers include the ability to obtain timely and adequaterate increases, population decline resulting in decreaseduser fees, the difficulty of financing large constructionprograms, the limitations on operations and increasedcosts and delays attr ibutable to environmentalconsiderations, the increasing difficulty of obtaining ordiscovering new supplies of fresh water, the effect ofconservation programs and the impact of “no-growth”zoning ordinances.

Certain of the bonds in a fund may be industrialrevenue bonds (“IRBs”). IRBs have generally beenissued under bond resolutions pursuant to which therevenues and receipts payable under the arrangementswith the operator of a particular project have beenassigned and pledged to purchasers. In some cases, amortgage on the underlying project may have beengranted as security for the IRBs. Regardless of thestructure, payment of IRBs is solely dependent uponthe creditworthiness of the corporate operator of theproject or corporate guarantor. Corporate operators orguarantors may be affected by many factors which mayhave an adverse impact on the credit quality of theparticular company or industry. These include cyclicalityof revenues and earnings, regulatory and environmentalrestrictions, litigation resulting from accidents orenvironmentally-caused illnesses, extensive competitionand financial deterioration resulting from a corporaterestructuring pursuant to a leveraged buy-out, takeoveror otherwise. Such a restructuring may result in theoperator of a project becoming highly leveraged whichmay impact on such operator’s creditworthiness whichin turn would have an adverse impact on the ratingand/or market value of such bonds. Further, thepossibility of such a restructuring may have an adverseimpact on the market for and consequently the value ofsuch bonds, even though no actual takeover or otheraction is ever contemplated or effected.

Certain of the bonds in a fund may be obligationsthat are secured by lease payments of a governmentalentity (hereinafter called “lease obligations”). Leaseobligations are often in the form of certificates ofparticipation. Although the lease obligations do notconstitute general obligations of the municipality for

4

which the municipality’s taxing power is pledged, alease obligation is ordinarily backed by the municipality’scovenant to appropriate for and make the paymentsdue under the lease obligation. However, certain leaseobligations contain “non-appropriation” clauses whichprovide that the municipality has no obligation to makelease payments in future years unless money isappropriated for such purpose on a yearly basis. Agovernmental entity that enters into such a leaseagreement cannot obligate future governments toappropriate for and make lease payments butcovenants to take such action as is necessary toinclude any lease payments due in its budgets and tomake the appropriations therefor. A governmentalentity’s failure to appropriate for and to make paymentsunder its lease obligation could result in insufficientfunds available for payment of the obligations securedthereby. Although “non-appropriation” lease obligationsare secured by the leased property, disposition of theproperty in the event of foreclosure might prove difficult.

Certain of the bonds in a fund may be obligations ofissuers which are, or which govern the operation of,schools, colleges and universities and whose revenuesare derived mainly from ad valorem taxes or for highereducation systems, from tuition, dormitory revenues,grants and endowments. General problems relating toschool bonds include litigation contesting the stateconstitutionality of financing public education in partfrom ad valorem taxes, thereby creating a disparity ineducational funds available to schools in wealthy areasand schools in poor areas. Litigation or legislation onthis issue may affect the sources of funds available forthe payment of school bonds. General problemsrelating to college and university obligations include theprospect of a declining percentage of the populationconsisting of “college” age individuals, possible inabilityto raise tuitions and fees sufficiently to cover increasedoperating costs, the uncertainty of continued receipt ofFederal grants and state funding, and governmentlegislation or regulations which may adversely affect therevenues or costs of such issuers.

Certain of the bonds in a fund may be obligationswhich are payable from and secured by revenuesderived from the ownership and operation of facilities

such as airports, bridges, turnpikes, port authorities,convention centers and arenas. The major portion of anairport’s gross operating income is generally derivedfrom fees received from signatory airlines pursuant touse agreements which consist of annual payments forleases, occupancy of certain terminal space and servicefees. Airport operating income may therefore be affectedby the ability of the airlines to meet their obligationsunder the use agreements. From time to time the airtransport industry has experienced significant variationsin earnings and traffic, due to increased competition,excess capacity, increased costs, deregulation, trafficconstraints and other factors, and several airlines haveexperienced severe financial difficulties. Similarly,payment on bonds related to other faci l i t ies isdependent on revenues from the projects, such as userfees from ports, tolls on turnpikes and bridges and rentsfrom buildings. Therefore, payment may be adverselyaffected by reduction in revenues due to such factors asincreased cost of maintenance, decreased use of afacility, lower cost of alternative modes of transportation,scarcity of fuel and reduction or loss of rents.

Certain of the bonds in a fund may be obligationswhich are payable from and secured by revenuesderived from the operation of resource recoveryfacilities. Resource recovery facilities are designed toprocess solid waste, generate steam and convertsteam to electricity. Resource recovery bonds may besubject to extraordinary optional redemption at parupon the occurrence of certain circumstances,including but not l imited to: destruction orcondemnation of a project; contracts relating to aproject becoming void, unenforceable or impossible toperform; changes in the economic availability of rawmaterials, operating supplies or facilities necessary forthe operation of a project or technological or otherunavoidable changes adversely affecting the operationof a project; and administrative or judicial actions whichrender contracts relat ing to the projects void,unenforceable or impossible to perform or imposeunreasonable burdens or excessive liabilities. TheSponsor cannot predict the causes or likelihood of theredemption of resource recovery bonds prior to thestated maturity of the bonds.

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Certain of the bonds in a fund may be subject toredemption prior to their stated maturity date pursuantto sinking fund provisions, cal l provisions orextraordinary optional or mandatory redemptionprovisions or otherwise. A sinking fund is a reserve fundaccumulated over a period of time for retirement ofdebt. A callable debt obligation is one which is subjectto redemption or refunding prior to maturity at theoption of the issuer. A refunding is a method by which adebt obligation is redeemed, at or before maturity, bythe proceeds of a new debt obligation. In general, callprovisions are more likely to be exercised when theoffering side valuation is at a premium over par thanwhen it is at a discount from par. The exercise ofredemption or cal l provisions wil l result in thedistribution of principal and may result in a reduction inthe amount of subsequent interest distributions.Extraordinary optional redemptions and mandatoryredemptions result from the happening of certainevents. General ly, events that may permit theextraordinary optional redemption of bonds or mayrequire the mandatory redemption of bonds include,among others: a final determination that the interest onthe bonds is taxable; the substantial damage ordestruction by fire or other casualty of the project forwhich the proceeds of the bonds were used; anexercise by a local, state or Federal governmental unitof i ts power of eminent domain to take al l orsubstantially all of the project for which the proceeds ofthe bonds were used; changes in the economicavailability of raw materials, operating supplies orfacilities or technological or other changes which renderthe operation of the project for which the proceeds ofthe bonds were used uneconomic; changes in law oran administrative or judicial decree which renders theperformance of the agreement under which theproceeds of the bonds were made available to financethe project impossible or which creates unreasonableburdens or which imposes excessive liabilities, such astaxes, not imposed on the date the bonds are issuedon the issuer of the bonds or the user of the proceedsof the bonds; an administrative or judicial decree whichrequires the cessation of a substantial part of theoperations of the project financed with the proceeds ofthe bonds; an overestimate of the costs of the project

to be financed with the proceeds of the bonds resultingin excess proceeds of the bonds which may be appliedto redeem bonds; or an underestimate of a source offunds securing the bonds resulting in excess fundswhich may be applied to redeem bonds. The issuer ofcertain bonds in a fund may have sold or reserved theright to sell, upon the satisfaction of certain conditions,to third parties all or any portion of its rights to callbonds in accordance with the stated redemptionprovisions of such bonds. In such a case the issuer nolonger has the right to call the bonds for redemptionunless it reacquires the rights from such third party. Athird party pursuant to these rights may exercise theredemption provisions with respect to a bond at a timewhen the issuer of the bond might not have called abond for redemption had it not sold such rights. No onecan predict all of the circumstances which may result insuch redemption of an issue of bonds. See also thediscussion of single family mortgage and multi-familyrevenue bonds above for more information on the callprovisions of such bonds.

Foreign Issuers. Since certain of the underlyingsecurities held by certain of the funds in the Portfolio areissued by foreign companies, an investment in thePortfolio involves certain investment risks that aredifferent in some respects from an investment in aPortfolio which invests entirely in the securities ofdomestic issuers. These investment risks include futurepolitical or governmental restrictions which mightadversely affect the payment or receipt of payment ofdividends on the relevant securities, the possibility thatthe financial condition of the issuers of the securitiesmay become impaired or that the general condition ofthe relevant stock market may worsen (both of whichwould contribute directly to a decrease in the value ofthe securities and thus in the value of the Units), thelimited liquidity and relatively small market capitalizationof the relevant securities market, expropriation orconfiscatory taxation, economic uncertainties andforeign currency devaluations and fluctuations. Inaddition, for foreign issuers that are not subject to thereporting requirements of the Securities Exchange Actof 1934, there may be less publicly available informationthan is available from a domestic issuer. In addition,

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foreign issuers are not necessarily subject to uniformaccounting, auditing and financial reporting standards,practices and requirements comparable to thoseapplicable to domestic issuers. The securities of manyforeign issuers are less liquid and their prices morevolatile than securities of comparable domestic issuers.In addition, fixed brokerage commissions and othertransaction costs in foreign securities markets aregenerally higher than in the United States and there isgenerally less government supervision and regulation ofexchanges, brokers and issuers in foreign countriesthan there is in the United States.

Securities issued by non-U.S. issuers generally payincome in foreign currencies and principally trade inforeign currencies. Therefore, there is a risk that theU.S. dollar value of these securities will vary withfluctuations in the U.S. dollar foreign exchange rates forthe various securities.

There can be no assurance that exchange controlregulations might not be adopted in the future whichmight adversely affect payment to the fund or thePortfolio. The adoption of exchange control regulationsand other legal restrictions could have an adverseimpact on the marketability of international securities inthe Portfolio. In addition, restrictions on the settlementof transactions on either the purchase or sale side, orboth, could cause delays or increase the costsassociated with the purchase and sale of the foreignSecurities and correspondingly could affect the price ofthe Units.

Investors should be aware that it may not bepossible to buy all securities at the same time becauseof the unavailability of any security, and restrictionsrelating to the purchase of a security by reason of thefederal securities laws or otherwise.

Foreign securities generally have not been registeredunder the Securities Act of 1933 and may not beexempt from the registration requirements of such Act.Sales of non-exempt securities by a fund in the UnitedStates securit ies markets are subject to severerestrictions and may not be practicable. Accordingly,sales of these securities by a fund will generally beeffected only in foreign securities markets. Investors

should realize that the securities in the fund might betraded in foreign countries where the securities marketsare not as developed or efficient and may not be asliquid as those in the United States. The value of thesecurities will be adversely affected if trading marketsfor the securities are limited or absent.

Foreign Currencies. The Portfolio may alsoinvolve the risk that fluctuations in exchange ratesbetween the U.S. dollar and foreign currencies maynegatively affect the value of the stocks in certain fundsin the Portfolio. For example, if a foreign stock rose10% in price but the U.S. dollar gained 5% against therelated foreign currency, a U.S. investor’s return wouldbe reduced to about 5%. This is because the foreigncurrency would “buy” fewer dollars or, conversely, adollar would buy more of the foreign currency. Manyforeign currencies have fluctuated widely against theU.S. dollar for a variety of reasons such as supply anddemand of the currency, investor perceptions of worldor country economies, political instability, currencyspeculation by institutional investors, changes ingovernment policies, buying and selling of currenciesby central banks of countries, trade balances andchanges in interest rates. The Portfolio’s foreigncurrency transactions will be conducted with foreignexchange dealers acting as principals on a spot (i.e.,cash) buying basis. These dealers realize a profit basedon the difference between the price at which they buythe currency (bid price) and the price at which they sellthe currency (offer price). The Trustee will estimate thecurrency exchange rates based on current activity inthe related currency exchange markets, however, dueto the volatility of the markets and other factors, theestimated rates may not be indicative of the rate thePortfol io might obtain had the Trustee sold thecurrency in the market at that time.

High-Yield Securities. An investment in Units ofthe Portfolio should be made with an understanding ofthe risks that an investment in “high-yield, high-risk” debtobligations or “junk” obligations may entail, includingincreased credit risks and the risk that the value of theUnits will decline, and may decline precipitously, withincreases in interest rates. In recent years there havebeen wide fluctuations in interest rates and thus in the

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value of debt obligations generally. Certain of thesecurities included in the funds in the Portfolio may besubject to greater market fluctuations and risk of loss ofincome and principal than are investments in lower-yielding, higher-rated securities, and their value maydecline precipitously because of increases in interestrates, not only because the increases in rates generallydecrease values, but also because increased rates mayindicate a slowdown in the economy and a decrease inthe value of assets generally that may adversely affectthe credit of issuers of high-yield, high-risk securitiesresulting in a higher incidence of defaults amonghigh-yield, high-risk securities. A slowdown in theeconomy, or a development adversely affecting anissuer’s creditworthiness, may result in the issuer beingunable to maintain earnings or sell assets at the rate andat the prices, respectively, that are required to producesufficient cash flow to meet its interest and principalrequirements. For an issuer that has outstanding bothsenior commercial bank debt and subordinated high-yield, high-risk securities, an increase in interest rates willincrease that issuer’s interest expense insofar as theinterest rate on the bank debt is fluctuating. However,many leveraged issuers enter into interest rate protectionagreements to fix or cap the interest rate on a largeportion of their bank debt. This reduces exposure toincreasing rates, but reduces the benefit to the issuer ofdeclining rates. The sponsor cannot predict futureeconomic policies or their consequences or, therefore,the course or extent of any similar market fluctuations inthe future.

“High-yield” or “junk” securities, the generic namesfor securities rated below BBB by Standard & Poor’s, orbelow Baa by Moody’s, are frequently issued bycorporations in the growth stage of their development,by establ ished companies whose operations orindustries are depressed or by highly leveragedcompanies purchased in leveraged buyout transactions.The market for high-yield securities is very specializedand investors in it have been predominantly financialinstitutions. High-yield securities are generally not listedon a national securities exchange. Trading of high-yieldsecurit ies, therefore, takes place primari ly inover-the-counter markets that consist of groups of

dealer firms that are typically major securities firms.Because the high-yield security market is a dealermarket, rather than an auction market, no singleobtainable price for a given security prevails at anygiven time. Prices are determined by negotiationbetween traders. The existence of a liquid tradingmarket for the securities may depend on whetherdealers will make a market in the securities. There canbe no assurance that a market will be made for any ofthe securities, that any market for the securities will bemaintained or of the liquidity of the securities in anymarkets made. Not all dealers maintain markets in allhigh-yield securities. Therefore, since there are fewertraders in these securities than there are in “investmentgrade” securities, the bid-offer spread is usually greaterfor high-yield securities than it is for investment gradesecurities. The price at which the securities may be soldand the value of the Portfolio will be adversely affected iftrading markets for the securities are limited or absent.If the rate of redemptions is great, the value of thePortfolio may decline to a level that requires liquidation.

Lower-rated securities tend to offer higher yieldsthan higher-rated securities with the same maturitiesbecause the creditworthiness of the issuers oflower-rated securities may not be as strong as that ofother issuers. Moreover, i f a secur i ty isrecharacterized as equity by the Internal RevenueService (“IRS”) for federal income tax purposes, theissuer’s interest deduction with respect to the securitywi l l be d isa l lowed and th is d isa l lowance mayadversely affect the issuer’s credit rating. Becauseinvestors generally perceive that there are greaterrisks associated with the lower-rated securities in thefunds in the Portfolio, the yields and prices of thesesecurities tend to fluctuate more than higher- ratedsecurities with changes in the perceived quality of thecredit of their issuers. In addition, the market value ofhigh-yield, high-risk securities may fluctuate morethan the market value of higher-rated securities sincethese securities tend to reflect short-term creditdevelopment to a greater extent than higher-ratedsecurities. Lower-rated securities generally involvegreater risks of loss of income and principal thanhigher-rated secur i t ies. Issuers of lower-rated

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securit ies may possess fewer creditworthinesscharacteristics than issuers of higher-rated securitiesand, especia l ly in the case of issuers whoseobligations or credit standing have recently beendowngraded, may be subject to c la ims bydebtholders, owners of property leased to the issueror others which, if sustained, would make it moredi ff icu l t for the issuers to meet the i r paymentobligations. High-yield, high-risk securities are alsoaffected by variables such as interest rates, inflationrates and real growth in the economy. Therefore,investors should consider carefully the relative risksassociated with investment in securities that carrylower ratings.

The value of the shares of the funds reflects thevalue of the portfolio securities, including the value (ifany) of securities in default. Should the issuer of anysecurity default in the payment of principal or interest,the funds in the Port fo l io may incur addit ionalexpenses seeking payment on the defaulted security.Because amounts (if any) recovered by the funds inpayment under the defaulted security may not bereflected in the value of the fund shares until actuallyreceived by the funds, and depending upon when aUnitholder purchases or sells his or her Units, it ispossible that a Unitholder would bear a portion of thecost of recovery without receiving any portion of thepayment recovered.

High-yie ld, high-r isk secur i t ies are general lysubordinated obligations. The payment of principal(and premium, if any), interest and sinking fundrequirements with respect to subordinated obligationsof an issuer is subordinated in right of payment to thepayment of senior obligations of the issuer. Seniorobl igat ions genera l ly inc lude most, i f not a l l ,significant debt obligations of an issuer, whetherexisting at the time of issuance of subordinated debtor created thereafter. Upon any distribution of theassets of an issuer with subordinated obligationsupon dissolut ion, total or part ia l l iquidat ion orreorganization of or similar proceeding relating to theissuer, the holders of senior indebtedness will beentitled to receive payment in full before holders ofsubordinated indebtedness will be entitled to receive

any payment. Moreover, generally no payment withrespect to subordinated indebtedness may be madewhile there exists a default with respect to any seniorindebtedness. Thus, in the event of insolvency,holders of senior indebtedness of an issuer generallywi l l recover more, ratably, than holders ofsubordinated indebtedness of that issuer.

Obligations that are rated lower than “BBB” byStandard & Poor’s, or “Baa” by Moody’s, respectively,should be considered speculative as such ratingsindicate a quality of less than investment grade.Investors should carefully review the objective of thePortfolio and consider their ability to assume the risksinvolved before making an investment in the Portfolio.

Discount Securities. Certain of the securities heldby the funds in the Portfolio may have been acquired at amarket discount from par value at maturity. The couponinterest rates on the discount securities at the time theywere purchased and deposited in the funds were lowerthan the current market interest rates for newly issuedsecurities of comparable rating and type. If such interestrates for newly issued comparable securities increase, themarket discount of previously issued securities willbecome greater, and if such interest rates for newly issuedcomparable securities decline, the market discount ofpreviously issued securities will be reduced, other thingsbeing equal. Investors should also note that the value ofsecurities purchased at a market discount will increase invalue faster than securities purchased at a marketpremium if interest rates decrease. Conversely, if interestrates increase, the value of securities purchased at amarket discount will decrease faster than securitiespurchased at a market premium. In addition, if interestrates rise, the prepayment risk of higher yielding, premiumsecurities and the prepayment benefit for lower yielding,discount securities will be reduced. Market discountattributable to interest changes does not indicate a lack ofmarket confidence in the issue.

Premium Securities. Certain of the securities heldby the funds in the Portfolio may have been acquired ata market premium from par value at maturity. Thecoupon interest rates on the premium securities at thetime they were purchased by the fund were higher thanthe current market interest rates for newly issued

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securities of comparable rating and type. If such interestrates for newly issued and otherwise comparablesecurities decrease, the market premium of previouslyissued securities will be increased, and if such interestrates for newly issued comparable securities increase,the market premium of previously issued securities willbe reduced, other things being equal. The currentreturns of securities trading at a market premium areinitially higher than the current returns of comparablesecurities of a similar type issued at currently prevailinginterest rates because premium securities tend todecrease in market value as they approach maturitywhen the face amount becomes payable. Because partof the purchase price is thus returned not at maturity butthrough current income payments, early redemption of apremium security at par or early prepayments ofprincipal will result in a reduction in yield. Redemptionpursuant to call provisions generally will, and redemptionpursuant to sinking fund provisions may, occur at timeswhen the redeemed securities have an offering sidevaluation which represents a premium over par or fororiginal issue discount securities a premium over theaccreted value.

Liquidity. Whether or not the securities in thePortfolio are listed on an exchange, the securities maydelist from the exchange or principally trade in an over-the-counter market. As a result, the existence of a liquidtrading market could depend on whether dealers willmake a market in the securities. We cannot guaranteethat dealers will maintain a market or that any marketwill be liquid. The value of the securities could fall iftrading markets are limited or absent.

Additional Units. The Sponsor may createadditional Units of the Portfolio by depositing into thePortfolio additional securities or cash with instructionsto purchase additional securities. A deposit could resultin a dilution of your investment and anticipated incomebecause of fluctuations in the price of the securitiesbetween the time of the deposit and the purchase ofthe securities and because the Portfolio will paybrokerage fees.

Voting. Only the Trustee may sell or vote thesecurities in the Portfolio. While you may sell or redeemyour Units, you may not sell or vote the securities in your

Portfolio. The Trustee will vote the underlying funds inthe same general proportion as shares held by othershareholders.

SPONSOR INFORMATIONVan Kampen Funds Inc. is the Sponsor of the

Portfolio. The Sponsor is a wholly owned subsidiary ofVan Kampen Investments Inc. (“Van KampenInvestments”). Van Kampen Investments is a diversifiedasset management company that administers morethan three million retail investor accounts, has extensivecapabilities for managing institutional portfolios and hasmore than $99 billion under management or supervisionas of December 31, 2009. Van Kampen Investments isan indirect wholly owned subsidiary of Morgan Stanley& Co. Incorporated (“Morgan Stanley”), a preeminentglobal financial services firm that provides a wide rangeof investment banking, securit ies, investmentmanagement and wealth management services. OnOctober 19, 2009, Morgan Stanley announced that ithad reached a definitive agreement to sell its retail assetmanagement business to Invesco Ltd. The transaction(“Transaction”) includes a sale of the unit investmenttrust business, including the Sponsor. The Transactionis subject to certain approvals and other conditions toclosing, and is currently expected to close in mid-2010.The Sponsor’s principal office is located at 522 FifthAvenue, New York, New York 10036. As of December31, 2009, the total stockholders’ equity of Van KampenFunds Inc. was $161,397,932 (unaudited). (Thisparagraph relates only to the Sponsor and not to thePortfolio or to any other Series thereof. The informationis included herein only for the purpose of informinginvestors as to the financial responsibility of the Sponsorand its ability to carry out its contractual obligations.More detailed financial information wil l be madeavailable by the Sponsor upon request).

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

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If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may (i)appoint a successor Sponsor at rates of compensationdeemed by the Trustee to be reasonable and notexceeding amounts prescribed by the Securities andExchange Commission, ( i i ) terminate the TrustAgreement and liquidate the Portfolio as providedtherein or (i i i ) continue to act as Trustee withoutterminating the Trust Agreement.

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

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

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

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

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of its

responsibilities created by the Trust Agreement byexecuting an instrument in writing and filing the samewith the Sponsor. The Trustee or successor trustee mustmail a copy of the notice of resignation to all Unitholdersthen of record, not less than 60 days before the datespecified in such notice when such resignation is to takeeffect. The Sponsor upon receiving notice of suchresignation is obligated to appoint a successor trusteepromptly. If, upon such resignation, no successor trusteehas been appointed and has accepted the appointmentwithin 30 days after notification, the retiring Trustee mayapply to a court of competent jurisdiction for theappointment of a successor. The Sponsor may removethe Trustee and appoint a successor trustee as providedin the Trust Agreement at any time with or without cause.Notice of such removal and appointment shall be mailedto each Unitholder by the Sponsor. Upon execution of awritten acceptance of such appointment by suchsuccessor trustee, all the rights, powers, duties andobligations of the original trustee shall vest in thesuccessor. The resignation or removal of a Trusteebecomes 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 mergedor with which it may be consol idated, or anycorporation resulting from any merger or consolidationto which a Trustee shall be a party, shall be thesuccessor trustee. The Trustee must be a bankingcorporation organized under the laws of the UnitedStates or any state and having at all times an aggregatecapital, surplus and undivided profits of not less than$5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

federal income tax issues concerning the Portfolio andthe purchase, ownership and disposition of PortfolioUnits. The discussion below supplements theprospectus discussion and is qualified in its entirety bythe prospectus discussion. Prospective investorsshould consult their own tax advisors with regard to thefederal tax consequences of the purchase, ownership,or disposition of Portfolio Units, as well as the tax

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consequences arising under the laws of any state,locality, non-U.S. country, or other taxing jurisdiction.

The federal income tax summary below and in theprospectus is based in part on the advice of counsel tothe Portfol io. The IRS could disagree with anyconclusions set forth in these discussions. In addition,our counsel was not asked to review, and has notreached a conclusion with respect to the federal incometax treatment of the assets to be held by the Portfolio.

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

To qualify for the favorable U.S. federal income taxtreatment generally accorded to regulated investmentcompanies, the Portfolio must, among other things, (a)derive in each taxable year at least 90% of its grossincome from dividends, interest, payments with respectto securities loans and gains from the sale or otherdisposition of stock, securities or foreign currencies orother income derived with respect to its business ofinvesting in such stock, securities or currencies, and netincome from qualified publicly traded partnerships; (b)diversify its holdings so that, at the end of each quarterof the taxable year, (i) at least 50% of the market value ofthe Portfolio’s assets is represented by cash and cashitems (including receivables), U.S. government securities,the securities of other regulated investment companiesand other securities, with such other securities of anyone issuer generally limited for the purposes of thiscalculation to an amount not greater than 5% of thevalue of the Portfolio’s total assets and not greater than10% of the outstanding voting securities of such issuer,and (ii) not more than 25% of the value of its total assetsis invested in the securities (other than U.S. governmentsecurities or the securities of other regulated investmentcompanies) of any one issuer, or two or more issuerswhich the Portfolio controls (by owning 20% or more ofthe issuer’s outstanding voting securities) and which areengaged in the same, similar or related trades orbusinesses, or the securities of qualified publicly tradedpartnerships; and (c) distribute at least 90% of its

investment company taxable income (which includes,among other items, dividends, interest and netshort-term capital gains in excess of net long-termcapital losses but excludes net capital gain, if any) and atleast 90% of its net tax-exempt interest income, if any,each taxable year.

As a regulated investment company, the Portfoliogenerally will not be subject to U.S. federal income taxon its investment company taxable income (as that termis defined in the Code, but without regard to thededuction for dividends paid) and net capital gain (theexcess of net long-term capital gain over net short-termcapital loss), if any, that it distributes to Unitholders. ThePortfolio intends to distribute to its Unitholders, at leastannually, substantially all of its investment companytaxable income and net capital gain. If the Portfolioretains any net capital gain or investment companytaxable income, it will generally be subject to federalincome tax at regular corporate rates on the amountretained. In addition, amounts not distributed on atimely basis in accordance with a calendar yeardistribution requirement are subject to a nondeductible4% excise tax unless, generally, the Portfolio distributesduring each calendar year an amount equal to the sumof (1) at least 98% of its ordinary income (not taking intoaccount any capital gains or losses) for the calendaryear, (2) at least 98% of its capital gains in excess of itscapital losses (adjusted for certain ordinary losses) forthe one-year period ending October 31 of the calendaryear, and (3) any ordinary income and capital gains forprevious years that were not distributed or taxed duringthose years. To prevent application of the excise tax,the Portfolio intends to make its distributions inaccordance with the calendar year distr ibutionrequirement. Further, if the Portfolio retains any netcapital gain, the Portfolio may designate the retainedamount as undistributed capital gains in a notice toUnitholders who, if subject to federal income tax onlong-term capital gains, (i) will be required to include inincome for federal income tax purposes, as long-termcapital gain, their share of such undistributed amount,and (ii) will be entitled to credit their proportionate shareof the tax paid by the Portfolio against their federalincome tax liabilities, if any, and to claim refunds to the

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extent the credit exceeds such liabilities. A distributionwill be treated as paid on December 31 of the currentcalendar year if it is declared by the Portfolio in October,November or December with a record date in such amonth and paid by the Portfolio during January of thefollowing calendar year. These distributions will betaxable to Unitholders in the calendar year in which thedistributions are declared, rather than the calendar yearin which the distributions are received.

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

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

If the Portfolio holds an equity interest in any “passiveforeign investment companies” (“PFICs”), which aregenerally certain foreign corporations that receive at least75% of their annual gross income from passive sources(such as interest, dividends, certain rents and royalties orcapital gains) or that hold at least 50% of their assets ininvestments producing such passive income, thePortfolio could be subject to U.S. federal income tax andadditional interest charges on gains and certaindistributions with respect to those equity interests, even ifall the income or gain is timely distributed to itsUnitholders. The Portfolio will not be able to pass throughto its Unitholders any credit or deduction for such taxes.The Portfolio may be able to make an election that could

ameliorate these adverse tax consequences. In this case,the Portfolio would recognize as ordinary income anyincrease in the value of such PFIC shares, and asordinary loss any decrease in such value to the extent itdid not exceed prior increases included in income. Underthis election, the Portfolio might be required to recognizein a year income in excess of its distributions from PFICsand its proceeds from dispositions of PFIC stock duringthat year, and such income would nevertheless besubject to the distribution requirement and would betaken into account for purposes of the 4% excise tax(described above). Dividends paid by PFICs will not betreated as qualified dividend income.

PORTFOLIO TERMINATIONThe Portfolio may be liquidated at any time by

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

Commencing during the period beginning ninebusiness days pr ior to, and no later than, theMandatory Termination Date, Securities will begin tobe sold in connection with the termination of thePortfolio. The Sponsor will determine the manner,timing and execution of the sales of the Securities. TheSponsor shall direct the liquidation of the Securities insuch manner as to effectuate orderly sales and aminimal market impact. In the event the Sponsor doesnot so direct, the Securities shall be sold within a

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reasonable period and in such manner as the Trustee,in its sole discretion, shall determine. At least 45 daysbefore the Mandatory Termination Date the Trustee willprovide written not ice of any terminat ion to al lUnitholders of the Portfolio. Unitholders will receive acash distribution from the sale of the remainingSecurities within a reasonable time following theMandatory Termination Date. The Trustee will deductfrom the funds of the Portfolio any accrued costs,expenses, advances or indemnities provided by theTrust Agreement, including estimated compensation ofthe Trustee, costs of liquidation and any amountsrequired as a reserve to provide for payment of anyapplicable taxes or other governmental charges. Anysale of Securities in the Portfolio upon termination mayresult in a lower amount than might otherwise berealized if such sale were not required at such time.The Trustee will then distribute to each Unitholder ofthe Portfolio his pro rata share of the balance of theIncome and Capital Accounts of the Portfolio.

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

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

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