Van Kampen Insider Buy Strategy 2010-2

(Van Kampen Unit Trusts, Series 982)

Van Kampen Insider Buy Strategy 2010-2 (the “Portfolio”) seeks capital appreciation by investing in a portfolioof common stocks that have been identified by Van Kampen’s “Insider Buy” screen as having experiencedinsider-buying activity and are viewed as exhibiting technical strength within the markets by Mesch CapitalManagement, Inc., the Portfolio Consultant. Of course, we cannot guarantee that the Portfolio will achieve itsobjective.

May 24, 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 seeks capitalappreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof common stocks that have been identified by VanKampen’s “Insider Buy” screen as having experiencedinsider buying activity and are viewed as exhibitingtechnical strength within the markets by Mesch CapitalManagement, Inc., the Portfolio Consultant.

Van Kampen’s Insider Buy Screen. Van Kampenscreened for equities based on insider-buying activityas reported in filings with the Securities and ExchangeCommission Forms 3, 4 and 5 related to statements ofbeneficial ownership. Buying activity is reviewed for thetit le of the insider and the type of purchase.Companies not within the Russell 3000 are excluded.

Technical Strength. Technical analysis is the studyof market action, primarily through the use of chartsfor the purpose of forecasting future price trends. ThePortfolio Consultant conducted a review of thecompanies identified by Van Kampen’s Insider Buyscreen based on extensive technical analysis. Thetechnical analysis relies on price usage, volume, andbuy/sell order flow imbalance analysis to determine anoverall long-term directional bias in the market.

Van Kampen selected the final portfolio afterconsidering factors such as sector diversification,market capitalizations and liquidity.

The Portfolio Consultant. Robin Mesch of MeschCapital Management, Inc. is a leading market strategistand a pioneer in the field of technical analysis andmarket theory. She has been building market models formore than twenty years and has developed a distinctbody of market analytics and proprietary tradingmethodologies used to assist portfolio managers andtraders around the country. She is considered byBloomberg as one of the world’s top minds in TechnicalAnalysis, and her advice and market strategies areincorporated into financial portfolios by some of the topinvestment firms and trading houses.

Robin’s innovative methodology and marketanalysis have been featured on CNBC and profiled innumerous books such as; Bulls, Bears, andMillionaires; The Outer Game of Trading; The DayTraders Advantage; The Tao of Trading; and Women ofthe Pits, as wel l as two signature Bloombergpublications: New Thinking in Technical Analysis; andBreakthroughs in Technical Analysis. Mesch is agraduate of Brown University.

The MCM Methodology. The MCM Methodologyis an object i f ied approach for reading thepsychology of market participants to determineacceptance of continued higher value. Her analysisrelies on price usage, volume, and buy/sell orderflow imbalance analysis. At its core, her philosophyis that markets generate information off both verticaland horizontal axes. Most traders are accessing onlya fraction of the market information available to themon a daily basis. The MCM Methodology uses asecondary dimension of market information. Herapproach uses volume and price usage to assess amarket’s value area and then she quantifies theusage of that va lue area with her propr ietarytechnical models to determine a buy or sell orderflow imbalance in the market and an overall longterm directional bias. Once that is determined, Ms.Mesch generates a future probability of investors’acceptance of current value and acceptance offuture higher value.

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.

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Van Kampen Insider Buy Strategy

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

• The Portfolio Consultant’s stockselection strategy may not besuccessful in identifying stocks thatappreciate in value. The Portfolio may notachieve its objective of this happens.

• The Portfolio is concentrated in securitiesissued by companies in the financialssector. Negative developments in this sectorwill affect the value of your investment morethan would be the case in a more diversifiedinvestment.

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

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

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

As a % Amountof Net Per 100Assets Units_________ _________

Organization Costs 0.300% $2.900______ ____________ ______

Annual Expenses Trustee’s fee and operating expenses 0.138% $1.329Supervisory, bookkeeping

and administrative fees 0.041 0.400______ ______

Total 0.179% $1.729______ ____________ ______

Example

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

1 year $ 341

3 years 837

5 years 1,357

10 years 2,773

The maximum sales charge is 2.95% of the Public Offering Price perUnit. The initial sales charge is the difference between the total salescharge (maximum of 2.95% of the Public Offering Price) and the sum ofthe remaining deferred sales charge and the total creation anddevelopment fee. The deferred sales charge is fixed at $0.145 per Unitand accrues daily from 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.

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit May 24, 2010

Mandatory Termination Date August 24, 2011

Estimated Net Annual Income* $0.16165 per Unit

Estimated Initial Distribution* $0.04 per Unit

Record Dates 10th day of September 2010,December 2010 and March 2011

Distribution Dates 25th day of September 2010,December 2010 and March 2011

CUSIP Numbers Cash – 92119H107

Reinvest – 92119H115

Wrap Fee Cash – 92119H123

Wrap Fee Reinvest – 92119H131

* As of close of business day prior to Initial Date of Deposit. See “Rightsof Unitholders--Estimated Distributions.”

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Van Kampen Insider Buy Strategy 2010-2

Portfolio____________________________________________________________________________________________________________Current Cost of

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

Consumer Discretionary - 7.65%84 McDonald’s Corporation $ 67.8600 3.24% $ 5,700.2424 Strayer Education, Inc. 237.5900 1.26 5,702.16

Consumer Staples - 15.30%111 Coca-Cola Company 51.5900 3.41 5,726.49139 Diamond Foods, Inc. 41.2500 0.44 5,733.75221 Flowers Foods, Inc. 25.8300 2.71 5,708.43174 United Natural Foods, Inc. 32.2800 0.00 5,616.72

Energy - 3.85%74 Lufkin Industries, Inc. 77.4300 1.29 5,729.82

Financials - 26.95%+ 80 Arch Capital Group, Ltd. 72.1800 0.00 5,774.40

121 Bank of Hawaii Corporation 47.0400 3.83 5,691.84232 HCC Insurance Holdings, Inc. 24.7400 2.18 5,739.68487 Ocwen Financial Corporation 11.6400 0.00 5,668.68160 Saul Centers, Inc. 36.1300 3.99 5,780.80291 UDR, Inc. 19.7600 3.64 5,750.16401 Valley National Bancorp 14.3000 5.03 5,734.30

Health Care - 11.46%134 Computer Programs and Systems, Inc. 42.4100 3.40 5,682.9451 Mettler-Toledo International, Inc. 111.3500 0.00 5,678.85

127 Valeant Pharmaceuticals International 44.9000 0.00 5,702.30Industrials - 19.40%

148 Badger Meter, Inc. 38.9400 1.23 5,763.12114 Fastenal Company 50.3500 1.59 5,739.9095 Parker-Hannifin Corporation 60.5700 1.72 5,754.15

401 US Ecology, Inc. 14.3100 5.03 5,738.31216 Woodward Governor Company 27.3000 0.88 5,896.80

Information Technology - 3.83%349 Tyler Technologies, Inc 16.3600 0.00 5,709.64

Materials - 11.56%76 Compass Minerals International, Inc. 75.3500 2.07 5,726.60

113 Schweitzer-Mauduit International, Inc. 51.9800 1.15 5,873.741,604 US Gold Corporation 3.5000 0.00 5,614.00__________ ____________6,027 $ 148,937.82__________ ______________________ ____________

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 May 21, 2010 and have a settlement date of May 26, 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______________ _____________

$ 149,119 $ (181)

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

(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 982:

We have audited the accompanying statement of condition including the related portfolio of Van KampenInsider Buy Strategy 2010-2 (included in Van Kampen Unit Trusts, Series 982) as of May 24, 2010. Thestatement of condition is the responsibility of the Sponsor. Our responsibility is to express an opinion on suchstatement 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 May 24, 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 Insider Buy Strategy 2010-2 (included in Van Kampen Unit Trusts, Series982) as of May 24, 2010, in conformity with accounting principles generally accepted in the United States ofAmerica.

/s/ GRANT THORNTON LLP

New York, New YorkMay 24, 2010

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STATEMENT OF CONDITIONAs of May 24, 2010

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,938___________

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,938______________________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities--

Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 436Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,182Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 752

Interest of Unitholders--Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,450Less: initial sales charge (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,512Less: deferred sales charge, creation and

development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,370___________Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,568___________Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,938______________________

Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,045______________________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.676______________________

(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 close of the initial offering period(approximately three months) or six months following the Initial Date of Deposit to an account maintained by the Trustee from which theorganization expense obligation of the investors will be satisfied. To the extent that actual organization costs of the Portfolio are greater thanthe estimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsor anddeducted 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.

The Portfolio offers investors the opportunity topurchase Units representing proportionate interests in aportfol io of securit ies. The Portfol io may be anappropriate medium for investors who desire toparticipate in a portfolio of securities with greaterdiversification than they might be able to acquireindividually.

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

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

The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquiredand held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the 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 Portfolio seeks capital appreciation by investingin a portfolio of common stocks that have been

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identified by Van Kampen’s “Insider Buy” screen ashaving experienced insider-buying activity and areviewed as exhibiting technical strength within themarkets by Robin Mesch Associates, the PortfolioConsultant. Of course, we cannot guarantee that thePortfolio will achieve its objective.

The Portfolio Consultant is not an affiliate of theSponsor. The Portfolio Consultant may recommend oreffect transactions in the Securities. This may have anadverse effect on the prices of the Securities. This alsomay have an impact on the price your Portfolio pays forthe Securit ies and the price received upon Unitredemptions or Portfolio termination. The PortfolioConsultant may act as agent or principal in connectionwith the purchase and sale of equity securities, includingthe Securities, and may act as a market maker in theSecurities. The Portfolio Consultant may also issuereports and make recommendations on the Securities.The Portfolio Consultant’s research department mayreceive compensation based on commissions generatedby research and/or sales of Units.

Neither the Portfolio Consultant nor the Sponsormanage the Portfolio. You should note that the selectioncriteria were applied to the Securities for inclusion inyour Portfolio prior to the Initial Date of Deposit. Afterthe initial selection, the Securities may no longer meetthe selection criteria. Should a Security no longer meetthe selection 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.

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio. You should understandthese risks before you invest. If the value of thesecurities falls, the value of your Units will also fall. Wecannot guarantee that your Portfolio will achieve itsobjective or that your investment return will be positiveover any period.

Market Risk. Market risk is the risk that the value ofthe securities in your Portfolio will fluctuate. This couldcause the value of your Units to fall below your originalpurchase price. Market value fluctuates in response tovarious factors. These can include changes in interestrates, inflation, the financial condition of a security’sissuer, perceptions of the issuer, or ratings on a securityof the issuer. Even though your Portfolio is supervised,you should remember that we do not manage yourPortfolio. Your Portfolio will not sell a security solelybecause the market value falls as is possible in amanaged fund.

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

Strategy Risk. The Portfolio Consultant’s stockselection strategy may not be successful in identifyingstocks that appreciate in value. Your Portfolio may notachieve its objective if this happens.

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

Industry Concentrations. Your Portfolio mayinvest significantly in certain industries. Any negativeimpact on the related industry will have a greater impact

on the value of Units than on a portfolio diversified overseveral industries. You should understand the risks ofthese industries before you invest.

Consumer Discretionary and Consumer StaplesIssuers. The Portfolio invests significantly in companiesthat manufacture or sell various consumer productsand/or services. General risks of these companiesinclude the general state of the economy, intensecompetition and consumer spending trends. A declinein the economy which results in a reduction ofconsumers’ disposable income can negatively impactspending habits. Competitiveness in the retail industrywill require large capital outlays for the installation ofautomated checkout equipment to control inventory,track the sale of items and gauge the success of salescampaigns. Retailers who sell their products over theInternet have the potential to access more consumers,but will require sophisticated technology to remaincompetitive. Changes in demographics and consumertastes can also affect the demand for, and thesuccess of, consumer products and services in themarketplace.

Financial Services Issuers. The Portfolio investssignificantly in banks and other financial servicescompanies.

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

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and withfinancial institutions, there can be no assurance thatthe risks associated with investment in financialservices company issuers will decrease as a result ofthese steps.

Banks and their holding companies are especiallysubject to the adverse effects of economic recession;volatile interest rates; portfolio concentrations ingeographic markets and in commercial and residentialreal estate loans; and competition from new entrants intheir fields of business. In addition, banks and theirholding companies are extensively regulated at both thefederal and state level and may be adversely affected byincreased regulation. Economic conditions in the realestate markets have deteriorated and have had asubstantial negative effect upon banks because theygenerally have a portion of their assets invested in loanssecured by real estate.

Banks face increased competition from nontraditionallending sources as regulatory changes, such as theGramm-Leach-Bliley Act financial services overhaullegislation, permit new entrants to offer various financialproducts. Technological advances such as the Internetallow these nontraditional lending sources to cutoverhead and permit the more efficient use of customerdata. Banks continue to face tremendous pressure frommutual funds, brokerage firms and other financialservice providers in the competition to furnish servicesthat were tradit ional ly offered by banks. Bankprofitability is largely dependent on the availability andcost of capital funds, and can fluctuate significantlywhen interest rates change or due to increasedcompetition.

Companies engaged in investment management andbroker-dealer activities are subject to volatility in theirearnings and share prices that often exceeds thevolatility of the equity market in general. Adversechanges in the direction of the stock market, investorconfidence, equity transaction volume, the level anddirection of interest rates and the outlook of emergingmarkets could adversely affect the financial stability, aswell as the stock prices, of these companies.

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Additionally, competitive pressures, including increasedcompetition with new and existing competitors, theongoing commoditization of traditional businesses andthe need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management andbrokerage industries. Companies involved in investmentmanagement and broker-dealer activities are alsosubject to extensive regulation by government agenciesand self-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation of such laws,regulations and rules could adversely affect the stockprices of such companies.

Companies involved in the insurance, reinsuranceand risk management industry underwrite, sell ordistribute property, casualty and business insurance.Many factors affect insurance, reinsurance and riskmanagement company profits, including interest ratemovements, the imposition of premium rate caps, amisapprehension of the r isks involved in givenunderwritings, competition and pressure to competeglobally, weather catastrophes or other disasters andthe effects of client mergers. Already extensivelyregulated, insurance companies’ profits may beadversely affected by increased government regulationsor tax law changes.

Industrials Issuers. The Portfolio invests significantlyin industrials and related companies. General risks ofindustrials companies include the general state of theeconomy, intense competition, consolidation, domesticand international pol it ics, excess capacity andconsumer spending trends. Capital goods companiesmay also be significantly affected by overall capitalspending and leverage levels, economic cycles,technical obsolescence, delays in modernization,limitations on supply of key materials, labor relations,government regulations, government contracts ande-commerce initiatives. Furthermore, certain companiesinvolved in the industry have also faced scrutiny foralleged accounting irregularities that may have led tothe overstatement of their financial results, and othercompanies in the industry may face similar scrutiny.

Industrials companies may also be affected byfactors more specific to their individual industries.

Industrial machinery manufacturers may be subject todeclines in commercial and consumer demand and theneed for modernization. Aerospace and defensecompanies may be influenced by decreased demandfor new equipment, aircraft order cancellations,disputes over or ability to obtain or retain governmentcontracts, labor disputes, changes in governmentbudget priorities, changes in aircraft-leasing contractsand cutbacks in profitable business travel. The numberof housing starts, levels of public and non-residentialconstruction including weakening demand for newoffice and retail space, and overall constructionspending may adversely affect construction materialsand equipment manufacturers.

Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United Statesand abroad which may have a negative impact oncertain of the companies represented in the Portfolio oron the tax treatment of your Portfolio or of yourinvestment in the Portfolio. In addition, l it igationregarding any of the issuers of the Securities or of theindustries represented by these issuers may negativelyimpact the share prices of these Securities. No one canpredict what impact any pending or threatened litigationwill have on the share prices of the Securities.

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which 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 2.95% of the PublicOffering Price per Unit (3.04% of the aggregate offeringprice of the Securities) at the time of purchase.

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

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of the Public Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thetotal fixed dollar creation and development fee. Theinitial sales charge will be approximately 1.00% of thePublic Offering Price per Unit depending on the PublicOffering Price per Unit. The deferred sales charge isfixed at $0.145 per Unit. Your Portfolio pays thedeferred sales charge in installments as described in the“Fee Table.” If any deferred sales charge payment dateis not a business day, we will charge the payment onthe next business day. If you purchase Units after theinitial deferred sales charge payment, you will only paythat portion of the payments not yet collected. If youredeem or sell your Units prior to collection of the totaldeferred sales charge, you will pay any remainingdeferred sales charge upon redemption or sale of yourUnits. The initial and deferred sales charges are referredto as the “transactional sales charge.” The transactionalsales charge does not include the creation anddevelopment 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 initialoffering period as described in the “Fee Table.” If youredeem or sell your Units prior to collection of thecreation and development fee, you will not pay thecreation and development fee upon redemption or saleof your Units. Because the deferred sales charge andcreation and development fee are fixed dollar amountsper Unit, the actual charges wil l exceed thepercentages shown in the “Fee Table” if the PublicOffering Price per Unit falls below $10 and will be lessthan the percentages shown in the “Fee Table” if thePublic Offering Price per Unit exceeds $10. In no eventwill the maximum total sales charge exceed 2.95% ofthe Public Offering Price per Unit.

Since the deferred sales charge and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfol io must charge these amounts per Unitregardless of any decrease in net asset value. However,if the Public Offering Price per Unit falls to the extentthat the maximum sales charge percentage results in adollar amount that is less than the combined fixed dollar

amounts 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 thatprice. The initial sales charge credit is paid by theSponsor and is not paid by your Portfolio. The “FeeTable” shows the sales charge calculation at a $10Public Offering Price per Unit and the fol lowingexamples illustrate the sales charge at prices below andabove $10. If the Public Offering Price per Unit fell to$6, the maximum sales charge would be $0.1770(2.95% of the Public Offering Price per Unit), whichconsists of an initial sales charge of -$0.0180, adeferred sales charge of $0.145 and a creation anddevelopment fee of $0.05. If the Public Offering Priceper Unit rose to $14, the maximum sales charge wouldbe $0.4130 (2.95% of the Public Offering Price perUnit), consisting of an initial sales charge of $0.2180, adeferred sales charge of $0.145 and the creation anddevelopment 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 salescharge and creation and development fee are fixed

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

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

TransactionAmount Sales Charge______________ ______________

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

Except as described below, these quantity discountlevels apply only to purchases of a single Portfolio madeby the same person on a single day from a singlebroker-dealer. We apply these sales charges as apercent of the Public Offering Price per Unit at the timeof purchase. We also apply the different purchase levelson a Unit basis using a $10 Unit equivalent. Forexample, if you purchase between 5,000 and 9,999Units of the Portfolio, your sales charge will be 2.70% 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 trusts 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 inconnection with the establishment of an investmentaccount for which a comprehensive “wrap fee” charge(“Wrap Fee”) is imposed (“Fee Accounts”). If Units of thePortfolio are purchased for a Fee Account and thePortfolio is subject to a Wrap Fee (i.e., the Portfolio is“Wrap Fee Eligible”), then the purchase will not besubject to the transactional sales charge but will besubject to the creation and development fee that isretained by the Sponsor. Please refer to the sectioncalled “Fee Accounts” for additional information onthese purchases. The Sponsor reserves the right to limitor deny purchases of Units described in this paragraphby investors or selling firms whose frequent tradingactivity is determined to be detrimental to the Portfolio.

Rollovers and Exchanges. During the initial offeringperiod of the Portfolio offered in this prospectus,unitholders of any Van Kampen-sponsored unitinvestment trusts and unitholders of unaffiliated unitinvestment trusts may util ize their redemption ortermination proceeds from such a trust to purchaseUnits of the Portfolio offered in this prospectus at thePublic Offering Price per Unit less 1.00%. In order to beeligible for the sales charge discounts applicable to Unitpurchases made with redemption or terminationproceeds from other unit investment trusts, thetermination or redemption proceeds used to purchaseUnits of the Portfolio must be derived from a transactionthat occurred within 30 days of your Unit purchase. Inaddition, the discounts wil l only be available forinvestors that utilize the same broker-dealer (or adifferent broker-dealer with appropriate notification) forboth the Unit purchase and the transaction resulting in

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the receipt of the termination or redemption proceedsused for the Unit purchase. You may be required toprovide appropriate documentation or other informationto your broker-dealer to evidence your eligibility forthese reduced sales charge discounts. An exchangedoes not avoid a taxable event on the redemption ortermination of an interest in a trust.

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

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales 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 Price ofUnits accordingly. The Evaluation Time is the close ofthe New York Stock Exchange on each business day.The term “business day”, as used herein and under“Rights of Unitholders--Redemption of Units”, excludes

Saturdays, Sundays and holidays observed by the NewYork Stock Exchange. The Public Offering Price per Unitwill be effective for all orders received prior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and ordersreceived by authorized financial professionals prior tothe Evaluation Time that are properly transmitted to theSponsor by the time designated by the Sponsor, arepriced based on the date of receipt. Orders received bythe Sponsor after the Evaluation Time, and ordersreceived by authorized financial professionals after theEvaluation Time or orders received by such personsthat are not transmitted to the Sponsor until after thetime designated by the Sponsor, are priced based onthe date of the next determined Public Offering Priceper Unit provided they are received timely by theSponsor on such date. It is the responsibil ity ofauthorized financial professionals to transmit ordersreceived by them to the Sponsor so they will bereceived in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security isvalued at its fair value, as determined under proceduresestablished by the Trustee or an independent pricingservice used by the Trustee. In these cases, thePortfolio’s net asset value will reflect certain portfoliosecurities’ fair value rather than their market price. Withrespect to securities that are primarily listed on foreignexchanges, the value of the portfolio securities maychange on days when you will not be able to purchaseor sell Units. The value of any foreign securities is basedon the applicable currency exchange rate as of theEvaluation Time. The Sponsor wil l provide pricedissemination and oversight 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), thestock selection fee of the Portfolio Consultant, federal

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and state registration fees, the initial fees and expensesof the Trustee and the initial audit. Your Portfolio will sellsecurities to reimburse us for these costs at the end ofthe initial offering period or after six months, if earlier.The value of your Units will decline when your Portfoliopays these costs.

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

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

ConcessionTransaction or Agency

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

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

For transactions involving unitholders of other unitinvestment trusts who use their redemption ortermination proceeds to purchase Units, this regularconcession or agency commission will amount to1.20% per Unit.

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

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

“Quarterly Period” means the following periods:January – March; April – June; July – September; andOctober – December. Broker-dealers and other sellingf irms wil l not receive these addit ional volumeconcessions on the sale of units which are not subjectto the transactional sales charge, however, such saleswill be included in determining whether a firm has metthe sales level breakpoints set forth in the table above.Secondary market sales of all unit investment trusts areexcluded for purposes of these volume concessions.Notwithstanding the foregoing, Wells Fargo Advisors willreceive the maximum volume concession set forth inthe table above for all eligible unit sales. The Sponsorwill pay these amounts out of the transactional salescharge received on units within a reasonable timefollowing each Quarterly Period. For a trust to be eligiblefor this additional compensation for Quarterly Periodsales, the trust’s prospectus must include disclosurerelated to this additional compensation; a trust is notel igible for this addit ional compensation i f theprospectus for such trust does not include disclosurerelated to this additional compensation.

In addition to the regular concession and additionalvolume concessions set forth in the tables above,Preferred Distributors will receive a reallowance 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)

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any selling firm that has achieved aggregate sales ofVan Kampen unit investment trusts of either $30 millionin the three-month period preceding the relatedQuarterly Period or $100 million in the twelve-monthperiod preceding the related Quarterly Period. PreferredDistributors will not receive this additional compensationon the sale of Units which are not subject to thetransactional sales charge, however, such sales will beincluded in determining whether a firm has met thesales levels described in the preceding sentence forpurposes of qualifying as a Preferred Distributor.Secondary market sales of Units are excluded forpurposes of this Preferred Distributor compensation.

Except as provided in this section, any sales chargediscount provided to investors will be borne by theselling broker-dealer or agent as indicated under“General” above. For a l l secondary markettransact ions 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 addit ional compensational lowed or paid to any broker, dealer or otherdistributor of Units with respect to any individualtransaction exceed the total sales charge applicable tosuch transaction. The Sponsor reserves the right toreject, in whole or in part, any order for the purchaseof Units and to change the amount of the concessionor agency commission to dealers and others from timeto time.

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

in 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 wil lreceive the total sales charge applicable to eachtransact ion. Except as provided under “UnitDistribution,” any sales charge discount provided toinvestors will be borne by the selling dealer or agent.In addition, the Sponsor will realize a profit or loss as aresult of the difference between the price paid for theSecur i t ies by the Sponsor and the cost of theSecurities to the Portfolio on the Initial Date of Depositas well as on subsequent deposits. See “Notes toPortfolio”. The Sponsor has not participated as soleunderwriter or as manager or as a member of theunderwriting syndicates or as an agent in a privateplacement for any of the Securities. The Sponsor mayreal ize profit or loss as a result of the possiblefluctuations in the market value of Units held by theSponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between theprice at which Units are purchased and the price atwhich Units are resold (which price includes theapplicable sales charge) or from a redemption ofrepurchased Units at a price above or below thepurchase price. Cash, if any, made available to theSponsor prior to the date of sett lement for thepurchase of Units may be used in the Sponsor’sbusiness and may be deemed to be a benefit to theSponsor, subject to the limitations of the SecuritiesExchange Act of 1934.

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

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchase

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price (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary marketis not maintained, a Unitholder will be able to dispose ofUnits by tendering them to the Trustee for redemptionat the Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. 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, i t maypurchase the Units not later than the day on whichUnits would have been redeemed by the Trustee. TheSponsor may sell repurchased Units at the secondarymarket Public Offering 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--General”section for specific information on this and other salescharge discounts. That section governs the calculationof all sales charge discounts. The Sponsor reserves theright to limit or deny purchases of Units in Fee Accountsby investors or selling firms whose frequent tradingactivity is determined 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 because it isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive af inal d istr ibut ion of income when the Port fo l ioterminates. A person becomes a Unitholder of recordon the date of settlement (generally three businessdays after Units are ordered). Unitholders may elect toreceive distributions in cash or to have distributionsreinvested into addit ional Units. See “Rights ofUnitholders--Reinvestment Option”.

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

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

Estimated Distributions. The estimated initialdistribution and estimated net annual income per Unitmay be shown under “Essential Information.” Generally,the estimate of the income a Portfolio may receive isbased on the most recent ordinary quarterly dividendsdeclared by an issuer, the most recent interim and finaldividends declared for certain foreign issuers, orscheduled income payments (in all cases accounting forany applicable foreign withholding taxes). In certaincases, estimated net annual income may also be basedupon several recently declared dividends of an issuer.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 this

reinvestment option, a Unitholder must file with theTrustee a written notice of election, together with anyother documentation that the Trustee may thenrequire, at least five days prior to the related RecordDate. A Unitholder’s election will apply to all Unitsowned by the Unitholder and will remain in effect untilchanged by the Unitholder. The reinvestment option isnot offered during the 30 days prior to termination. IfUnits are unavai lable for re investment or th isreinvestment option is no longer available, distributionswill be paid in cash. Distributions will be taxable toUnitholders if paid in cash or automatically reinvestedin additional Units. See “Taxation”.

A participant may elect to terminate his or herreinvestment plan and receive future distributions 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 the 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 TrustDivision, 111 Sanders Creek Parkway, East Syracuse,New York 13057, on any day the New York StockExchange is open. At the present time there are nospecific taxes related to the redemption of Units. Noredemption fee will be charged by the Sponsor or theTrustee, but you are responsible for appl icablegovernmental charges, if any. Units redeemed by theTrustee will be canceled. You may redeem all or aport ion of your Units by sending a request forredemption to your bank or broker-dealer throughwhich you hold your Units. No later than the seventhday following the tender, the Unitholder will be entitledto receive in cash an amount for each Unit equal to theRedemption Price per Unit next computed on the dateof tender. The “date of tender” is deemed to be the dateon which Units are received by the Trustee, except thatwith respect to Units received by the Trustee after the

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Evaluation 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 bythe Trustee after the Evaluation Time, and redemptionrequests received by authorized financial professionalsafter the Evaluation Time or redemption requestsreceived by such persons that are not transmitted tothe Trustee until after the time designated by theTrustee, are priced based on the date of the nextdetermined redemption price provided they are receivedtimely by the Trustee on such date. It is theresponsibility of authorized financial professionals totransmit redemption requests received by them to theTrustee so they will be received in a timely manner.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units of thePortfolio (or such higher amount as may be required byyour broker-dealer or selling agent) for redemption mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionwithin thirty days of the Portfolio’s termination. ThePortfolio generally will not offer in kind distributions ofportfolio securities that are held in foreign markets. An inkind distribution will be made by the Trustee through thedistribution of each of the Securities in book-entry formto the account of the Unitholder’s broker-dealer at DTC.Amounts representing fractional shares wil l bedistributed in cash. The Trustee may adjust the numberof shares of any Security included in a Unitholder’s inkind distribution to facilitate the distribution of wholeshares. The in kind distribution option may be modifiedor discontinued at any t ime without notice.Notwithstanding the foregoing, if the Unitholderrequesting an in kind distribution is the Sponsor or anaffiliated person of the Portfolio, the Trustee may makean in kind distribution to such Unitholder provided thatno one with a pecuniary incentive to influence the inkind distr ibution may inf luence selection of thedistributed securities, the distribution must consist of apro rata distribution of all portfolio securities (with limited

exceptions) and the in kind distribution may not favorsuch affiliated person to the detriment of any otherUnitholder.

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

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

The right of redemption may be suspended andpayment postponed for any period during which theNew York Stock Exchange is closed, other than forcustomary weekend and holiday closings, or any periodduring which the 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.

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Exchange Option. When you redeem Units of yourPortfolio or when your Portfolio terminates, you may beable to exchange your Units for units of other VanKampen unit trusts at a reduced sales charge. Youshould contact your financial professional for moreinformation about trusts currently avai lable forexchanges. Before you exchange Units, you should readthe prospectus of the new trust carefully and understandthe risks and fees. You should then discuss this optionwith your financial professional to determine whetheryour investment goals have changed, whether currenttrusts suit you and to discuss tax consequences. Wemay discontinue this option at any time.

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

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

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

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategy or objective as thecurrent Portfolio. We cannot guarantee that a Rolloverwill avoid any negative market price consequencesresulting from trading large volumes of securities.Market price trends may make it advantageous to sellor buy securities more quickly or more slowly than

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

Units. Ownership of Units is evidenced inbook-entry form only and will not be evidenced bycertificates. Units purchased or held through your bankor broker-dealer will be recorded in book-entry form andcredited to the account of your bank or broker-dealer atDTC. Units are transferable by contacting your bank orbroker-dealer through which you hold your Units.Transfer, and the requirements therefore, wil l begoverned by the applicable procedures of DTC andyour agreement with the DTC participant in whosename your Units are registered on the transfer recordsof DTC.

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

PORTFOLIO ADMINISTRATION

Portfolio Administration. The Portfolio is not amanaged fund and, except as provided in the Trust

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Agreement, 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 mergeror 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 nonethelessacquired by the Portfolio, the Sponsor may direct theTrustee to sell the securities or property and distributethe proceeds to Unitholders or to accept the securitiesor property for deposit in the Portfolio. Should anycontract for the purchase of any of the Securities fail,the Sponsor will (unless substantially all of the moneysheld in the Portfol io to cover the purchase arereinvested in substitute Securities in accordance withthe Trust Agreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is the directresult of serious adverse credit factors which, in theopinion of the Sponsor, would make retention of theSecurities detrimental to your 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 your Portfolio onthe Initial Date of Deposit. The Sponsor may alsoinstruct the Trustee to take action necessary to ensurethat your Portfolio continues to satisfy the qualificationsof a regulated investment company and to avoidimposition of tax on undistributed income of thePortfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for thePortfolio, it may be necessary for the Supervisor tospecify minimum amounts (generally 100 shares) inwhich blocks of Securities are to be sold. In effectingpurchases and sales of portfolio securities, the Sponsormay direct that orders be placed with and brokeragecommissions be paid to brokers, including brokerswhich may be affiliated with the Portfolio, the Sponsoror dealers participating in the offering of Units.

Pursuant to an exemptive order, each terminatingPortfolio may be permitted to sell Securities to a newtrust series if those Securities meet the investmentstrategy of the new trust. The exemption may enablethe Portfolio to eliminate commission costs on thesetransactions. The price for those securities will be theclosing sale price on the sale date on the exchangewhere the Securities are principally traded, as certifiedby the Sponsor.

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

Termination. Your Portfolio will terminate on theMandatory Termination Date or upon the sale or otherdisposition of the last Security held in the Portfolio. ThePortfolio may be terminated at any time with consent ofUnitholders representing two-thirds of the outstandingUnits or by the Trustee when the value of the Portfolio isless than $500,000 ($3,000,000 if the value of thePortfolio has exceeded $15,000,000) (the “MinimumTermination Value”). The Portfolio will be liquidated bythe Trustee in the event that a sufficient number of Unitsof the Portfolio not yet sold are tendered for redemptionby the Sponsor, so that the net worth of such Portfolio

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would be reduced to less than 40% of the value of theSecurities at the time they were deposited in suchPortfolio. 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. Unitholderswill be notified of any termination. The Trustee maybegin to sell Securities in connection with a Portfoliotermination nine business days before, and no laterthan, the Mandatory Termination Date. Approximatelyforty-five days before this date, the Trustee will notifyUnitholders of the termination and provide a formenabling qualified Unitholders to elect an in kinddistribution of Securities, provided that Unitholders maynot request an in kind distribution of Securities withinthirty days of the Portfolio’s termination. Any in kinddistribution of Securities will be made in the manner andsubject to the restrictions described under “Rights ofUnitholders--Redemption of Units”, provided that, inconnection with an in kind distribution election morethan 30 days prior to termination, Unitholders tendering1,000 or more Units of the Portfolio (or such higheramount as may be required by your broker-dealer orselling agent) may request an in kind distribution ofSecurities equal to the Redemption Price per Unit onthe date of tender. Unitholders will receive a final cashdistribution within a reasonable time after the MandatoryTermination Date. All distributions will be net of Portfolioexpenses and costs. Unitholders will receive a finaldistribution 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 in goodfaith pursuant to the Trust Agreement, or for errors injudgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligence inthe case of the Trustee) in the performance of their dutiesor by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is not liablefor depreciation or loss incurred by reason of the sale bythe Trustee of any of the Securities. In the event of the

failure of the Sponsor to act under the Trust Agreement,the Trustee may act thereunder and is not liable for anyaction taken by it in good faith under the TrustAgreement. The Trustee is not liable for any taxes orother governmental charges imposed on the Securities,on it as Trustee under the Trust Agreement or on thePortfolio which the Trustee may be required to pay underany present or future law of the United States of Americaor of any other taxing authority having jurisdiction. Inaddition, the Trust Agreement contains other customaryprovisions limiting the liability of the Trustee. The Sponsorand Supervisor may rely on any evaluation furnished bythe Trustee and have no responsibility for the accuracythereof. Determinations by the Trustee shall be made ingood faith upon the basis of the best informationavailable 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 morethan three million retail investor accounts, has extensivecapabilities for managing institutional portfolios and hasmore than $103 bi l l ion under management orsupervision as of March 31, 2010. Van KampenInvestments is an indirect wholly owned subsidiary ofMorgan Stanley & Co. Incorporated (“Morgan Stanley”),a preeminent global financial services firm that providesa wide range of investment banking, securit ies,investment management and wealth managementservices. On October 19, 2009, Morgan Stanleyannounced that it had reached a definitive agreement tosell its retail asset management business to InvescoLtd. The transaction (“Transaction”) includes a sale ofthe unit investment trust business, including theSponsor. The Transaction is subject to certain approvalsand other conditions to closing, and is currentlyexpected to close in mid-2010. The Sponsor’s principaloffice is located at 522 Fifth Avenue, New York, NewYork 10036. As of December 31, 2009, the totalstockholders’ equity of Van Kampen Funds Inc. was$161,397,932 (unaudited).

The Sponsor and your Portfolio have adopted a codeof ethics requiring Van Kampen’s employees who have

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access to information on Portfolio transactions to reportpersonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest and toprevent fraud, deception or misconduct with respect toyour Portfolio. The Information Supplement containsadditional information about the Sponsor.

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may (i)appoint a successor Sponsor at rates 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 effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units ofthe Portfolio as of the date of this prospectus. Tax lawsand interpretations change frequently, and these

summaries do not describe all of the tax consequencesto al l taxpayers. For example, these summariesgenerally do not describe your situation if you are acorporation, a non-U.S. person, a broker/dealer, atax-exempt entity, or other investor with specialcircumstances. In addition, this section does notdescribe your state, local or foreign tax consequences.

This federal income tax summary is based in part onthe advice of counsel to the Sponsor. The InternalRevenue Service could disagree with any conclusionsset forth in this section. In addition, our counsel was notasked to review the federal income tax treatment of theassets to be deposited in your Portfolio.

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

Portfolio Status. Your Portfolio intends to electand to qualify annually as a “regulated investmentcompany” under the federal tax laws. If your Portfolioqualifies as a regulated investment company anddistributes its income as required by the tax law, thePortfolio generally will not pay federal income taxes.

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

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your Portfolio is not affected by whether you reinvestyour distributions in additional Units or receive them incash. The income from your Portfolio that you musttake into account for federal income tax purposes is notreduced by amounts used to pay a deferred salescharge, if any. The tax laws may require you to treatdistributions made to you in January as if you hadreceived them on December 31 of the previous year.

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

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

Net capital gain equals net long-term capital gainminus net short-term capital loss for the taxable year.Capital gain or loss is long-term if the holding period forthe asset is more than one year and is short-term if theholding period for the asset is one year or less. 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 one

year 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 shareholder from a regulatedinvestment company such as your Portfolio may betaxed at the same rates that apply to net capital gain(as discussed above), provided certain holding periodrequirements are satisfied and provided the dividendsare attributable to qualified dividend income received bythe Portfolio itself. These special rules relating to thetaxation of qualified dividend income from regulatedinvestment companies generally apply to taxable yearsbeginning before January 1, 2011. The Portfolio willprovide notice to its Unitholders of the amount of anydistribution which may be taken into account asqualified dividend income which is eligible for the newcapital gains tax rates.

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

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

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

Foreign Investors. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resident ora U.S. corporation, partnership, estate or trust), youshould be aware that, generally, subject to applicabletax treaties, distributions from the Portfolio will becharacterized as dividends for federal income taxpurposes (other than dividends which the Portfoliodesignates as capital gain dividends) and will be subjectto U.S. income taxes, including withholding taxes,subject to certain exceptions described below. Howeverdistributions received by a foreign investor from thePortfolio that are properly designated by the trust ascapital gain dividends may not be subject to U.S.federal income taxes, including withholding taxes,provided that the Portfolio makes certain elections andcertain other conditions are met.

Foreign Tax Credit. If your Portfolio invests inany foreign securities, the tax statement that youreceive may include an item showing foreign taxesyour Portfolio paid to other countries. In this case,dividends taxed to you will include your share of thetaxes your Portfolio paid to other countries. You maybe able to deduct or receive a tax credit for yourshare of these taxes if your Portfolio meets certainrequirements for passing through such deductions orcredits 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 operatingfees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costsare generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“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 otherUnitholders will bear all or a portion of the organizationcosts and charges incurred in connection with theestablishment of your Portfolio. These costs andcharges will include the cost of the preparation, printingand execution of the trust agreement, registrationstatement and other documents relating to yourPortfolio, federal and state registration fees and costs,the stock selection fee of any Portfolio Consultant, theinitial fees and expenses of the Trustee, and legal andauditing expenses. The Public Offering Price of Unitsincludes the estimated amount of these costs. TheTrustee will deduct these expenses from your Portfolio’sassets at the end of the initial offering period.

Creation and Development Fee. The Sponsorwill receive a fee from your Portfolio for creating anddeveloping the Portfolio, including determining thePortfolio’s objectives, policies, composition and size,selecting service providers and information services andfor providing other similar administrative and ministerialfunctions. The creation and development fee is acharge of $0.05 per Unit. The Trustee will deduct this

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amount from your Portfolio’s assets as of the close ofthe initial offering period. No portion of this fee is appliedto the payment of distr ibution expenses or ascompensation for sales efforts. This fee will not bededucted from proceeds received upon a repurchase,redemption or exchange of Units before the close of theinitial public offering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest 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.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fees for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to all VanKampen unit investment trusts in any calendar yearexceed the aggregate cost of providing these servicesin that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a)normal expenses (including the cost of mailing reports toUnitholders) incurred in connection with the operation ofthe 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) expensesand costs of any action taken by the Trustee to protectthe Portfolio and the rights and interests of Unitholders, (f)indemnification of the Trustee for any loss, liability orexpenses incurred in the administration of the Portfoliowithout negligence, bad faith or wilful misconduct on itspart, (g) foreign custodial and transaction fees (whichmay include compensation paid to the Trustee or itssubsidiaries or affiliates), (h) costs associated with

liquidating the securities held in the Portfolio, (i) anyoffering costs incurred after the end of the initial offeringperiod and (j) expenditures incurred in contactingUnitholders upon termination of the Portfolio. YourPortfolio may pay the expenses of updating itsregistration statement each year.

OTHER MATTERS

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

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

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout 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 Insider Buy Strategy...................... 2Notes to Portfolio............................................... 6Report of Independent Registered

Public Accounting Firm .................................. 7Statement of Condition ..................................... 8The Portfolio ...................................................... A-1Objective and Securities Selection ..................... A-1Risk Factors....................................................... A-2Public Offering ................................................... A-4Retirement Accounts ......................................... A-10Fee Accounts .................................................... A-10Rights of Unitholders ......................................... A-10Portfolio Administration ...................................... A-13Taxation ............................................................. A-16Portfolio Operating Expenses............................. A-18Other Matters .................................................... A-19Additional Information ........................................ A-19

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

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

EMSPRO982

PROSPECTUS

May 24, 2010

Van Kampen Insider Buy Strategy 2010-2

Van Kampen Funds Inc.

Please retain this prospectus for future reference

Van KampenInvestments

Information Supplement

Van Kampen Unit Trusts, Series 982

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 . . . . . . . . . . . . . . . . . . . . . 7Trustee Information . . . . . . . . . . . . . . . . . . . . . . 7Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Portfolio Termination . . . . . . . . . . . . . . . . . . . . . 10

Van Kampen Investments

2

RISK FACTORSPrice Volatility. Because the Portfolio invests in

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

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

Consumer Discretionary and ConsumerStaples Issuers. The Portfolio may invest significantlyin issuers that manufacture or sell consumer products.

The profitability of these companies will be affected byvarious factors including the general state of theeconomy and consumer spending trends. In the past,there have been major changes in the retail environmentdue to the declaration of bankruptcy by some of themajor corporations involved in the retail industry,part icularly the department store segment. Thecontinued viability of the retail industry will depend onthe industry’s ability to adapt and to compete inchanging economic and social conditions, to attractand retain capable management, and to financeexpansion. Weakness in the banking or real estateindustry, a recessionary economic climate with theconsequent slowdown in employment growth, lessfavorable trends in unemployment or a markeddeceleration in real disposable personal income growthcould result in significant pressure on both consumerwealth and consumer confidence, adversely affectingconsumer spending habits. In addition, competitivenessof the retail industry will require large capital outlays forinvestment in the installation of automated checkoutequipment to control inventory, to track the sale ofindividual items and to gauge the success of salescampaigns. Changes in demographics and consumertastes can also affect the demand for, and the successof, consumer products and services in the marketplace.Increasing employee and retiree benefit costs may alsohave an adverse effect on the industry. In many sectorsof the retail industry, competition may be fierce due tomarket saturation, converging consumer tastes andother factors. Because of these factors and the recentincrease in trade opportunities with other countries,American retailers are now entering global marketswhich entail added risks such as sudden weakening offoreign economies, difficulty in adapting to localconditions and constraints and added research costs.

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

The effects of the global financial crisis that began tounfold in 2007 continue to manifest in nearly all thesub-divisions of the financial services industry. Financiallosses and write downs among investment banks and

similar institutions reached significant levels in 2008.The impact of these losses among traditional banks,investment banks, broker/dealers and insurers hasforced a number of large such institutions into eitherliquidation or combination, while drastically increasingthe credit risk, and possibility of default, of bondsissued by such institutions faced with these troubles.Many of the institutions are having difficulty in accessingcredit markets to finance their operations and inmaintaining appropriate levels of equity capital. In somecases, U.S. and foreign governments have acted to bailout or provide support to select institutions, howeverthe risk of default by such issuers has nonethelessincreased substantially.

While the U.S. and foreign governments, and theirrespective government agencies, have taken steps toaddress problems in the financial markets and withfinancial institutions, there can be no assurance thatthe risks associated with investment in financialservices company issuers will decrease as a result ofthese steps.

Banks and their holding companies are especiallysubject to the adverse effects of economic recession,volatile interest rates, portfolio concentrations ingeographic markets and in commercial and residentialreal estate loans, and competition from new entrants intheir fields of business. Banks are highly dependent onnet interest margin. Bank prof itabi l i ty is largelydependent on the availability and cost of capital funds,and can fluctuate significantly when interest rateschange or due to increased competition. Banks hadreceived significant consumer mortgage fee income asa result of activity in mortgage and refinance markets.As initial home purchasing and refinancing activitysubsided as a result of increasing interest rates andother factors, this income diminished. Economicconditions in the real estate markets have deterioratedand have had a substantial negative effect upon banksbecause they generally have a portion of their assetsinvested in loans secured by real estate.

Banks and their holding companies are subject toextensive federal regulation and, when such institutionsare state-chartered, to state regulation as well. Suchregulations impose strict capital requirements and

limitations on the nature and extent of businessactivities that banks may pursue. Furthermore, bankregulators have a wide range of discretion in connectionwith their supervisory and enforcement authority andmay substantially restrict the permissible activities of aparticular institution if deemed to pose significant risksto the soundness of such institution or the safety of thefederal deposit insurance fund. Regulatory actions,such as increases in the minimum capital requirementsapplicable to banks and increases in deposit insurancepremiums required to be paid by banks and thrifts tothe Federal Deposit Insurance Corporation (“FDIC”), cannegatively impact earnings and the ability of a companyto pay dividends. Neither federal insurance of depositsnor governmental regulations, however, insures thesolvency or profitability of banks or their holdingcompanies, or insures against any risk of investment inthe securities issued by such institutions.

The statutory requirements applicable to, andregulatory supervision of, banks and their holdingcompanies have increased significantly and haveundergone substantial change in the past. To a greatextent, these changes are embodied in the FinancialInstitutions Reform, Recovery and Enforcement Act,enacted in August 1989; the Federal Deposit InsuranceCorporation Improvement Act of 1991, and theregulations promulgated under these laws. The impactof these laws on the business, financial condition andprospects of the Securities in the Portfolio cannot bepredicted with certainty. The Gramm-Leach-Bliley Actfinancial services overhaul legislation allows banks,securities firms and insurance companies to formone-stop financial conglomerates marketing a widerange of financial service products to investors andpermits new entrants to offer various financial products.This legislation has resulted in increased merger activityand heightened competition among existing and newparticipants in the field. Technological advances such asthe Internet allow these nontraditional lending sourcesto cut overhead and permit the more efficient use ofcustomer data. Banks continue to face tremendouspressure from mutual funds, brokerage firms and otherfinancial service providers in the competition to furnishservices that were traditionally offered by banks.

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Legislation to liberalize interstate banking has recentlybeen signed into law. Under the legislation, banks willbe able to purchase or establish subsidiary banks in anystate, one year after the legislation’s enactment. Sincemid-1997, banks have been allowed to turn existingbanks into branches. Consolidation is likely to continue.The Securities and Exchange Commission (“SEC”) andthe Financial Accounting Standards Board require theexpanded use of market value accounting by banksand have imposed rules requiring market accounting forinvestment securities held in trading accounts oravailable for sale. Adoption of additional such rules mayresult in increased volatility in the reported health of theindustry, and mandated regulatory intervention tocorrect such problems. Additional legislative andregulatory changes may be forthcoming. For example,the bank regulatory authorit ies have proposedsubstantial changes to the Community ReinvestmentAct and fair lending laws, rules and regulations, andthere can be no certainty as to the effect, if any, thatsuch changes would have on the Securities in thePortfolio. In addition, from time to time the depositinsurance system is reviewed by Congress and federalregulators, and proposed reforms of that system could,among other things, further restrict the ways in whichdeposited moneys can be used by banks or reduce thedollar amount or number of deposits insured for anydepositor. Such reforms could reduce profitability, asinvestment opportunities available to bank institutionsbecome more limited and as consumers look forsavings vehicles other than bank deposits. Banks facesignificant competition from other financial institutionssuch as mutual funds, credit unions, mortgage bankingcompanies and insurance companies, and increasedcompetition may result from legislative broadening ofregional and national interstate banking powers. Amongother benefits, such legislation allows banks and bankholding companies to acquire across previouslyprohibited state lines and to consolidate their variousbank subsidiaries into one unit. Neither the Sponsor northe Underwriter makes any prediction as to what, if any,manner of bank regulatory actions might ultimately beadopted or what ultimate effect such actions mighthave on the Portfolio.

The Federal Bank Holding Company Act of 1956generally prohibits a bank holding company from (1)acquiring, directly or indirectly, more than 5% of theoutstanding shares of any class of voting securities of abank or bank holding company, (2) acquiring control ofa bank or another bank holding company, (3) acquiringall or substantially all the assets of a bank, or (4)merging or consolidating with another bank holdingcompany, without first obtaining Federal Reserve Board(“FRB”) approval. In considering an application withrespect to any such transaction, the FRB is required toconsider a variety of factors, including the potentialanti-competitive effects of the transaction, the financialcondition and future prospects of the combining andresulting institutions, the managerial resources of theresulting institution, the convenience and needs of thecommunities the combined organization would serve,the record of performance of each combiningorganization under the Community Reinvestment Actand the Equal Credit Opportunity Act, and theprospective availability to the FRB of informationappropriate to determine ongoing regulatorycompliance with applicable banking laws. In addition,the federal Change In Bank Control Act and variousstate laws impose limitations on the ability of one ormore individuals or other entities to acquire control ofbanks or bank holding companies.

The FRB has issued a policy statement on thepayment of cash dividends by bank holding companies.In the policy statement, the FRB expressed its view thata bank holding company experiencing earningsweaknesses should not pay cash dividends whichexceed its net income or which could only be funded inways that would weaken its financial health, such as byborrowing. The FRB also may impose limitations on thepayment of dividends as a condition to its approval ofcertain applications, including applications for approvalof mergers and acquisitions. Neither the Sponsor northe Underwriter makes any prediction as to the effect, ifany, such laws will have on the Securities or whethersuch approvals, if necessary, will be obtained.

Companies engaged in the investment managementindustry are subject to the adverse effects of economicrecession, volatile interest rates, and competition from

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new entrants in their fields of business. Adversechanges in the direction of the stock market, investorconfidence, equity transaction volume, the level anddirection of interest rates and the outlook of emergingmarkets could adversely affect the financial stability, aswell as the stock prices, of these companies.Additionally, competitive pressures, including increasedcompetition with new and existing competitors, theongoing commoditization of traditional businesses andthe need for increased capital expenditures on newtechnology could adversely impact the profit margins ofcompanies in the investment management andbrokerage industries. Companies involved in theinvestment management industry are also subject toextensive regulation by government agencies andself-regulatory organizations, and changes in laws,regulations or rules, or in the interpretation of such laws,regulations and rules could adversely affect the stockprices of such companies.

Companies involved in the insurance, reinsuranceand risk management industry underwrite, sell ordistribute property, casualty and business insurance.Many factors affect insurance, reinsurance and riskmanagement company profits, including but not limitedto interest rate movements, the imposition of premiumrate caps, a misapprehension of the risks involved ingiven underwritings, competition and pressure tocompete globally, weather catastrophes or otherdisasters and the effects of client mergers. Individualcompanies may be exposed to material risks includingreserve inadequacy and the inability to collect fromreinsurance carriers. Insurance companies are subjectto extensive governmental regulation, including theimposition of maximum rate levels, which may not beadequate for some lines of business. Proposed orpotential tax law changes may also adversely affectinsurance companies’ policy sales, tax obligations andprofitability. In addition to the foregoing, profit margins ofthese companies continue to shrink due to thecommodit izat ion of tradit ional businesses, newcompetitors, capital expenditures on new technologyand the pressure to compete globally.

In addit ion to the normal r isks of business,companies involved in the insurance and r isk

management industry are subject to significant riskfactors, including those applicable to regulatedinsurance companies, such as:

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

• the fact that insurance companies haveexperienced, and can be expected in the futureto experience, catastrophic losses, which couldhave a material adverse impact on their financialconditions, results of operations and cash flow;

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

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

• the extensive regulation and supervision towhich insurance companies are subject, andvarious regulatory and other legal actions;

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

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

The state insurance regulatory framework has, duringrecent years, come under increased federal scrutiny,and certain state legislatures have considered orenacted laws that alter and, in many cases, increasestate authority to regulate insurance companies andinsurance holding company systems. Further, the

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National Association of Insurance Commissioners(“NAIC”) and state insurance regulators arere-examining existing laws and regulations, specificallyfocusing on insurance companies, interpretations ofexisting laws and the development of new laws. Inaddition, Congress and certain federal agencies haveinvestigated the condition of the insurance industry inthe United States to determine whether to promulgateadditional federal regulation. The Sponsor is unable topredict whether any state or federal legislation will beenacted to change the nature or scope of regulation ofthe insurance industry, or what effect, if any, suchlegislation would have on the industry.

All insurance companies are subject to state lawsand regulations that require diversification of theirinvestment portfol ios and l imit the amount ofinvestments in certain investment categories. Failure tocomply with these laws and regulations would causenon-conforming investments to be treated asnon-admitted assets for purposes of measuringstatutory surplus and, in some instances, would requiredivestiture.

Industrials Issuers. Your Portfolio may investsignificantly in industrials and related companies. Generalrisks of industrials companies include the general state ofthe economy, intense competition, consolidation,domestic and international politics, excess capacity andconsumer spending trends. In addition, capital goodscompanies may also be significantly affected by overallcapital spending levels, economic cycles, technicalobsolescence, delays in modernization, limitations onsupply of key materials, labor relations, governmentregulations, government contracts and e-commerceinitiatives. Furthermore, certain companies involved in theindustry have also faced scrutiny for alleged accountingirregularities that may have led to the overstatement oftheir financial results, and other companies in the industrymay face similar scrutiny.

Industrials companies may also be affected byfactors more specific to their individual industries.Industrial machinery manufacturers may be subject todeclines in commercial and consumer demand and theneed for modernization. Aerospace and defensecompanies may be influenced by decreased demand

for new equipment, aircraft order cancellations,disputes over or ability to obtain or retain governmentcontracts, labor disputes or changes in governmentbudget priorities, changes in aircraft-leasing contractsand cutbacks in profitable business travel. The numberof housing starts, levels of public and non-residentialconstruction including weakening demand for newoffice and retail space, and overall constructionspending may adversely affect construction equipmentmanufacturers.

Small-Cap Companies. While historically small-cap company stocks have outperformed the stocks oflarge companies, the former have customarily involvedmore investment risk as well. Small-cap companies mayhave l imited product l ines, markets or f inancialresources; may lack management depth or experience;and may be more vulnerable to adverse general marketor economic developments than large companies.Some of these companies may distribute, sell orproduce products which have recently been brought tomarket and may be dependent on key personnel.

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

Liquidity. Whether or not the stocks in the Portfolioare listed on a stock exchange, the stocks may delistfrom 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 stocks. We cannot guarantee thatdealers will maintain a market or that any market will beliquid. The value of the stocks could fall if tradingmarkets are limited or absent.

Additional Units. The Sponsor may createadditional Units of the Portfolio by depositing into the

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

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

SPONSOR INFORMATIONVan Kampen Funds Inc. is the Sponsor of 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 more thanthree million retail investor accounts, has extensivecapabilities for managing institutional portfolios and hasmore than $103 bil l ion under management orsupervision as of March 31, 2010. Van KampenInvestments is an indirect wholly owned subsidiary ofMorgan Stanley & Co. Incorporated (“Morgan Stanley”),a preeminent global financial services firm that providesa wide range of investment banking, securit ies,investment management and wealth managementservices. On October 19, 2009, Morgan Stanleyannounced that it had reached a definitive agreement tosell its retail asset management business to Invesco Ltd.The transaction (“Transaction”) includes a sale of the unitinvestment trust business, including the Sponsor. TheTransaction is subject to certain approvals and otherconditions to closing, and is currently expected to closein mid-2010. The Sponsor’s principal office is located at522 Fifth Avenue, New York, New York 10036. As ofDecember 31, 2009, the total stockholders’ equity ofVan Kampen Funds Inc. was $161,397,932 (unaudited).(This paragraph relates only to the Sponsor and not tothe Portfolio or to any other Series thereof. Theinformation is included herein only for the purpose ofinforming investors as to the financial responsibility of the

Sponsor and its ability to carry out its contractualobligations. More detailed financial information will bemade available by the Sponsor upon request).

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable 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 numberof Units of the Portfolio held by, every Unitholder. Suchbooks and records shall be open to inspection by anyUnitholder at all reasonable times during the usual

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

Under the Trust Agreement, the Trustee or anysuccessor trustee may resign and be discharged of itsresponsibilities created by the Trust Agreement byexecuting an instrument in writing and filing the samewith the Sponsor. The Trustee or successor trusteemust mail a copy of the notice of resignation to allUnitholders then of record, not less than 60 days beforethe date specified in such notice when such resignationis to take effect. The Sponsor upon receiving notice ofsuch resignation is obligated to appoint a successortrustee promptly. I f , upon such resignation, nosuccessor trustee has been appointed and hasaccepted the appointment within 30 days afternotification, the retiring Trustee may apply to a court ofcompetent jurisdiction for the appointment of asuccessor. The Sponsor may remove the Trustee andappoint a successor trustee as provided in the TrustAgreement at any time with or without cause. Notice ofsuch removal and appointment shall be mailed to eachUnitholder by the Sponsor. Upon execution of a writtenacceptance of such appointment by such successortrustee, all the rights, powers, duties and obligations ofthe original trustee shall vest in the successor. Theresignation or removal of a Trustee becomes effectiveonly when the successor trustee accepts itsappointment as such or when a court of competentjurisdiction appoints a successor trustee.

Any corporation into which a Trustee may be mergedor with which it may be consolidated, or any corporationresulting from any merger or consolidation to which aTrustee shall be a party, shall be the successor trustee.The Trustee must be a banking corporation organizedunder the laws of the United States or any state andhaving at all times an aggregate capital, surplus andundivided profits of not less than $5,000,000.

TAXATIONThe prospectus contains a discussion of certain U.S.

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

The federal income tax summary below and in theprospectus is based in part on the advice of counsel tothe Portfolio. The Internal Revenue Service coulddisagree with any conclusions set forth in thesediscussions. In addition, our counsel was not asked toreview, and has not reached a conclusion with respectto the federal income tax treatment of the assets to beheld by the Portfolio.

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

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

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than 5% of the value of the Portfolio’s total assets andnot greater than 10% of the outstanding votingsecurities of such issuer, and (ii) not more than 25% ofthe value of its total assets is invested in the securities(other than U.S. government securities or the securitiesof other regulated investment companies) of any oneissuer, or two or more issuers which the Portfoliocontrols (by owning 20% or more of the issuer’soutstanding voting securities) and which are engaged inthe same, similar or related trades or businesses, or thesecurities of qualified publicly traded partnerships; and(c) distribute at least 90% of its investment companytaxable income (which includes, among other items,dividends, interest and net short-term capital gains inexcess of net long-term capital losses but excludes netcapital gain, i f any) and at least 90% of its nettax-exempt interest income, if any, each taxable year.

As a regulated investment company, the Portfoliogenerally will not be subject to U.S. federal income taxon its investment company taxable income (as that termis defined in the Code, but without regard to thededuction for dividends paid) and net capital gain (theexcess of net long-term capital gain over net short-termcapital loss), if any, that it distributes to Unitholders.Your Portfolio intends to distribute to its Unitholders, atleast annually, substantial ly al l of its investmentcompany taxable income and net capital gain. If thePortfolio retains any net capital gain or investmentcompany taxable income, it will generally be subject tofederal income tax at regular corporate rates on theamount retained. In addition, amounts not distributedon a timely 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 in

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

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

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

If your Portfolio holds an equity interest in any“passive foreign investment companies” (“PFICs”),which are generally certain foreign corporations that

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

PORTFOLIO TERMINATIONThe Portfolio may be liquidated at any time by

consent of Unitholders representing 66 2/3% of theUnits of such Portfolio then outstanding or by theTrustee when the value of the Securities owned by thePortfolio, as shown by any evaluation, is less than$500,000 ($3,000,000 if the value of the Portfolio hasexceeded $15,000,000). The Portfolio will be liquidatedby the Trustee in the event that a sufficient number ofUnits of such Portfolio not yet sold are tendered forredemption by the Sponsor, so that the net worth ofsuch Portfolio would be reduced to less than 40% ofthe value of the Securities at the time they weredeposited in such Portfolio. If the Portfolio is liquidatedbecause of the redemption of unsold Units by theSponsor, the Sponsor will refund to each purchaser ofUnits the entire sales charge paid by such purchaser.The Trust Agreement will terminate upon the sale orother disposition of the last Security held thereunder,

but in no event will it continue beyond the MandatoryTermination Date.

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

The Sponsor may, but is not obligated to, offer forsale units of a subsequent series of the 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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