VAN KAMPEN FOCUS PORTFOLIOS SERIES 265
497, 2001-01-16
Previous: CWMBS INC RESIDENTIAL ASSET SC TR 2000-A6, 8-K, EX-99.1466, 2001-01-16
Next: VAN KAMPEN FOCUS PORTFOLIOS SERIES 271, 487, 2001-01-16




                                   VAN KAMPEN
                              FOCUS PORTFOLIOS(SM)
                       A DIVISION OF VAN KAMPEN FUNDS INC.


VAN KAMPEN LIFE PORTFOLIOS, BANDWIDTH
   & TELECOMMUNICATIONS SERIES 1

VAN KAMPEN LIFE PORTFOLIOS,
   BIOTECHNOLOGY & PHARMACEUTICAL
   SERIES 1

VAN KAMPEN LIFE PORTFOLIOS, INTERNET
   SERIES 1

VAN KAMPEN LIFE PORTFOLIOS, MORGAN
   STANLEY HIGH-TECHNOLOGY 35 INDEXSM
   SERIES 1

VAN KAMPEN LIFE PORTFOLIOS, MORGAN
   STANLEY U.S. MULTINATIONAL 50 INDEXSM
   SERIES 1

--------------------------------------------------------------------------------

   Van Kampen Focus Portfolios, Series 265 includes the unit investment trusts
described above (the "Portfolios"). Each Portfolio seeks capital appreciation by
investing in a diversified portfolio of stocks. Of course, no one can guarantee
that a Portfolio will achieve its objective. Units are offered only to separate
accounts to fund benefits under variable annuity contracts issued by insurance
companies (the "Accounts"). The Accounts will invest in Units in accordance with
allocation instructions received from owners of the variable annuity contracts
("Contract Owners"). Accordingly, the interests of a Contract Owner in the Units
are subject to the terms of their contract with the insurance company. The
rights of the Accounts as Unitholders should be distinguished from the rights of
a Contract Owner.



                                JANUARY 12, 2001


       YOU SHOULD READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE.

--------------------------------------------------------------------------------

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

               Any contrary representation is a criminal offense.



                   SUMMARY OF ESSENTIAL FINANCIAL INFORMATION
                                JANUARY 12, 2001


<TABLE>
<CAPTION>


PORTFOLIO INFORMATION


                           BANDWIDTH          BIOTECHNOLOGY
                          & TELECOM-                &                                    HIGH-TECH         MULTINATIONAL
                          MUNICATIONS        PHARMACEUTICAL         INTERNET             35 INDEX            50 INDEX
                           PORTFOLIO            PORTFOLIO           PORTFOLIO            PORTFOLIO           PORTFOLIO
                       ----------------     ----------------    ----------------     ----------------    ----------------
Initial Public Offering
<S>                    <C>                 <C>                  <C>                 <C>                  <C>
   Price per Unit (1)  $          10.00    $           10.00    $          10.00    $           10.00    $         10.00
Initial Units (2)                13,098               12,486              13,164               12,826             12,574
Aggregate Initial Value
   of Securities (3)   $        130,978    $         124,852    $        131,640    $         128,258    $       125,736
Estimated Initial
   Distribution
   per Unit (4)        $           0.01    $            0.01                 N/A                  N/A    $          0.04
Estimated Annual
   Dividends
   per Unit (4)        $        0.02703    $         0.04545    $        0.00344    $         0.01734    $       0.11110
Redemption Price
   per Unit (5)        $          10.00    $           10.00    $          10.00    $           10.00    $         10.00
Mandatory
   Termination Date         May 1, 2003          May 1, 2003         May 1, 2003          May 1, 2003        May 1, 2003

</TABLE>

GENERAL INFORMATION
Initial Date of Deposit          January 12, 2001
Record Dates                     June 10 and December 10
Distribution Dates               June 25 and December 25



--------------------------------------------------------------------------------
(1)  Unitholders will bear all or a portion of the expenses incurred in
     organizing and offering each Portfolio. These costs include the cost of
     preparation and printing of the trust agreement, registration statement and
     other documents relating to a Portfolio, federal and state registration
     fees and costs, initial fees and and expenses of the Custodian and
     Administrator, and legal and auditing expenses. The Public Offering Price
     per Unit includes the estimated amount of these costs. The Custodian will
     deduct these expenses from each Portfolio at the end of the initial
     offering period or after six months, whichever is earlier. The estimated
     amount for each Portfolio is described on the next page. The Public
     Offering Price per Unit will also include any accumulated dividends or cash
     in the Income or Capital Accounts.

(2)  At the close of the New York Stock Exchange on the Initial Date of Deposit,
     the number of Units may be adjusted so that the public offering price per
     Unit equals $10. The number of Units and fractional interest of each Unit
     in a Portfolio will increase or decrease to the extent of any adjustment.

(3)  Each Security is valued at the most recent closing sale price as of the
     close of the New York Stock Exchange on the business day before the Initial
     Date of Deposit.

(4)  This estimate is based on the most recently declared quarterly dividends or
     interim and final dividends accounting for any foreign withholding taxes.
     Actual dividends may vary due to a variety of factors. See "Risk Factors".

(5)  The redemption price includes the estimated organizational and offering
     costs. The redemption price will not include these costs after the initial
     offering period or after six months, whichever is earlier. See "Rights of
     Unitholders--Redemption of Units".




<TABLE>
<CAPTION>


FEE TABLE

                                      BANDWIDTH &     BIOTECHNOLOGY                                           MULTI-
                                       TELECOM-             &                               HIGH-TECH        NATIONAL
                                      MUNICATIONS    PHARMACEUTICAL       INTERNET          35 INDEX         50 INDEX
                                       PORTFOLIO        PORTFOLIO         PORTFOLIO         PORTFOLIO        PORTFOLIO
                                     -------------    -------------     -------------     -------------    -------------
TRANSACTION FEES
    (AS A % OF OFFERING PRICE)
<S>                                          <C>               <C>              <C>              <C>               <C>
Initial sales charge..............           0.00%             0.00%            0.00%            0.00%             0.00%
Maximum deferred sales
    charge over life (1)..........           1.38%             1.38%            1.38%            1.16%             1.16%
                                     -------------    -------------     -------------     -------------    -------------
Maximum sales charge (1)..........           1.38%             1.38%            1.38%            1.16%             1.16%
                                     =============    =============     =============     =============    =============

ESTIMATED ORGANIZATION
    COSTS PER UNIT (2)(3).........  $        0.009   $         0.009   $        0.009   $        0.009    $        0.009
                                     =============    =============     =============     =============    =============

ESTIMATED ANNUAL
    EXPENSES PER UNIT (3)

Custodian's Fee and
    Operating Expenses............  $        0.012   $         0.012   $        0.012   $        0.012    $        0.012
Administrator's Fee...............  $        0.035   $         0.035   $        0.035   $        0.035    $        0.035
Supervisory and
    Evaluation Fees...............  $        0.005   $         0.005   $        0.005   $        0.005    $        0.005
                                     -------------    -------------     -------------     -------------    -------------
Estimated Total Annual
    Expenses per Unit.............  $        0.052   $         0.052   $        0.052   $        0.052    $        0.052
                                     =============    =============     =============     =============    =============

ESTIMATED COSTS OVER TIME

One Year..........................  $           12   $            12   $           12   $           11    $           11
21 1/43 Years
    (life of Portfolio)...........  $           27   $            27   $           27   $           25    $           25
</TABLE>


   This fee table is intended to assist in understanding the costs that the
Accounts, and, indirectly, Contract Owners will bear and to present a comparison
of fees. The "Estimated Costs Over Time" example illustrates the expenses an
investor would pay on a $1,000 investment assuming a 5% annual return and
redemption at the end of each period. This example assumes that all
distributions are reinvested at the end of each year. Of course, this example is
not a representation of actual past or future expenses or annual rate of return
which may differ from those assumed for this example. The expenses are described
under "Portfolio Operating Expenses". Contract Owners that invest in the Units
should refer to the Account prospectus for a description of fees and expenses.
The table and example above do not reflect deductions at the separate account
level or contract level for any charges that may be incurred under a contract.

--------------------------------------------------------------------------------
(1)  The deferred sales charge is actually equal to $0.06 per Unit annually for
     the Bandwidth & Telecommunications, Biotechnology & Pharmaceutical and
     Internet Portfolios. The deferred sales charge is actually equal to $0.05
     per Unit annually for the High-Tech 35 Index and Multinational 50 Index
     Portfolios. The deferred sales charge accrues daily over the life of each
     Portfolio and each Portfolio pays a proportionate amount of this charge to
     the Sponsor on the 10th day of each month. An Account will only pay the
     deferred sales charge while it is a Unitholder of record in a Portfolio. An
     Account will not pay any remaining unaccrued amount of the deferred sales
     charge at the time of any Unit redemption. As a result, the figures above
     illustrate the maximum deferred sales charge that an Account could pay, as
     a percentage of the initial offering price of Units, if the Account
     purchased Units at the time a Portfolio was created and held the Units
     until termination of the Portfolio. These amounts could exceed the
     percentages above if the public offering price per Unit falls below $10 and
     could be less than the percentages above if the public offering price per
     Unit exceeds $10.

(2)  Unitholders will bear all or a portion of the expenses incurred in
     organizing and offering their Portfolio. The Custodian will deduct the
     actual amount of these expenses from each Portfolio at the end of the
     initial offering period or after six months, if earlier.

(3)  If actual organization costs and annual expenses exceed $0.10 per Unit in
     any year, the Sponsor will voluntarily pay any excess at its own expense.



BANDWIDTH & TELECOMMUNICATIONS PORTFOLIO
   The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of common stocks of companies diversified within the communications
industry. Technological advancements have made it possible for people to
communicate in ways that were not possible in the past. We designed the
Portfolio to benefit from companies leading in these advancements. Cellular
phones, the Internet, e-mail and personal pagers have rapidly changed the way
people communicate.

   Bandwidth measures the connection that links data from one place to another.
With the popularity of the telecommunications and internet sectors increasing,
the demand to send data over these connections is increasing. Greater bandwidth
makes it possible for these industries to operate by passing digital signals
through a medium such as glass fibers at higher capacities. The greater the
bandwidth, the greater the information carrying capacity.


     o    The market for fiber optic components was $6.6 billion in 1999 and is
          growing at a rate of more than 40% annually. (Standard & Poor's
          Monthly Investment Review, October, 2000)

     o    The Strategis Group estimates that broadband fixed wireless equipment
          sales may grow 65% annually, from $443 million in 2000 to $5.4 billion
          in 2004. (Technology Investor, December, 2000)

     o    Some analysts feel that the telecommunication industry is in the
          initial phases of a sea of change as it makes the transition from
          circuit-based switching equipment to optical-networking devices.
          (Business Week, October 26, 2000)

     o    The volume of Internet traffic is currently doubling every 100 days.
          If this trend continues, the total volume of data carried over the
          world's telecommunications infrastructure will exceed that of voice by
          2002. (Source: PricewaterhouseCoopers Technology Center; A.D. Little).


   There is no assurance that these trends will continue or that expectations
will actually occur. If these trends do not continue or if current expectations
are not realized, this investment could be adversely affected. Of course, we
cannot guarantee that the Portfolio will achieve its objective. The value of
Units may fall below the price paid for the Units. Contract Owners should read
the "Risk Factors" section before they invest.



<TABLE>
<CAPTION>


PORTFOLIO
--------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------          ------------
<S>             <C>                                        <C>                        <C>          <C>
                AEROSPACE & DEFENSE
        112       Aeroflex, Inc.                            $      24.813              0.00%        $    2,779.00
                COMPUTER COMMUNICATIONS
         43       Brocade Communications Systems, Inc.             89.813              0.00              3,861.94
        305       CacheFlow, Inc.                                  14.125              0.00              4,308.13
        141       Cisco Systems, Inc.                              39.125              0.00              5,516.63
         87       Extreme  Networks, Inc.                          43.188              0.00              3,757.31
         30       Juniper Networks, Inc.                          132.313              0.00              3,969.38
         83       Redback Networks, Inc.                           48.250              0.00              4,004.75
                COMPUTER PROCESSING HARDWARE
        146       Palm, Inc.                                       26.063              0.00              3,805.13
        124       Sun Microsystems, Inc.                           31.875              0.00              3,952.50
                COMPUTER PERIPHERALS
         73       EMC Corporation                                  73.125              0.00              5,338.13
                ELECTRONIC EQUIPMENT/INSTRUMENTS
         54       JDS Uniphase Corporation                         49.375              0.00              2,666.25
         32       Newport Corporation                              85.563              0.02              2,738.00
                INTERNET SOFTWARE/SERVICES
         63       BEA Systems, Inc.                                61.250              0.00              3,858.75
         48       VeriSign, Inc.                                   87.625              0.00              4,206.00
                MAJOR TELECOMMUNICATIONS
         84       BellSouth Corporation                            43.875              1.73              3,685.50
+       114       Deutsche Telekom AG                              33.563              1.10              3,826.13
         72       SBC Communications, Inc.                         52.375              1.94              3,771.00
         66       Verizon Communications                           55.750              2.76              3,679.50
                PACKAGED SOFTWARE
+        40       Check Point Software Technologies, Inc.         124.438              0.00              4,977.50
                SEMICONDUCTORS
         77       Analog Devices, Inc.                             51.938              0.00              3,999.19
         56       Applied Micro Circuits Corporation               70.938              0.00              3,972.50
         15       SDL, Inc.                                       180.000              0.00              2,700.00
                SPECIALTY TELECOMMUNICATIONS
         53       Level 3 Communications, Inc.                     47.500              0.00              2,517.50
         80       Qwest Communications International, Inc.         47.500              0.00              3,800.00
                TELECOMMUNICATIONS EQUIPMENT
         62       CIENA Corporation                                83.563              0.00              5,180.88
         35       Comverse Technology, Inc.                       110.875              0.00              3,880.63
+       156       Nokia Oyj                                        42.000              0.39              6,552.00
+       202       Nortel Networks Corporation                      34.063              0.19              6,880.63
        162       ONI Systems Corporation                          34.938              0.00              5,659.88
         85       QUALCOMM, Inc.                                   70.688              0.00              6,008.44
                WIRELESS TELECOMMUNICATIONS
+       148       Vodafone Group Plc                               34.625              0.58              5,124.50
 ----------                                                                                          ------------
      2,848                                                                                         $  130,977.68
 ==========                                                                                          ============


See "Notes to Portfolios".
</TABLE>


BIOTECHNOLOGY & PHARMACEUTICAL PORTFOLIO
   The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of stocks of companies diversified within the biotechnology and
pharmaceuticals industries. Van Kampen designed the Portfolio to benefit from
companies that are positioned for growth in these industries. Biotechnology and
pharmaceuticals have increased the length and quality of life for millions of
people. The Biotechnology Industry Organization estimates that in the last 25
years over 80 biotech drugs and vaccines have helped more than 200 million
people worldwide over the last 25 years. Biotechnology also appears to be
revolutionizing other areas such as medical diagnostics, agriculture,
agriculture, forensics and environmental cleanup and preservation.
   The pharmaceutical industry is highly developed in the United States where
demand for many drugs appears to remain constant. However, worldwide drug sales
may have the potential for increased demand. Factors that could potentially
contribute to the growth of this industry include discoveries in drug design and
molecular biology, more favorable treatment by the Food and Drug Administration
in drug reviews, and accelerated demand for drugs in Third World countries.
   Two worldwide trends appear to be providing growth potential for the
biotechnology and pharmaceutical industries: the aging of the baby boom
generation and an increase in life expectancy. The World Health Organization
estimates that the over-60 age population could rise globally from 593 million
in 1999 to over two billion by 2050. Developments in biotechnology and
pharmaceuticals that target major ailments of the elderly may cause growth in
these sectors in the years ahead. Consider these factors:

     o    The U.S. pharmaceutical industry appears to be one of the healthiest
          and highest margined industries in the country.

     o    Positive long-term fundamentals for the health care industry include
          expanding global demand for quality health care; an aging population;
          and rising research and development outlays, which could lead to new
          diagnostic and therapeutic products.

     o    The pharmaceutical industry could continue to benefit from a more
          industry-friendly regulatory environment, as the Federal Drug
          Administration appears to be committed to streamlining and making more
          efficient the overall new drug approval process. (Source: Standard &
          Poor's Monthly Investment Review, November 2000.)


   Hypothetical annual total returns for the Standard & Poor's (S&P)
Pharmaceutical Index, S&P 500 Index and Nasdaq Biotechnology Index are shown in
the following table:

                   S&P             S&P          NASDAQ
             PHARMACEUTICAL        500       BIOTECHNOLOGY
                  INDEX           INDEX          INDEX
             --------------     ---------    ------------
     1994         16.43%         1.28%         (18.44%)
     1995         59.22         37.11           88.54
     1996         24.09         22.68           (0.33)
     1997         50.27         33.10           (0.07)
     1998         47.26         28.58           44.28
     1999        (11.56)        20.89          101.64
     2000         33.89         (9.10)          22.99


     This is not the past performance of any Portfolio or a previous series of
any Portfolio and does not indicate the future performance of any Portfolio. The
total returns do not reflect Portfolio fees or expenses. Source: FactSet
Research Systems, Inc.
   There is no assurance that these trends will continue or that expectations
will actually occur. This investment could be adversely affected if these trends
do not continue or if current expectations are not realized. Of course, we
cannot guarantee that the Portfolio will achieve its objective. The value of
Units may fall below the price paid for the Units. Contract Owners should read
the "Risk Factors" section before they invest.


<TABLE>
<CAPTION>


PORTFOLIO
--------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                BIOTECHNOLOGY
         94       Abgenix, Inc.                             $      42.063              0.00%        $    3,953.88
         62       Amgen, Inc.                                      60.688              0.00              3,762.63
        157       Celgene Corporation                              25.375              0.00              3,983.88
        107       COR Therapeutics, Inc.                           35.438              0.00              3,791.81
         88       Genentech, Inc.                                  66.875              0.00              5,885.00
         43       Genzyme Corporation                              83.250              0.00              3,579.75
        110       Human Genome Sciences, Inc.                      57.750              0.00              6,352.50
         38       IDEC Pharmaceuticals Corporation                165.063              0.00              6,272.38
        127       Millennium Pharmaceuticals, Inc.                 47.375              0.00              6,016.63
                MEDICAL SPECIALTIES
        154       ALZA Corporation                                 36.250              0.00              5,582.50
         79       Applera Corporation - Applied
                    Biosystems Group                               76.688              0.22              6,058.31
         69       Baxter International, Inc.                       84.625              1.38              5,839.13
                PHARMACEUTICALS
        138       Abbott Laboratories, Inc.                        42.063              1.81              5,804.63
         69       Allergan, Inc.                                   85.063              0.38              5,869.31
+        99       Biovail Corporation                              37.490              0.00              3,711.51
         58       Bristol-Myers Squibb Company                     64.500              1.71              3,741.00
         49       Forest Laboratories, Inc.                       118.250              0.00              5,794.25
        178       IVAX Corporation                                 33.010              0.00              5,875.78
         39       Johnson & Johnson                                92.438              1.38              3,605.06
        148       King Pharmaceuticals, Inc.                       38.375              0.00              5,679.50
         72       Merck & Company                                  81.625              1.67              5,877.00
        142       Pfizer, Inc.                                     41.000              1.07              5,822.00
        108       Pharmacia Corporation                            54.938              0.87              5,933.25
+       101       Teva Pharmaceutical Industries, Ltd.             60.000              0.34              6,060.00
 ----------                                                                                          ------------
      2,329                                                                                         $  124,851.69
 ==========                                                                                          ============


See "Notes to Portfolios".
</TABLE>



INTERNET PORTFOLIO

   The Portfolio seeks to increase the value of Units over time by investing in
a portfolio of common stocks of companies primarily involved in the enabling
technology or communication services areas of the Internet. These companies may
include Internet access providers, companies that provide bandwidth and
communications services and equipment, companies that provide software to
"business-to-business" and "business-to-consumer" electronic commerce companies,
electronic commerce companies, technology hardware manufacturers, companies that
provide power supply equipment, companies that software security systems,
companies that operate Internet "portal" sites, Internet content providers,
technology service companies, companies that develop and provide data storage,
and wireless communication companies.
   The Internet is an electronic communications network that connects computer
networks and organizational computer facilities around the world. With a
computer and access to the Internet you are connected to the world. You can
gather information, have a conversation, conduct research, make a reservation,
conduct business or pay a bill. This Portfolio may offer the potential to
benefit from one of the latest technological innovations. The use of
Internet-based applications has increased workers' productivity in part by
enabling employees to share information and ideas with the rest of the company
almost instantly. Additionally, the Internet is providing the means to establish
a national or global presence without having to establish physical
infrastructure. Van Kampen believes that recent trends may suggest growth
potential within the Internet industry, such as:

     o    If current trends continue, more than half of all U.S. households
          could be connected to the Internet by the end of 2000, and more than
          half of all individuals could be using the Internet by the middle of
          2001. (U.S. Department of Commerce, October, 2000)


     o    Internet traffic appears to be doubling every three months and
          straining telephone networks. In response, telephone companies are
          installing high-speed optical technology that transmits data hundreds
          of times faster than the old networks. (BusinessWeek, October, 2000)

     o    The number of e-mails sent on an average day could rise to 10 billion
          worldwide in 2000. By 2005, this number could rise to 35 billion
          e-mails sent daily. (International Data Corporation, October, 2000)

     o    The e-mail marketing industry may be worth $4.5 billion by 2003,
          rising from an estimate of $1.1 billion for the year 2000. (eMarketer,
          October, 2000)

     o    Subscribers to high-bandwidth DSL connections could increase by 71% in
          2001 to 7.7 million. (Cahners In-Stat, October, 2000)

   Of course, we cannot guarantee that the Portfolio will achieve its objective.
The value of Units may fall below the price paid for the Units. Stocks of
internet-related companies have been subject to extreme price volatility and
speculative trading. Many Internet-related stocks have recently exhibited
above-average price appreciation during a period of a generally rising stock
market. No one can guarantee that this will continue or that the performance of
Internet stocks will replicate the performance exhibited in the past. This
Portfolio is appropriate for aggressive investors or as an aggressive growth
component of an investment portfolio. Contract Owners should read the "Risk
Factors" section before they invest.


<TABLE>
<CAPTION>


PORTFOLIO
--------------------------------------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                BANDWIDTH
         64       Analog Devices                            $      51.938              0.00%        $    3,324.00
         47       Applied Micro Circuits Corporation               70.938              0.00              3,334.06
         28       Broadcom Corporation                            115.813              0.00              3,242.75
         39       CIENA Corporation                                83.563              0.00              3,258.94
         89       Cisco Systems, Inc.                              39.125              0.00              3,482.13
         55       Corning, Inc.                                    59.000              0.41              3,245.00
         45       Enron Corporation                                69.438              0.72              3,124.69
         73       Extreme Networks, Inc.                           43.188              0.00              3,152.69
        224       Foundry Networks, Inc.                           15.313              0.00              3,430.00
         68       JDS Uniphase Corporation                         49.375              0.00              3,357.50
         25       Juniper Networks, Inc.                          132.313              0.00              3,307.81
         40       Newport Corporation                              85.563              0.02              3,422.50
+        99       Nortel Networks Corporation                      34.063              0.19              3,372.19
        103       ONI Systems Corporation                          34.938              0.00              3,598.56
         43       PMC-Sierra, Inc.                                 79.750              0.00              3,429.25
         70       Redback Networks, Inc.                           48.250              0.00              3,377.50
         19       SDL, Inc.                                       180.000              0.00              3,420.00
         78       Sycamore Networks, Inc.                          43.438              0.00              3,388.13
         60       Vitesse Semiconductor Corporation                54.500              0.00              3,270.00
                BUSINESS TO BUSINESS / BUSINESS TO CONSUMER
         75       Ariba, Inc.                                      43.313              0.00              3,248.44
        147       Art Technology Group, Inc.                       23.688              0.00              3,482.06
         53       BEA Systems, Inc.                                61.250              0.00              3,246.25
        207       BroadVision, Inc.                                15.063              0.00              3,117.94
        136       Commerce One, Inc.                               24.750              0.00              3,366.00
         63       i2 Technologies, Inc.                            50.813              0.00              3,201.19
        112       Interwoven, Inc.                                 29.125              0.00              3,262.00
         92       Oracle Corporation                               33.375              0.00              3,070.50
                HARDWARE
        122       Palm, Inc.                                       26.063              0.00              3,179.63
         63       Scientific-Atlanta, Inc.                         50.063              0.08              3,153.94
        104       Sun Microsystems, Inc.                           31.875              0.00              3,315.00
                SECURITY
+        25       Check Point Software Technologies, Limited      124.438              0.00              3,110.94
         40       VeriSign, Inc.                                   87.625              0.00              3,505.00
                SOFTWARE
         67       America Online, Inc.                             47.230              0.00              3,164.41
         49       Micromuse, Inc.                                  63.125              0.00              3,093.13
         85       Openwave Systems, Inc.                           39.813              0.00              3,384.06


<CAPTION>

PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                STORAGE
         36       Brocade Communications Systems, Inc.      $      89.813              0.00%        $    3,233.25
         45       EMC Corporation                                  73.125              0.00              3,290.63
        142       JNI Corporation                                  24.000              0.00              3,408.00
         34       VERITAS Software Corporation                     95.000              0.00              3,230.00
                WIRELESS
         43       QUALCOMM, Inc.                                   70.688              0.00              3,039.56
 ----------                                                                                          ------------
      3,009                                                                                         $  131,639.63
 ==========                                                                                          ============



See "Notes to Portfolios".
</TABLE>


MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEXSM PORTFOLIO

   The Portfolio seeks to provide capital appreciation through an investment in
a portfolio of the common stocks included in the Morgan Stanley High-Technology
35 IndexSM. In creating the index, the Morgan Stan ley Technology Research Group
sought to design a benchmark that provides broad industry representation of
equally-weighted, highly liquid, pure technology companies that is rebalanced
annually. Morgan Stanley set the index value to 200 as of the close of trading
on December 16, 1994. The American Stock Exchange computes the value of the
index in real-time during trading hours under the symbol "MSH". The index is the
exclusive property and is a service mark of Morgan Stanley.

   The index currently includes 35 pure technology companies representing the
full breadth of technology industry segments. These segments currently include
Computer and Business Services, Enterprise Software/Technical Software
(CAD/CAM), Internet and PC Software, Networking and Telecommunication Equipment,
Server Hardware, PC Hardware and Peripherals, Semiconductor Capital Equipment
and Semiconductors. The index attempts to include bellwether stocks that provide
a balanced representation of these sub-industries. The index includes only
electronics-based technology companies and excludes biotechnology, medical, test
and instrumentation companies. The index is an equal weighted index that
includes large and small industry bellwether stocks. The index seeks to minimize
the pitfalls of market capitalization indexes. Morgan Stanley believes that
market capitalization indexes fail to accommodate the wide range of market
capitalizations and revenue bases common to the technology industry.

   Hypothetical annual total returns for the Morgan Stanley High-Technology 35
Index, the Standard & Poor's 500 Index and the Standard & Poor's Technology
Index are shown in the following table.

                  HIGH-TECH        S&P          S&P
                  35 INDEX         500       TECHNOLOGY
                  ---------     --------     -----------
  1995               51.04%       37.11%       42.83%
  1996               21.59        22.68        41.37
  1997               17.08        33.10        26.09
  1998               95.67        28.58        72.95
  1999              110.87        20.89        75.10
  2000              (27.43)       (9.10)      (39.97)


   This is not the past performance of any Portfolio or a previous series of any
Portfolio and does not indicate the future performance of any Portfolio. The
performance figure for the High-Tech 35 Index does not reflect hypothetical
Portfolio fees and expenses.
   The Portfolio seeks to invest in substantially all of the stocks, in
substantially the same proportions, which comprise the index. Due to various
factors discussed below, there can be no assurance that this objective will be
met. An investment in Units should be made with an understanding that the
Portfolio includes payments of expenses which may not be considered in public
statements of the total return of the target index. The Sponsor will seek to
create an initial portfolio that substantially replicates the target index,
however, there can be no guarantee that this will be practicable. Precise
duplication of the relationship among the securities in the index may not be
achieved because it may be economically impracticable or impossible to acquire
very small numbers of shares of certain stocks and because of other procedural
policies of the Portfolio.


   Of course, we cannot guarantee that the Portfolio will achieve its objective.
The value of Units may fall below the price paid for the Units. Stocks of
technology companies have been subject to extreme price volatility and
speculative trading. Many technology stocks have recently exhibited
above-average price appreciation during a period of a generally rising stock
market. No one can guarantee that this will continue or that the performance of
technology stocks will replicate the performance exhibited in the past. This
Portfolio is appropriate for aggressive investors or as an aggressive growth
component of an investment portfolio. Contract Owners should read the "Risk
Factors" section before they invest.


<TABLE>
<CAPTION>

PORTFOLIO
--------------------------------------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                COMPUTER BUSINESS & SOFTWARE
         60       Automatic Data Processing, Inc.           $      60.563              0.68%        $    3,633.75
         63       Electronic Data Systems Corporation              54.375              1.10              3,425.63
                ELECTRONICS MANUFACTURING SERVICES
        128       Solectron Corporation                            38.550              0.00              4,934.40
                ENTERPRISE SOFTWARE/TECHNICAL SOFTWARE
        148       Computer Associates International, Inc.          28.625              0.28              4,236.50
        123       Oracle Corporation                               33.375              0.00              4,105.13
        297       Parametric Technology Corporation                16.688              0.00              4,956.19
         93       PeopleSoft, Inc.                                 51.125              0.00              4,754.63
                INTERNET & PC SOFTWARE
        157       Amazon.com, Inc.                                 17.063              0.00              2,678.81
         73       America Online, Inc.                             47.230              0.00              3,447.79
         98       Electronic Arts, Inc.                            35.500              0.00              3,479.00
         71       Intuit, Inc.                                     35.000              0.00              2,485.00
         73       Microsoft Corporation                            55.000              0.00              4,015.00
        110       Yahoo!, Inc.                                     25.938              0.00              2,853.13
                NETWORKING & TELECOMMUNICATIONS EQUIPMENT
         29       Broadcom Corporation                            115.813              0.00              3,358.56
         74       Cisco Systems, Inc.                              39.125              0.00              2,895.25
         61       JDS Uniphase Corporation                         49.375              0.00              3,011.88
         27       Juniper Networks, Inc.                          132.313              0.00              3,572.44
        202       Lucent Technologies, Inc.                        18.188              0.44              3,673.88
        188       Motorola, Inc.                                   22.125              0.72              4,159.50
+        91       Nortel Networks Corporation                      34.063              0.19              3,099.69
         68       Sycamore Networks, Inc.                          43.438              0.00              2,953.75
         57       Tellabs, Inc.                                    58.563              0.00              3,338.06
                PC HARDWARE & DATA STORAGE
        207       Compaq Computer Corporation                      19.110              0.52              3,955.77
        179       Dell Computer Corporation                        22.813              0.00              4,083.44
         80       Palm, Inc.                                       26.063              0.00              2,085.00
                SEMICONDUCTOR CAPITAL EQUIPMENT
         92       Applied Materials, Inc.                          46.250              0.00              4,255.00
                SEMICONDUCTORS
        114       Intel Corporation                                33.438              0.24              3,811.88
         99       Micron Technology, Inc.                          41.000              0.00              4,059.00
+        77       STMicroelectronics N.V.                          43.750              0.05              3,368.75
         78       Texas Instruments, Inc.                          49.625              0.17              3,870.75
         88       Xilinx, Inc.                                     52.188              0.00              4,592.50

<CAPTION>

PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                SERVER & ENTERPRISE HARDWARE
         53       EMC Corporation                           $      73.125              0.00%        $    3,875.63
        116       Hewlett-Packard Company                          32.375              0.99              3,755.50
         40       International Business
                    Machines Corporation                           93.688              0.56              3,747.50
        117       Sun Microsystems, Inc.                           31.875              0.00              3,729.38
 ----------                                                                                          ------------
      3,631                                                                                         $  128,258.07
 ==========                                                                                          ============


See "Notes to Portfolios".
</TABLE>



MORGAN STANLEY U.S. MULTINATIONAL 50 INDEXSM PORTFOLIO

   The Portfolio seeks to provide capital appreciation through an investment in
a portfolio of the stocks included in the Morgan Stanley Multinational IndexSM.
The Morgan Stanley Multinational IndexSM primarily consists of 50 of the largest
U.S.-based companies often referred to as the "New Nifty Fifty". These
multinational "blue-chip" companies are some of the most respected and
recognized companies in the world. The Morgan Stanley Research Group designed
the index to measure the performance of companies that derive a significant
portion of their activity from foreign operations. The companies in the index
have historically shared characteristics such as:

   o  Market leaders
   o  Strong financial strength
   o  Diversified businesses
   o  Solid cash flow
   o  Steady earnings growth
   o  Potential to take advantage of  worldwide growth

   The stocks in the index made up over 44% of the weighting of the Standard and
Poor's 500 Index as of October 31, 2000. On October 31, 2000, the combined
market capitalization of the companies in the index was approximately $5.2
trillion while the median market capitalization of the companies was
approximately $78.8 billion. Morgan Stanley developed this
capitalization-weighted index with a base value of 200 as of December 31, 1991.
Options on the index trade on the Chicago Board Options Exchange under the
symbol "NFT". The index includes 14 of the 20 largest U.S.-based companies as of
October 31, 2000.

   Hypothetical annual price appreciation for the Morgan Stanley Multinational
Index, Standard & Poor's 500 Index and the Morgan Stanley Capital International
World Index is shown in the following table:

               MORGAN
              STANLEY
               MULTI-                    MSCI
              NATIONAL     S&P 500       WORLD
                INDEX       INDEX        INDEX
              ---------   ---------    ---------
1992              0.05%     4.46%      (7.14%)
1993              2.44      7.06       20.39
1994              7.93     (1.54)       3.15
1995             39.66     34.11       18.70
1996             28.95     20.26       11.72
1997             33.40     31.01       14.18
1998             33.58     26.67       22.77
1999             21.65     19.52       23.56
2000            (10.37)   (10.14)     (14.15)


   This is not the past performance of any Portfolio or a previous series of any
Portfolio and does not indicate the future performance of any Portfolio. The
performance figure for the Morgan Stanley Multinational IndexSM does not reflect
hypothetical Portfolio sales charges and expenses.

   The Portfolio seeks to invest in substantially all of the stocks, in
substantially the same proportions, which comprise the index. Due to various
factors discussed below, there can be no assurance that this objective will be
met. An investment in Units should be made with an understanding that the
Portfolio includes payments of expenses which may not be considered in public
statements of the total return of the target index. The Sponsor will seek to
create an initial portfolio that substantially replicates the target index,
however, there can be no guarantee that this will be practicable. Precise
duplication of the relationship among the securities in the index may not be
achieved because it may be economically impracticable or impossible to acquire
very small numbers of shares of certain stocks and because of other procedural
policies of the Portfolio.


   The index is the exclusive property and is a service mark of Morgan Stanley.
As with any investment, no one can guarantee that the Portfolio will achieve its
objective. The value of Units may fall below the price paid for the Units.
Contract Owners should read the "Risk Factors" section before they invest.


<TABLE>
<CAPTION>


PORTFOLIO
--------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                BASIC MATERIALS
         22       Du Pont (E.I.) de Nemours and Company     $      45.000              3.11%        $      990.00
                CAPITAL GOODS
         22       Boeing Company                                   59.125              1.15              1,300.75
        255       General Electric Company                         46.563              1.37             11,873.44
          8       Minnesota Mining and
                    Manufacturing Company                         112.125              2.07                897.00
+        38       Tyco International, Ltd.                         58.313              0.09              2,215.88
                COMMUNICATION SERVICES
         83       AT&T Corporation                                 23.188              0.65              1,924.56
                CONSUMER STAPLES
          9       Campbell Soup Company                            32.438              2.77                291.94
         57       Coca-Cola Company                                57.375              1.19              3,270.38
         11       ConAgra, Inc.                                    23.750              3.79                261.25
          6       General Mills, Inc.                              41.500              2.65                249.00
         23       Gillette Company                                 34.563              1.88                794.94
          8       H.J. Heinz Company                               42.813              3.67                342.50
         10       Kellog Company                                   25.750              3.92                257.50
         29       McDonald's Corporation                           32.688              0.66                947.94
          4       NIKE, Inc.                                       57.750              0.83                231.00
         33       PepsiCo, Inc.                                    46.063              1.22              1,520.06
         41       Philip Morris Companies, Inc.                    41.625              5.09              1,706.63
         27       Procter & Gamble Company                         72.750              1.92              1,964.25
         19       Sara Lee Corporation                             21.438              2.71                407.31
         58       Walt Disney Company                              29.500              0.71              1,711.00
                ENERGY
+        85       BP Amoco Plc                                     48.938              2.57              4,159.69
         83       Exxon Mobil Corporation                          81.750              2.15              6,785.25
                FINANCIALS
         38       American Express Company                         47.875              0.67              1,819.25
         38       Bank of America Corporation                      49.438              4.53              1,878.63
        102       Citigroup, Inc.                                  55.000              1.02              5,610.00
                HEALTH CARE
         43       Abbott Laboratories                              42.063              1.81              1,808.69
         33       American Home Products Corporation               54.350              1.69              1,793.55
          6       Becton, Dickinson and Company                    33.125              1.15                198.75
         43       Bristol-Myers Squibb Company                     64.500              1.71              2,773.50
         27       Eli Lilly and Company                            81.625              1.37              2,203.88
         31       Johnson & Johnson                                92.438              1.38              2,865.56
         28       Medtronic, Inc.                                  52.875              0.38              1,480.50
         56       Merck & Company, Inc.                            81.625              1.67              4,571.00
        153       Pfizer, Inc.                                     41.000              1.07              6,273.00
         34       Schering-Plough Corporation                      50.125              1.12              1,704.25

<CAPTION>

PORTFOLIO (CONTINUED)
--------------------------------------------------------------------------------------------------------------
                                                                                CURRENT              COST OF
NUMBER                                                      MARKET VALUE        DIVIDEND             SECURITIES TO
OF SHARES        NAME OF ISSUER (1)                         PER SHARE (2)       YIELD (3)            PORTFOLIO (2)
----------      -----------------------------------       ---------------      -----------           ------------
<S>             <C>                                        <C>                        <C>          <C>
                TECHNOLOGY
         61       America Online, Inc.                      $      47.230              0.00%        $    2,881.03
         15       Automatic Data Processing, Inc.                  60.563              0.68                908.44
        255       Cisco Systems, Inc.                              39.125              0.00              9,976.88
          8       Eastman Kodak Company                            41.750              4.22                334.00
          9       Electronic Data Systems Corporation              54.375              1.10                489.38
         65       Hewlett-Packard Company                          32.375              0.99              2,104.38
        215       Intel Corporation                                33.375              0.24              7,175.63
         44       International Business
                    Machines Corporation                           93.688              0.56              4,122.25
        109       Lucent Technology                                18.188              0.44              1,982.44
        153       Microsoft Corporation                            55.000              0.00              8,415.00
         57       Motorola, Inc.                                   22.125              0.72              1,261.13
        108       Oracle Corporation                               33.375              0.00              3,604.50
         39       Texas Instruments, Inc.                          49.625              0.17              1,935.38
         21       Xerox Corporation                                 6.813              2.94                143.06
                UTILITIES
         19       Enron Corporation                                69.438              0.72              1,319.31
 ----------                                                                                          ------------
      2,741                                                                                         $  125,735.64
 ==========                                                                                          ============


See "Notes to Portfolios".
</TABLE>



NOTES TO PORTFOLIOS

     (1)  The Securities are initially represented by "regular way" contracts
          for the performance of which an irrevocable letter of credit has been
          deposited with the Custodian. Contracts to acquire Securities were
          entered into on January 11, 2001 and have a settlement date of January
          16, 2001 (see "The Portfolios").

     (2)  The market value of each Security is based on the most recent closing
          sale price as of the close of the New York Stock Exchange on the
          business day prior to the Initial Date of Deposit. Other information
          regarding the Securities, as of the Initial Date of Deposit, is as
          follows:


                                                                  PROFIT
                                               COST TO           (LOSS) TO
                                               SPONSOR            SPONSOR
                                           --------------     --------------
Bandwidth & Telecommunications Portfolio    $131,058           $    (80)
Biotechnology & Pharmaceutical Portfolio    $124,852           $     --
Internet Portfolio                          $131,716           $    (76)
High-Tech 35 Index Portfolio                $128,270           $    (12)
Multinational 50 Index Portfolio            $125,760           $    (24)

       "+" indicates that the stock is issued by a foreign company.


     (3)  Current Dividend Yield for each Security is based on the estimated
          annual dividends per share and the Security's market value as of the
          time described in the previous note. Estimated annual dividends per
          share are calculated by annualizing the most recently declared
          dividends or by adding the most recent interim and final dividends
          declared and reflect any foreign withholding taxes.




     THE SECURITIES. A brief description of each of the issuers of the
Securities is listed below.


   BANDWIDTH & TELECOMMUNICATIONS PORTFOLIO

     Aeroflex, Inc. Aeroflex, Inc. designs, engineers, and manufactures
microelectronic module, interconnect, and testing solutions used in
communication applications. The company's products are used in the fiber optics,
wireless and wireline communications, broadband, cable television, satellite,
and defense communications markets.

     Analog Devices, Inc. Analog Devices, Inc. designs, manufactures, and
markets integrated circuits used in analog and digital signal processing. The
company's products are used in communications, computer, industrial,
instrumentation, military/aerospace, automotive, and high-performance consumer
electronics applications. Analog Devices sells its products worldwide.

   Applied Micro Circuits Corporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

   BEA Systems, Inc. BEA Systems, Inc. provides e-commerce infrastructure
software. The company, along with its e-commerce transaction platform, provides
consulting, education, and support services that help companies launch
e-commerce initiatives. BEA's systems are used in the commercial and investment
banking, securities trading, telecommunications, airlines, retail, and
manufacturing industries.

   BellSouth Corporation. BellSouth Corporation, through its wholly-owned
BellSouth Telecommunications, Inc. and BellSouth Enterprises, Inc. subsidiaries,
provides telecommunications services, systems, and products. The company
provides residential, business, and wholesale customers with integrated voice,
video, and data services. Bell South conducts operations in the United States
and in other countries.

     Brocade Communications Systems, Inc. Brocade Communications Systems, Inc.
provides switching solutions for storage area networks (SAN). The company's
switching solutions utilize the fiber channel interconnect protocol. Brocade's
family of SilkWorm switches enables a company to manage growth of its data
storage requirements, improve the data transfer performance, and increase the
size of its SAN.

   CacheFlow, Inc. CacheFlow, Inc. designs, develops, and markets appliances
that accelerate and manage the flow of information over the Internet through a
process called Internet caching. The company's appliances are deployed by its
Internet service provider and enterprise customers throughout their networks as
a way to cache information physically closer to the people using these networks.

     Check Point Software Technologies, Ltd. Check Point Software Technologies,
Ltd. provides Internet security. The company's secure virtual network (SVN)
architecture provides the infrastructure that enables secure and reliable
Internet communications. SVN secures business-to-business communications between
networks, systems, applications, and users across the Internet, intranets, and
extranets.

   CIENA Corporation. CIENA Corporation provides optical networking equipment.
The company offers products for tele- and data-communications service providers
worldwide. CIENA's customers include long distance carriers, competitive local
exchange carriers, Internet service providers, and wholesale carriers. The
company offers optical transport, intelligent switching, and multi-service
delivery systems.

     Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products
to the corporate enterprise and public wide area service provider markets. The
company's products offer a variety of end-to-end networking hardware, software,
and services. Cisco's clients include utilities, corporations, universities,
governments, and small to medium-size businesses worldwide.

     Comverse Technology, Inc. Comverse Technology, Inc. designs, manufactures,
markets, and supports computer and telecommunications systems and software for
multimedia communications and information processing applications. The company's
products are used in a variety of applications by fixed and wireless telephone
network operators, government agencies, call centers, financial institutions,
and other organizations.

   Deutsche Telekom AG. Deutsche Telekom AG owns, operates and leases public
telecommunications networks and offers network applications services. The
company provides local and long-distance telephone services, as well as
integrated voice and data digital services and maintains a large cable
television network. Deutsche Telekom also offers mobile, paging and on-line
services to German and international customers.

   EMC Corporation. EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products store, retrieve,
manage, protect, and share information from all major computing environments,
including UNIX, Windows NT, and mainframe platforms. EMC operates offices around
the world.

     Extreme Networks, Inc. Extreme Networks, Inc. provides switching solutions
for local area networks (LAN). The company uses its custom ASICs and a common
hardware, software, and management architecture to offer customers LAN
solutions.

   JDS Uniphase Corporation. JDS Uniphase Corporation provides advanced
fiberoptic components and modules. The company's products are sold to
telecommunications and cable television system providers worldwide. Products
include semiconductor lasers, high-speed external modulators, transmitters,
amplifiers, couplers, multiplexers, and optical switches. JDS also designs,
manufactures, and markets laser subsystems.

     Juniper Networks, Inc. Juniper Networks, Inc. provides Internet
infrastructure solutions for Internet service providers and other
telecommunications service providers. The company delivers next generation
Internet backbone routers that are designed for service provider networks.

     Level 3 Communications, Inc. Level 3 Communications, Inc. provides
telecommunications and information services, including local, long distance, and
data transmission. The company also provides other enhanced communications and
Internet services, and is involved in coal mining businesses.

   Newport Corporation. Newport Corporation designs, manufactures, and markets
components, instruments, and integrated systems to fiber-optic communications,
semiconductor equipment, computer peripherals, and scientific research markets.
The company's customers include Fortune 500 corporations, technology companies,
and research laboratories in commercial, academic, and government sectors
worldwide.

   Nokia Oyj. Nokia Oyj is an international telecommunications company. The
company develops and manufactures mobile phones and networks and systems for
cellular and fixed networks. Nokia also develops and supplies access networks,
multimedia equipment and other telecom related products. The company markets its
products and services worldwide.

     Nortel Networks Corporation. Nortel Networks Corporation is an Internet and
communications provider with capabilities spanning optical, wireless, local
Internet, and electronic business. The company serves carrier, service provider,
and enterprise customers around the world. Nortel provides access products,
business applications and services, data and Internet products, and other
products and services.

     ONI Systems Corporation. ONI Systems Corporation develops, markets, and
sells communications networking equipment based on optical technology. The
company's equipment uses pulses of light rather than electric current in the
transmission and routing of telephone, Internet, and other data communications
in these networks.

     Palm, Inc. Palm, Inc. provides handheld computing devices. The company
develops, designs, and markets its Palm-branded handheld devices. The Palm
product family offers HotSync synchronization technology, pen-based input
technology, and personal information management applications such as datebook
and address book.

     QUALCOMM, Inc. QUALCOMM, Inc. develops and delivers digital wireless
communications products and services based on the company's CDMA digital
technology. The company's business areas include integrated CDMA chipsets and
systems software, technology licensing, Eudora email software for Windows and
Macintosh platforms, and satellite based systems including Omnitracs and
Globalstar systems.

     Qwest Communications International, Inc. Qwest Communications
International, Inc. provides broadband Internet-based data, voice, and image
communications for businesses and consumers. The company's Qwest Macro Capacity
Fiber Network operates in North America. Qwest is also building a high-capacity
European fiber optic, Internet-based network with its joint venture partner.

     Redback Networks, Inc. Redback Networks, Inc. provides advanced networking
solutions. The company's solutions enable carriers, cable multiple system
operators, and service providers to rapidly deploy high-speed broadband access
to the Internet and corporate networks. Redback's subscriber management system
connects and manages subscribers using digital subscriber line, cable, and
wireless technologies.

     SBC Communications, Inc. SBC Communications, Inc. provides communications
services in the United States and in other countries. The company provides local
and long-distance phone service, wireless and data communications, paging,
Internet access and messaging, cable and satellite television, security
services, and telecommunications equipment. SBC also provides directory
advertising and publishing.

     SDL, Inc. SDL, Inc. designs, manufactures, and markets semiconductor
lasers, fiber optic related products, and optoelectronic systems. The company's
products are used in the telecommunications, cable television, dense wavelength
division multiplexing, and satellite communications markets.

     Sun Microsystems, Inc. Sun Microsystems, Inc. provides products, services,
and support solutions for building and maintaining network computing
environments. The company sells scalable computer systems, high-speed
microprocessors, and a complete line of high-performance software for operating
network computing equipment and storage products. Sun also provides support,
education, and professional services.

     VeriSign, Inc. VeriSign, Inc. provides Internet trust services needed by
websites, enterprises, electronic commerce providers, and individuals to conduct
electronic commerce and communications over Internet protocol networks. The
company also provides Internet domain registration services for Web addresses
ending in .com, .net, .org, and .edu. In addition, VeriSign provides Internet
technology services.

     Verizon Communications, Inc. Verizon Communications, Inc. provides wireline
voice and data services, wireless services, Internet services, and published
directory information. The company also provides network services for the
federal government including business phone lines, data services,
telecommunications equipment, and payphones. Verizon has operations worldwide.

     Vodafone Group Plc. Vodafone Group Plc provides mobile telecommunications
services. The company supplies customers with digital and analogue cellular
telephone, paging and mobile data and Internet services. The group, via a 50%
joint venture with VivendiNet, operates the `VIZZAVI' brand Internet portal
company in Europe. Vodafone has agreements in over 100 countries and across 230
networks.

   BIOTECHNOLOGY & PHARMACEUTICAL PORTFOLIO

     Abbott Laboratories. Abbott Laboratories discovers, develops, manufactures,
and sells a broad and diversified line of health care products and services. The
company's products include pharmaceuticals, diagnostic products, hospital
products, chemical and agricultural products, and nutritionals. Abbott markets
its products worldwide through affiliates and distributors.

     Abgenix, Inc. Abgenix, Inc. is a biopharmaceutical company that develops
antibody therapeutic products for the treatment of a variety of disease
conditions. The company's products treat transplant-related diseases,
inflammatory and autoimmune disorders, and cancer. Abgenix utilizes its
XenoMouse technology to build a diversified product portfolio.

     Allergan, Inc. Allergan, Inc. provides eye care and specialty
pharmaceutical products throughout the world. The company's products are
marketed to the eye care pharmaceutical, ophthalmic surgical device,
over-the-counter contact lens care, movement disorder, and dermatological
markets. Allergan markets its products under brand names such as Alphagan,
Botox, and Complete.

     ALZA Corporation. ALZA Corporation is a research-based pharmaceutical
products company with drug delivery technologies. The company applies its
technologies to develop pharmaceutical products with enhanced therapeutic value
for its own portfolio, as well as for other pharmaceutical companies. ALZA's
sales and marketing efforts are currently focused in urology and oncology.

     Amgen, Inc. Amgen, Inc. discovers, develops, manufactures, and markets
human therapeutics based on cellular and molecular biology. The company focuses
its research on secreted protein and small molecule therapeutics, with
particular emphasis on neuroscience and cancer. Amgen concentrates on the areas
of hematology, cancer, infectious disease, endocrinology, neurobiology, and
inflammation.

     Applera Corporation-Applied Biosystems Group. Applera Corporation-Applied
Biosystems Group develops and markets instrument-based systems, reagents,
software, and contract services to the life science industry and research
community. The company's customers use these tools to analyze nucleic acids,
small molecules, and proteins in order to make scientific discoveries, develop
new pharmaceuticals, and conduct standardized testing.

     Baxter International, Inc. Baxter International, Inc. develops,
manufactures, and markets products and technologies related to the blood and
circulatory systems. The company also researches, develops, manufactures, and
sells vaccines for the prevention of infectious diseases. Baxter conducts
operations in North America, Asia, Europe, Japan, and Latin America.

     Biovail Corporation. Biovail Corporation is an international,
fully-integrated pharmaceutical company that develops, tests, and manufactures
drugs. The company utilizes controlled-release, rapid dissolve, enhanced
absorption and taste masking technologies. Biovail markets its products directly
in Canada and through strategic licensing partners internationally.

     Bristol-Myers Squibb Company. Bristol-Myers Squibb Company is a diversified
worldwide health and personal care company that manufactures medicines and other
products. The company's products include therapies for various diseases and
disorders, consumer medicines, orthopedic devices, ostomy care, wound
management, nutritional supplements, infant formulas, and hair and skin care
products.

     Celgene Corporation. Celgene Corporation develops and commercializes human
pharmaceuticals and agrochemicals. The company employs small molecule
immunotherapeutic compound development and biocatalytic chiral chemistry
technology platforms. Celgene's lead compound, Thalomid, is in clinical trials
for the treatment of a variety of cancers and is being marketed for the
treatment of ENL, a complication of leprosy.

     COR Therapeutics, Inc. COR Therapeutics, Inc. discovers, develops, and
commercializes pharmaceutical products for the treatment and prevention of
severe cardiovascular diseases. The company currently has research and
development programs that seek to address the critical needs in unstable angina,
acute myocardial infarction, deep vein thrombosis, and restenosis.

     Forest Laboratories, Inc. Forest Laboratories, Inc. develops, manufactures,
and sells both branded and generic forms of ethical products which require a
physician's prescription. The company also manufactures non-prescription
pharmaceutical products sold over-the-counter, which are used for the treatment
of a wide range of illnesses. Forest's products are marketed in the United
States and Eastern Europe.

     Genentech, Inc. Genentech, Inc., a biotechnology company, discovers,
develops, manufactures, and markets human pharmaceuticals. The company markets
biotechnology products directly in the United States.

     Genzyme Corporation. Genzyme Corporation develops and markets therapeutic
and surgical products, as well as diagnostic services and products. The company
also develops and markets biological products and devices for orthopedic
injuries and severe burns. Genzyme markets its products directly to physicians,
hospitals, and treatment centers around the world.

     Human Genome Sciences, Inc. Human Genome Sciences, Inc. researches and
develops proprietary pharmaceutical and diagnostic products. The company's
products predict, prevent, detect, treat, and cure disease based on the
discovery of human and microbial genes.

     IDEC Pharmaceuticals Corporation. IDEC Pharmaceuticals Corporation, a
biopharmaceutical company, researches, develops, and commercializes targeted
therapies for the treatment of cancer and autoimmune and inflammatory diseases.
The company's Rtuxan product treats certain B-cell NHLs. IDEC also develops
products for the treatment of certain solid tumor cancers and various autoimmune
diseases.

     IVAX Corporation. IVAX Corporation researches, develops, manufactures, and
markets branded and generic pharmaceuticals in the United States and
international markets. The company also specializes in veterinary products,
diagnostic products, and nutraceuticals.

     Johnson & Johnson. Johnson & Johnson manufactures health care products and
provides related services. The company sells its products to the consumer,
pharmaceutical, and professional markets in countries around the world. Johnson
& Johnson's principal consumer products include Band-Aid adhesive bandages,
Tylenol acetaminophen products, Johnson's baby products, and Stayfree sanitary
products, among others.

     King Pharmaceuticals, Inc. King Pharmaceuticals, Inc. manufactures,
markets, and sells primarily branded prescription pharmaceutical products. The
company markets its products to general/family practitioners and internal
medicine physicians and hospitals across the United States. King also provides
contract manufacturing for a number of pharmaceutical and biotechnology
companies.

     Merck & Company, Inc. Merck & Company, Inc. is a global pharmaceutical
company that discovers, develops, manufactures, and markets a broad range of
human and animal health products. The company also provides pharmaceutical
benefit services. Merck's products include Zocor, a treatment for elevated
cholesterol, Pepcid anti-ulcerant, Primaxin antibiotic, and Propecia, a
treatment for male pattern hair loss.

     Millennium Pharmaceuticals, Inc. Millennium Pharmaceuticals, Inc. is a
biopharmaceutical company that uses its scientific and technological
capabilities and methods to develop drugs and predictive medicine products and
services. The company's predictive medicine involves identifying information
that enables healthcare professionals to make better informed decisions on drug
treatment and patient care.

     Pfizer, Inc. Pfizer, Inc. is a research-based, global pharmaceutical
company that discovers, develops, manufactures, and markets medicines for humans
and animals. The company's products include prescription pharmaceuticals,
non-prescription self-medications, and animal health products such as
anti-infective medicines and vaccines.

     Pharmacia Corporation. Pharmacia Corporation researches, manufactures, and
sells pharmaceuticals worldwide. The company's pharmaceutical segment includes
prescription products for humans and animals, bulk pharmaceuticals, and contract
manufacturing. Pharmacia's agricultural products segment is comprised of
agricultural chemicals, seeds, and genomics, as well as animal productivity and
nutrition research.

     Teva Pharmaceutical Industries, Ltd. Teva Pharmaceutical Industries, Ltd.
is a pharmaceutical company with more than 70% of its sales outside Israel,
primarily in the United States. The company develops, manufactures, and markets
branded and generic human pharmaceuticals, bulk pharmaceutical chemicals,
medical disposable, and veterinary products.

   INTERNET PORTFOLIO

     America Online, Inc. America Online, Inc. provides interactive
communications and services through its America Online and CompuServe worldwide
Internet online services. The company's Web sites offer such features as a
personalized news service, electronic mail via the Web, an online community
center, public and private meeting rooms and interactive conversations, and
guest interviews.

     Analog Devices, Inc. Analog Devices, Inc. designs, manufactures, and
markets integrated circuits used in analog and digital signal processing. The
company's products are used in communications, computer, industrial,
instrumentation, military/aerospace, automotive, and high-performance consumer
electronics applications. Analog Devices sells its products worldwide.

     Applied Micro Circuits Corporation. Applied Micro Circuits Corporation
designs, develops, manufactures, and markets high-performance, high-bandwidth
silicon solutions for the world's communications infrastructure. The company
provides products for the automated test equipment, high-speed computing, and
military markets.

     Ariba, Inc. Ariba, Inc. provides intranet- and Internet-based
business-to-business electronic commerce solutions for operating resources.
Operating resources include information technology and telecommunications
equipment, professional services, facilities and office equipment, and expense
items.

     Art Technology Group, Inc. Art Technology Group, Inc. offers an integrated
suite of Internet customer relationship management and electronic commerce
software applications. The company also offers related application development,
integration, and support services. Art Technology's Dynamo product suite
includes a Web page generation engine and application server, and e-commerce
management applications.

     BEA Systems, Inc. BEA Systems, Inc. provides e-commerce infrastructure
software. The company, along with its e-commerce transaction platform, provides
consulting, education, and support services that help companies launch
e-commerce initiatives. BEA's systems are used in the commercial and investment
banking, securities trading, telecommunications, airlines, retail, and
manufacturing industries.

     Broadcom Corporation. Broadcom Corporation provides integrated silicon
solutions that enable broadband digital data transmission of voice, data, and
video content to the home and within the business enterprise. The company
designs, develops, and supplies integrated circuits for cable set-top boxes,
cable modems, high-speed networking, direct satellite and digital broadcast, and
digital subscriber line.

     BroadVision, Inc. BroadVision, Inc. develops, markets, and supports
application software solutions that personalize e-business. The company's
solutions enable e-businesses to use the Web and a variety of wireless devices
as platforms to conduct electronic commerce, offer online customer self-service
and support, deliver information, and provide financial services.

     Brocade Communications Systems, Inc. Brocade Communications Systems, Inc.
provides switching solutions for storage area networks (SAN). The company's
switching solutions utilize the fiber channel interconnect protocol. Brocade's
family of SilkWorm switches enables a company to manage growth of its data
storage requirements, improve the data transfer performance, and increase the
size of its SAN.

     Check Point Software Technologies Ltd. Check Point Software Technologies
Ltd. provides Internet security. The company's secure virtual network (SVN)
architecture provides the infrastructure that enables secure and reliable
Internet communications. SVN secures business-to-business communications between
networks, systems, applications, and users across the Internet, intranets, and
extranets.

   CIENA Corporation. CIENA Corporation provides optical networking equipment.
The company offers products for tele- and data-communications service providers
worldwide. CIENA's customers include long distance carriers, competitive local
exchange carriers, Internet service providers, and wholesale carriers. The
company offers optical transport, intelligent switching, and multi-service
delivery systems.

     Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products
to the corporate enterprise and public wide area service provider markets. The
company's products offer a variety of end-to-end networking hardware, software,
and services. Cisco's clients include utilities, corporations, universities,
governments, and small to medium-size businesses worldwide.

     Commerce One, Inc. Commerce One, Inc. provides Web-based, enterprise
procurement solutions that link buying and supplying organizations into
real-time trading communities. The company's Commerce Chain Solution automates
the entire indirect goods and services supply chain.

     Corning, Inc. Corning, Inc. conducts operations in the telecommunications,
advanced materials, and information display industries. The company produces
optical fiber, cable, and photonic components for the telecommunications
industry, as well as produces glass panels, funnels, liquid crystal display
glass and projection video lens assemblies for the information display industry.

     EMC Corporation. EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products store, retrieve,
manage, protect, and share information from all major computing environments,
including UNIX, Windows NT, and mainframe platforms. EMC operates offices around
the world.

     Enron Corporation. Enron Corporation conducts electricity, natural gas, and
communications businesses. The company produces electricity and natural gas,
develops, constructs, and operates energy facilities worldwide, and delivers
both physical commodities and financial and risk management services to
customers. The company is also developing an intelligent network platform to
facilitate online business.

     Extreme Networks, Inc. Extreme Networks, Inc. provides switching solutions
for local area networks (LAN). The company uses its custom ASICs and a common
hardware, software, and management architecture to offer customers LAN
solutions.

     Foundry Network, Inc. Foundry Networks, Inc. designs, develops,
manufactures, and markets a suite of high performance networking products for
enterprises and Internet service providers. The company's products provide
solutions for various types of networks, including local area networks,
metropolitan area networks, and wide area networks.

     i2 Technologies, Inc. i2 Technologies, Inc. provides eBusiness solutions.
The company's TradeMatrix product, a platform of business-to-business solutions,
services, and marketplaces, offers planning, procurement, commerce, fulfillment,
customer care, retail, strategic sourcing, and product development services. i2
Technologies also offers its Rhythm software applications product.

     Interwoven, Inc. Interwoven, Inc. provides Web content management
solutions. The company's products help companies build, maintain, and extend
mission-critical Web sites and eBusiness applications. Interwoven's TeamSite
product combines the functions of content management, version control, workflow,
and application development in an open, standards-based platform.

     JDS Uniphase Corporation. JDS Uniphase Corporation provides advanced
fiberoptic components and modules. The company's products are sold to
telecommunications and cable television system providers worldwide. Products
include semiconductor lasers, high-speed external modulators, transmitters,
amplifiers, couplers, multiplexers, and optical switches. JDS also designs,
manufactures, and markets laser subsystems.

     JNI Corporation. JNI Corporation designs and supplies fiber channel
hardware and software products that connect servers and data storage devices to
form storage area networks (SANs). The company markets application specific
integrated circuits based on its proprietary technology, a broad range of fiber
channel host bus adapters, and software that facilitates SAN device integration
and management.

     Juniper Networks, Inc. Juniper Networks, Inc. provides Internet
infrastructure solutions for Internet service providers and other
telecommunications service providers. The company delivers next generation
Internet backbone routers that are designed for service provider networks.

     Micromuse, Inc. Micromuse, Inc. provides service-level management software.
The company's Netcool suite of applications is used by managed network service
providers, Internet service providers, telecommunications firms, and corporate
enterprises worldwide.

     Newport Corporation. Newport Corporation designs, manufactures, and markets
components, instruments, and integrated systems to fiber-optic communications,
semiconductor equipment, computer peripherals, and scientific research markets.
The company's customers include Fortune 500 corporations, technology companies,
and research laboratories in commercial, academic, and government sectors
worldwide.

     Nortel Networks Corporation. Nortel Networks Corporation is an Internet and
communications provider with capabilities spanning optical, wireless, local
Internet, and electronic business. The company serves carrier, service provider,
and enterprise customers around the world. Nortel provides access products,
business applications and services, data and Internet products, and other
products and services.

     ONI Systems Corporation. ONI Systems Corporation develops, markets, and
sells communications networking equipment based on optical technology. The
company's equipment uses pulses of light rather than electric current in the
transmission and routing of telephone, Internet, and other data communications
in these networks.

     Openwave Sytems, Inc. Openwave Systems, Inc. provides open Internet-based
communication infrastructure software and applications. The company's customers
are wireless network operators, wireline carriers, Internet service providers,
portals, and broadband network providers. Openwave offers wireless Internet
infrastructure and browsers, unified messaging, mobile e-mail, directory
service, and voice processing.

     Oracle Corporation. Oracle Corporation supplies software for enterprise
information management. The company offers databases and relational servers,
application development and decision support tools, and enterprise business
applications. Oracle's software runs on network computers, personal digital
assistants, set-top devices, workstations, PCs, minicomputers, mainframes, and
massively parallel computers.

     Palm, Inc. Palm, Inc. provides handheld computing devices. The company
develops, designs, and markets its Palm-branded handheld devices. The Palm
product family offers HotSync synchronization technology, pen-based input
technology, and personal information management applications such as datebook
and address book.

     PMC-Sierra, Inc. PMC-Sierra, Inc. designs, develops, markets, and supports
semiconductor networking solutions. The company's products are used in the high
speed transmission and networking systems which are used to restructure the
global telecommunications and data communications infrastructure.

     QUALCOMM, Inc. QUALCOMM, Inc. develops and delivers digital wireless
communications products and services based on the company's CDMA digital
technology. The company's business areas include integrated CDMA chipsets and
systems software, technology licensing, Eudora email software for Windows and
Macintosh platforms, and satellite based systems including Omnitracs and
Globalstar systems.

     Redback Networks, Inc. Redback Networks Inc. provides advanced networking
solutions. The company's solutions enable carriers, cable multiple system
operators, and service providers to rapidly deploy high-speed broadband access
to the Internet and corporate networks. Redback's subscriber management system
connects and manages subscribers using digital subscriber line, cable, and
wireless technologies.

     Scientific-Atlanta, Inc. Scientific-Atlanta, Inc. provides products and
services for advanced communications networks which deliver voice, data, and
video. The company's products connect information generators with information
users via broadband terrestrial and satellite networks, and include applications
for the converging of cable, telephone, and data networks.

     SDL, Inc. SDL, Inc. designs, manufactures, and markets semiconductor
lasers, fiber optic related products, and optoelectronic systems. The company's
products are used in the telecommunications, cable television, dense wavelength
division multiplexing, and satellite communications markets.

     Sun Microsystems, Inc. Sun Microsystems, Inc. provides products, services,
and support solutions for building and maintaining network computing
environments. The company sells scalable computer systems, high-speed
microprocessors, and a complete line of high-performance software for operating
network computing equipment and storage products. Sun also provides support,
education, and professional services.

     Sycamore Networks, Inc. Sycamore Networks, Inc. develops and markets
software-based optical networking products. The company's customers include
local exchange carriers, incumbent local exchange carriers, long distance
carriers, Internet service providers, cable operators, international telephone
companies, and wholesale carriers.

     VeriSign, Inc. VeriSign, Inc. provides Internet trust services needed by
websites, enterprises, electronic commerce providers, and individuals to conduct
electronic commerce and communications over Internet protocol networks. The
company also provides Internet domain registration services for Web addresses
ending in .com, .net, .org, and .edu. In addition, VeriSign provides Internet
technology services.

     VERITAS Software Corporation. VERITAS Software Corporation designs,
develops, and markets enterprise storage management and high availability
products that manage both on-line and off-line data for business-critical
computing systems. The company's products are marketed to original equipment
manufacturers and end-user customers through resellers, value added resellers,
hardware distributors, and systems integrators.

     Vitesse Semiconductor Corporation. Vitesse Semiconductor Corporation
designs, develops, manufactures, and markets digital high-bandwidth
communications and automatic test equipment (ATE) integrated circuits. The
company's products address the needs of telecommunications, data communications,
and ATE equipment manufacturers who demand a combination of high-speed,
high-complexity, and low-power dissipation.

   MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEXSM PORTFOLIO

     Amazon.com, Inc. Amazon.com, Inc., an online retailer, sells books, music,
videotapes, audiotapes, and other products. The company offers a catalog of
approximately three million titles, search and browse features, e-mail services,
personalized shopping services, Web-based credit card payment, and direct
shipping to customers.

     America Online, Inc. America Online, Inc. provides interactive
communications and services through its America Online and CompuServe worldwide
Internet online services. The company's Web sites offer such features as a
personalized news service, electronic mail via the Web, an online community
center, public and private meeting rooms and interactive conversations, and
guest interviews.

     Applied Materials, Inc. Applied Materials, Inc. develops, manufactures,
markets, and services semiconductor wafer fabrication equipment and related
spare parts for the worldwide semiconductor industry. The company's customers
include semiconductor wafer manufacturers and semiconductor integrated circuit
manufacturers.

     Automatic Data Processing, Inc. Automatic Data Processing, Inc. provides
computerized transaction processing, data communications, software, and
information services. The company also provides payroll services and human
resource information systems, as well as offers securities transaction
processing and investor communications services.

     Broadcom Corporation. Broadcom Corporation provides integrated silicon
solutions that enable broadband digital data transmission of voice, data, and
video content to the home and within the business enterprise. The company
designs, develops, and supplies integrated circuits for cable set-top boxes,
cable modems, high-speed networking, direct satellite and digital broadcast, and
digital subscriber line.

     Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products
to the corporate enterprise and public wide area service provider markets. The
company's products offer a variety of end-to-end networking hardware, software,
and services. Cisco's clients include utilities, corporations, universities,
governments, and small to medium-size businesses worldwide.

     Compaq Computer Corporation. Compaq Computer Corporation, an information
technology company, develops and markets hardware, software, solutions, and
services. The company's products and solutions include enterprise computing
solutions, fault-tolerant business-critical solutions, networking and
communication products, commercial desktop and portable products, and consumer
personal computers.

     Computer Associates International, Inc. Computer Associates International,
Inc. designs, develops, markets, licenses, and supports standardized computer
software products. The company's products are used with mainframe computers and
in client/server environments. Computer Associates offers various enterprise
systems management, information management, and business applications solutions
to a variety of organizations.

     Dell Computer Corporation. Dell Computer Corporation designs, develops,
manufactures, markets, services, and supports a variety of computer systems.
Computer systems include desktop computer systems, notebook computers,
workstations, network servers, and storage products. The company sells its
products and services to corporate, government, healthcare, and education
customers, as well as individuals.

     Electronic Arts, Inc. Electronic Arts, Inc. creates, markets, and
distributes interactive entertainment software for a variety of hardware
platforms. The company markets its products under the Electronic Arts, EA
SPORTS, Maxis, ORIGIN, Bullfrog Productions, Westwood Studios, and Jane's Combat
Simulations brand names.

     Electronic Data Systems Corporation. Electronic Data Systems Corporation
offers systems and technology services, business process management, management
consulting, and electronic business. The company's services include the
management of computers, networks, information systems, information processing
facilities, business operations, and related personnel.

     EMC Corporation. EMC Corporation provides enterprise storage systems,
software, networks, and services. The company's products store, retrieve,
manage, protect, and share information from all major computing environments,
including UNIX, Windows NT, and mainframe platforms. EMC operates offices around
the world.

     Hewlett-Packard Company. Hewlett-Packard Company provides imaging and
printing systems, computing systems, and information technology services for
business and home. The company's products include laser and inkjet printers,
scanners, copiers and faxes, personal computers, workstations, storage
solutions, and other computing and printing systems. Hewlett-Packard sells its
products worldwide.

     Intel Corporation. Intel Corporation designs, manufactures, and sells
computer components and related products. The company's major products include
microprocessors, chipsets, embedded processors and microcontrollers, flash
memory products, graphics products, network and communications products, systems
management software, conferencing products, and digital imaging products.

     International Business Machines Corporation (IBM). International Business
Machines Corporation (IBM) provides customer solutions through the use of
advanced information technology. The company's solutions include technologies,
systems, products, services, software, and financing. IBM offers its products
through its global sales and distribution organization, as well as through a
variety of third party distributors and resellers.

     Intuit, Inc. Intuit, Inc. develops and markets software products and
related services. The company provides software units that allow households and
small businesses to automate financial tasks, including accounting and personal
finances. Intuit also offers supplies, checks and invoices, and financial
services. The company sells its products worldwide.

     JDS Uniphase Corporation. JDS Uniphase Corporation provides advanced
fiberoptic components and modules. The company's products are sold to
telecommunications and cable television system providers worldwide. Products
include semiconductor lasers, high-speed external modulators, transmitters,
amplifiers, couplers, multiplexers, and optical switches. JDS also designs,
manufactures, and markets laser subsystems.

     Juniper Networks, Inc. Juniper Networks, Inc. provides Internet
infrastructure solutions for Internet service providers and other
telecommunications service providers. The company delivers next generation
Internet backbone routers that are designed for service provider networks.

     Lucent Technologies, Inc. Lucent Technologies, Inc. designs, builds, and
delivers a wide range of public and private networks, communications systems and
software, and data networking systems. The company also designs, builds, and
delivers business telephone systems and microelectronic components. Lucent
conducts its research and development activities through Bell Laboratories.

     Micron Technology, Inc. Micron Technology, Inc., through its subsidiaries,
manufactures and markets semiconductor memory and enhancement products. The
company's products include dynamic random access memory chips (DRAMs), static
random access memory chips (SRAMs), Flash memory devices, memory modules,
graphic accelerators, and personal and network computer systems.

     Microsoft Corporation. Microsoft Corporation develops, manufactures,
licenses, sells, and supports software products. The company offers operating
system software, server application software, business and consumer applications
software, software development tools, and Internet and intranet software.
Microsoft also develops the MSN network of Internet products and services.

     Motorola, Inc. Motorola, Inc. provides integrated communications solutions
and embedded electronic solutions. The company offers software-enhanced wireless
telephones, two-way radios, messaging and satellite communications products and
systems, as well as networking and Internet-access products. Customers include
consumers, network operators, and commercial, government, and industrial
customers.

     Nortel Networks Corporation. Nortel Networks Corporation is an Internet and
communications provider with capabilities spanning optical, wireless, local
Internet, and electronic business. The company serves carrier, service provider,
and enterprise customers around the world. Nortel provides access products,
business applications and services, data and Internet products, and other
products and services.

   Oracle Corporation. Oracle Corporation supplies software for enterprise
information management. The company offers databases and relational servers,
application development and decision support tools, and enterprise business
applications. Oracle's software runs on network computers, personal digital
assistants, set-top devices, workstations, PCs, minicomputers, mainframes, and
massively parallel computers.

     Palm, Inc. Palm, Inc. provides handheld computing devices. The company
develops, designs, and markets its Palm-branded handheld devices. The Palm
product family offers HotSync synchronization technology, pen-based input
technology, and personal information management applications such as datebook
and address book.

     Parametric Technology Corporation. Parametric Technology Corporation
develops, markets, and supports integrated product development and processes
lifecycle management solutions. The company's software solutions are used
worldwide.

     PeopleSoft, Inc. PeopleSoft, Inc. designs, develops, markets, and supports
enterprise application software products. The company's products are used
throughout large and medium sized organizations and higher education
institutions, as well as government agencies.

     Solectron Corporation. Solectron Corporation provides integrated solutions
that span the entire product life cycle. The company provides pre-production
planning and design, manufacturing, distribution, and end-of-life product
service and support to electronics original equipment manufacturers around the
world.

     STMicroelectronics N.V. STMicroelectronics N.V. designs, develops,
manufactures, and markets semiconductor integrated circuits and discrete
devices. The company's products are used in the telecommunications, consumer,
automotive, computer, and industrial sectors. Customers are located in North
America, Europe, Asia/Pacific, and Japan.

     Sun Microsystems, Inc. Sun Microsystems, Inc. provides products, services,
and support solutions for building and maintaining network computing
environments. The company sells scalable computer systems, high-speed
microprocessors, and a complete line of high-performance software for operating
network computing equipment and storage products. Sun also provides support,
education, and professional services.

     Sycamore Networks, Inc. Sycamore Networks, Inc. develops and markets
software-based optical networking products. The company's customers include
local exchange carriers, incumbent local exchange carriers, long distance
carriers, Internet service providers, cable operators, international telephone
companies, and wholesale carriers.

     Tellabs, Inc. Tellabs, Inc. designs, manufactures, markets, and services
voice, data, and video transport and network access systems. The company's
products are used worldwide by public telephone companies, long-distance
carriers, alternate service providers, cellular service providers, cable
operators, government agencies, utilities, and business end-users.

     Texas Instruments, Inc. Texas Instruments, Inc. is a global semiconductor
company that designs and supplies digital signal processing and analog
technologies. The company also operates materials and controls and educational
and productivity solutions businesses. Texas Instruments has manufacturing or
sales operations in countries around the world.

     Xilinx, Inc. Xilinx, Inc. designs, develops, and markets complete
programmable logic solutions. The company's solutions include advanced
integrated circuits, software design tools, predefined system functions
delivered as cores of logic, and field engineering support. Xilinx sells its
products through several channels of distribution to customers in the United
States and overseas.

     Yahoo!, Inc. Yahoo!, Inc., a global Internet media company, offers an
online guide to Web navigation, aggregated information content, communication
services, and commerce. The company's site includes a hierarchical,
subject-based directory of Web sites, which enables users to locate and access
desired information and services through hypertext links included in the
directory.

   MORGAN STANLEY U.S. MULTINATIONAL 50 INDEXSM PORTFOLIO

     Abbott Laboratories. Abbott Laboratories discovers, develops, manufactures,
and sells a broad and diversified line of health care products and services. The
company's products include pharmaceuticals, diagnostic products, hospital
products, chemical and agricultural products, and nutritionals. Abbott markets
its products worldwide through affiliates and distributors.

     America Online, Inc. America Online, Inc. provides interactive
communications and services through its America Online and CompuServe worldwide
Internet online services. The company's Web sites offer such features as a
personalized news service, electronic mail via the Web, an online community
center, public and private meeting rooms and interactive conversations, and
guest interviews.

     American Express Company. American Express Company, through its
subsidiaries, provides travel-related, financial advisory, and international
banking services around the world. The company's products include the American
Express Card, the Optima Card, and American Express Travelers Cheque.

     American Home Products Corporation. American Home Products Corporation
discovers, develops, manufactures, distributes, and sells pharmaceuticals and
consumer healthcare products. The company's products include branded and generic
ethical pharmaceuticals, biologicals, nutritionals and animal biologicals and
pharmaceuticals.

     AT&T Corporation. AT&T Corporation. offers communication services and
products. The company provides voice, data, and video telecommunications
services to consumers, large and small businesses, and government entities. AT&T
and its subsidiaries furnish regional, domestic, international, and local
telecommunication services. The company also provides cellular telephone and
wireless services, as well as other services.

     Automatic Data Processing, Inc. Automatic Data Processing, Inc. provides
computerized transaction processing, data communications, software, and
information services. The company also provides payroll services and human
resource information systems, as well as offers securities transaction
processing and investor communications services.

     Bank of America Corporation. Bank of America Corporation is the holding
company for Bank of America and NationsBank. The company provides retail banking
services, asset management, financial products, corporate finance, specialized
finance, capital markets, and financial services. Bank of America operates
throughout the United States as well as throughout the world.

     Becton, Dickinson and Company. Becton, Dickinson and Company manufactures
and sells a variety of medical supplies and devices and diagnostic systems. The
company's products are used by health care professionals, medical research
institutions, and the general public. Becton's products are marketed worldwide.

     Boeing Company. Boeing Company, together with its subsidiaries, develops,
produces, and markets commercial jet aircraft, as well as provides related
support services to the commercial airline industry worldwide. The company also
researches, develops, produces, modifies, and supports information, space, and
defense systems, including military aircraft, helicopters, and space and missile
systems.

     BP Amoco Plc. BP Amoco Plc is an oil and petrochemicals company. The
company explores for and produces oil and natural gas, refines, markets, and
supplies petroleum products, and manufactures and markets chemicals. BP Amoco's
chemicals include acetic acid, acrylonitrile, ethylene and polyethylene. The
company has operations in more than 70 countries.

     Bristol-Myers Squibb Company. Bristol-Myers Squibb Company is a diversified
worldwide health and personal care company that manufactures medicines and other
products. The company's products include therapies for various diseases and
disorders, consumer medicines, orthopedic devices, ostomy care, wound
management, nutritional supplements, infant formulas, and hair and skin care
products.

     Campbell Soup Company. Campbell Soup Company, with its subsidiaries,
manufactures and markets branded convenience food products. The company's three
core divisions include soups and sauces, biscuits and confectionery, and
foodservice. Campbell's brand names include Prego, Pace, Campbells, V8, and many
other names. The company distributes its products worldwide.

     Cisco Systems, Inc. Cisco Systems, Inc. supplies data networking products
to the corporate enterprise and public wide area service provider markets. The
company's products offer a variety of end-to-end networking hardware, software,
and services. Cisco's clients include utilities, corporations, universities,
governments, and small to medium-size businesses worldwide.

     Citigroup, Inc. Citigroup, Inc. is a diversified financial services holding
company that provides a broad range of financial services to consumer and
corporate customers around the world. The company's services include investment
banking, retail brokerage, corporate banking, and cash management products and
services.

     Coca-Cola Company. Coca-Cola Company manufactures, markets, and distributes
soft drink concentrates and syrups. The company also distributes and markets
juice and juice-drink products. Coca-Cola distributes its products under brand
names such as Coca-Cola, Minute Maid, and Sprite to retailers and wholesalers in
the United States and internationally.

     ConAgra Foods, Inc. ConAgra Foods, Inc. is a food company that manufactures
and markets products for retail consumers, restaurants, and institutions. The
company's products include brands such as Hunt's, Healthy Choice, Banquet,
Bumble Bee, Butterball, Peter Pan, and Swiss Miss. ConAgra conducts operations
in countries around the world.

     Du Pont ( E. I.) de Nemours and Company. Du Pont ( E. I.) de Nemours and
Company is a global chemical and life sciences company, with businesses in
high-performance materials, specialty chemicals, pharmaceuticals, and
biotechnology. The company sells its products to the transportation, textile,
construction, automotive, agricultural, hybrid seeds, nutrition and health,
pharmaceuticals, packaging, and electronics markets.

     Eastman Kodak Company. Eastman Kodak Company develops, manufactures, and
markets consumer, professional, health, and other imaging products and services.
The company's imaging systems include films, photographic papers, processing
services, photographic chemicals, cameras, and projectors. Kodak also develops
digital camera systems which do not use silver halide film technology.

     Electronic Data Systems Corporation. Electronic Data Systems Corporation
offers systems and technology services, business process management, management
consulting, and electronic business. The company's services include the
management of computers, networks, information systems, information processing
facilities, business operations, and related personnel.

     Eli Lilly and Company. Eli Lilly and Company discovers, develops,
manufactures, and sells pharmaceutical products for humans and animals. The
company's products are sold in countries around the world. Eli Lilly's products
include neuroscience products, endocrine products, anti-infectives,
cardiovascular agents, oncology products, an antiulcer agent, and animal health
products.

     Enron Corporation. Enron Corporation conducts electricity, natural gas, and
communications businesses. The company produces electricity and natural gas,
develops, constructs, and operates energy facilities worldwide, and delivers
both physical commodities and financial and risk management services to
customers. The company is also developing an intelligent network platform to
facilitate online business.

     Exxon Mobil Corporation. Exxon Mobil Corporation operates petroleum and
petrochemicals businesses on a worldwide basis. The company's operations include
exploration and production of oil and gas, electric power generation, and coal
and minerals operations. Exxon Mobil also manufactures and markets fuels,
lubricants, and chemicals.

     General Electric Company. General Electric Company develops, manufactures,
and markets products for the generation, distribution, and utilization of
electricity. The company, through General Electric Capital Services, Inc.,
offers a variety of financial services including mutual fund management,
financing, asset management, and insurance. General Electric also owns the
National Broadcasting Company.

     General Mills, Inc. General Mills, Inc. manufactures and markets consumer
food products. The company's products include Cheerios cereal, Betty Crocker
dessert mixes, Pop Secret microwave popcorn, Gold Medal flour, and Yoplait
yogurt. General Mills also has joint venture operations focused on ready-to-eat
cereals worldwide, snack foods in Europe and in China, and baking and dessert
mixes in Latin America.

     Gillette Company. Gillette Company manufactures male and female grooming
products, writing instruments and correction products, toothbrushes and oral
care appliances, and alkaline batteries. The company's products include blades,
razors, shaving preparations, and hair epilation devices. Gillette's products
are sold worldwide.

     H.J. Heinz Company. H.J. Heinz Company manufactures and markets processed
food products throughout the world. The company's products include ketchup,
sauces, pet food, tuna, baby food, soup, frozen dinners, meats, edible oils,
pickles, vinegar, juices, and other food products.

     Hewlett-Packard Company. Hewlett-Packard Company provides imaging and
printing systems, computing systems, and information technology services for
business and home. The company's products include laser and inkjet printers,
scanners, copiers and faxes, personal computers, workstations, storage
solutions, and other computing and printing systems. Hewlett-Packard sells its
products worldwide.

     Intel Corporation. Intel Corporation designs, manufactures, and sells
computer components and related products. The company's major products include
microprocessors, chipsets, embedded processors and microcontrollers, flash
memory products, graphics products, network and communications products, systems
management software, conferencing products, and digital imaging products.

     International Business Machines Corporation (IBM). International Business
Machines Corporation (IBM) provides customer solutions through the use of
advanced information technology. The company's solutions include technologies,
systems, products, services, software, and financing. IBM offers its products
through its global sales and distribution organization, as well as through a
variety of third party distributors and resellers.

     Johnson & Johnson. Johnson & Johnson manufactures health care products and
provides related services. The company sells its products to the consumer,
pharmaceutical, and professional markets in countries around the world. Johnson
& Johnson's principal consumer products include Band-Aid adhesive bandages,
Tylenol acetaminophen products, Johnson's baby products, and Stayfree sanitary
products, among others.

     Kellogg Company. Kellogg Company manufactures and markets ready-to-eat
cereal and other grain-based convenience food products, as well as soy
protein-based meat alternatives. The company's products are marketed under
trademarks such as Kellogg's, Rice Krispies, Pop-Tarts, Eggo, Nutra-Grain, and
Worthington. Kellogg markets its products in the United States, Canada, and
other countries throughout the world.

     Lucent Technologies, Inc. Lucent Technologies, Inc. designs, builds, and
delivers a wide range of public and private networks, communications systems and
software, and data networking systems. The company also designs, builds, and
delivers business telephone systems and microelectronic components. Lucent
conducts its research and development activities through Bell Laboratories.

     McDonald's Corporation. McDonald's Corporation develops, operates,
franchises and services a worldwide system of restaurants. These restaurants
prepare, assemble, package and sell a limited menu of quickly prepared,
moderately priced foods. The company operates restaurants in the United States
and worldwide. Food items include hamburgers, chicken, salads, breakfast foods,
and beverages.

     Medtronic, Inc. Medtronic, Inc. provides device-based therapies that
restore health, extend life, and alleviate pain. The company's principal
products include those for bradycardia pacing, tachyarrhythmia management,
atrial fibrillation management, heart failure management, heart valve
replacement, malignant and non-malignant pain, and movement disorders.
Medtronic's products are sold worldwide.

     Merck & Company, Inc. Merck & Company, Inc. is a global pharmaceutical
company that discovers, develops, manufactures, and markets a broad range of
human and animal health products. The company also provides pharmaceutical
benefit services. Merck's products include Zocor, a treatment for elevated
cholesterol, Pepcid anti-ulcerant, Primaxin antibiotic, and Propecia, a
treatment for male pattern hair loss.

     Microsoft Corporation. Microsoft Corporation develops, manufactures,
licenses, sells, and supports software products. The company offers operating
system software, server application software, business and consumer applications
software, software development tools, and Internet and intranet software.
Microsoft also develops the MSN network of Internet products and services.

     Minnesota Mining and Manufacturing Company (3M). Minnesota Mining and
Manufacturing Company (3M) is a diversified manufacturer of industrial,
commercial, and health care products. The company produces and markets more than
50,000 products worldwide. 3M's products include Post-it-Notes, Flex circuits,
Scotchgard fabric, film, photo protectors, Thinsulate insulation products, and
Nexcare bandages.

     Motorola, Inc. Motorola, Inc. provides integrated communications solutions
and embedded electronic solutions. The company offers software-enhanced wireless
telephones, two-way radios, messaging and satellite communications products and
systems, as well as networking and Internet-access products. Customers include
consumers, network operators, and commercial, government, and industrial
customers.

     NIKE, Inc. NIKE, Inc. creates authentic athletic footwear, apparel,
equipment, and accessories for sports and fitness enthusiasts. The company,
through its subsidiaries, designs and sells a line of men's and women's dress
and casual shoes and accessories. NIKE also markets licensed headwear, and
designs, markets, and sells hockey equipment.

     Oracle Corporation. Oracle Corporation supplies software for enterprise
information management. The company offers databases and relational servers,
application development and decision support tools, and enterprise business
applications. Oracle's software runs on network computers, personal digital
assistants, set-top devices, workstations, PCs, minicomputers, mainframes, and
massively parallel computers.

     PepsiCo, Inc. PepsiCo, Inc. operates worldwide soft drink, juice, and snack
food businesses. The company manufactures, sells, and distributes beverages such
as Pepsi-Cola, Slice, and Tropicana Pure Premium, as well as snack foods such as
Lay's potato chips, Doritos tortilla chips, and Rold Gold pretzels. PepsiCo owns
the international rights to the brand Seven-Up.

     Pfizer, Inc. Pfizer, Inc. is a research-based, global pharmaceutical
company that discovers, develops, manufactures, and markets medicines for humans
and animals. The company's products include prescription pharmaceuticals,
non-prescription self-medications, and animal health products such as
anti-infective medicines and vaccines.

     Philip Morris Companies, Inc. Philip Morris Companies, Inc., through its
subsidiaries, manufactures and sells a variety of consumer products. The company
provides tobacco products, as well as packaged foods such as cheese, processed
meat products, coffee, and grocery products. Philip Morris also provides a
variety of beer and brewed non-alcoholic beverages. The company's products are
sold worldwide.

     Procter & Gamble Company. Procter & Gamble Company manufactures and markets
consumer products in countries throughout the world. The company provides
products in the laundry and cleaning, paper, beauty care, food and beverage, and
health care segments. Procter & Gamble's products include Pampers diapers, Tide
laundry detergent, Pur drinking water systems, Crest toothpaste, and Vicks
cough/cold products.

     Sara Lee Corporation. Sara Lee Corporation manufactures and markets
brand-name products for consumers throughout the world. The company has
operations and markets branded products in many countries. Sara Lee's products
include Sara Lee food items, Jimmy Dean packaged meats, Coach leatherware, Hanes
clothing and hosiery, L'eggs hosiery and Champion activewear, among others.

     Schering-Plough Corporation. Schering-Plough Corporation is a worldwide
pharmaceutical company that discovers and markets new therapies and treatment
programs. The company's core product groups include allergy/respiratory,
anti-infective/anticancer, dermatologicals, and cardiovasculars, as well as an
animal health business. Schering-Plough also conducts health management programs
and sells other consumer products.

     Texas Instruments, Inc. Texas Instruments, Inc. is a global semiconductor
company that designs and supplies digital signal processing and analog
technologies. The company also operates materials and controls and educational
and productivity solutions businesses. Texas Instruments has manufacturing or
sales operations in countries around the world.

     Tyco International, Ltd. Tyco International, Ltd. is a diversified
manufacturing and service company with operations around the world. The company
manufactures, services, and installs electrical and electronic components,
undersea telecommunications systems, and fire protection and security systems.
The company also manufactures flow control valves, healthcare and specialty
products, and plastics.

     Walt Disney Company. Walt Disney Company, an entertainment company,
conducts operations in media networks, studio entertainment, theme parks and
resorts, consumer products, and Internet and direct marketing. The company
produces motion pictures, television programs, and musical recordings, as well
as publishes books and magazines. Disney also operates ABC radio and television
and theme parks.

     Xerox Corporation. Xerox Corporation develops, manufactures, markets,
services, and finances a range of document processing products and services for
use in offices around the world. The company also, through subsidiaries,
provides network management, consulting, design, and integration services for
medium and large companies.



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     To the Board of Directors of Van Kampen Funds Inc. and the Unitholders of
Van Kampen Focus Portfolios, Series 265:
     We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 265 as of January 12, 2001.
The statements of condition and portfolios are the responsibility of the
Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit.
     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of an irrevocable letter of
credit deposited to purchase securities by correspondence with the Custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. We believe our audit provides a reasonable basis for our
opinion.
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Van Kampen Focus Portfolios,
Series 265 as of January 12, 2001, in conformity with accounting principles
generally accepted in the United States of America.

                                                              GRANT THORNTON LLP
   Chicago, Illinois
   January 12, 2001



<TABLE>
<CAPTION>


                             STATEMENTS OF CONDITION
                             AS OF JANUARY 12, 2001

                                                 BANDWIDTH         BIOTECHNOLOGY
                                                & TELECOM-                &
                                                MUNICATIONS        PHARMACEUTICAL         INTERNET
                                                 PORTFOLIO            PORTFOLIO           PORTFOLIO
                                            ---------------      ----------------     ---------------
INVESTMENT IN SECURITIES
<S>                                         <C>                  <C>                  <C>
Contracts to purchase Securities (1)        $       130,978      $        124,852     $       131,640
                                            ---------------      ----------------     ---------------
  Total                                     $       130,978      $        124,852     $       131,640
                                            ===============      ================     ===============

LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
  Organizational costs (2)                  $           113      $            108     $           114
Interest of Unitholders--
  Cost to investors (3)                             130,978               124,852             131,640
  Less: Organizational costs (2)(3)                     113                   108                 114
                                            ---------------      ----------------     ---------------
  Net interest to Unitholders (3)                   130,865               124,744             131,526
                                            ---------------      ----------------     ---------------
Total                                       $       130,978      $        124,852     $       131,640
                                            ===============      ================     ===============


</TABLE>

(1)  The value of the Securities is determined by Interactive Data Corporation
     on the bases set forth under "Public Offering--Offering Price". The
     contracts to purchase Securities are collateralized by separate irrevocable
     letters of credit which have been deposited with the Custodian.

(2)  A portion of the Public Offering Price represents an amount sufficient to
     pay for all or a portion of the costs incurred in establishing a Portfolio.
     The amount of these costs are set forth in the "Fee Table." A distribution
     will be made as of the close of the initial offering period or after six
     months, if earlier, to an account maintained by the Custodian from which
     this obligation of the investors will be satisfied.

(3)  The aggregate public offering price computed on the basis set forth under
     "Public Offering--Offering Price". Units are subject to accrual of the
     deferred sales charge.




                             STATEMENTS OF CONDITION
                             AS OF JANUARY 12, 2001


                                               HIGH-TECH        MULTINATIONAL
                                               35 INDEX           50 INDEX
                                               PORTFOLIO          PORTFOLIO
                                            ---------------    --------------
 INVESTMENT IN SECURITIES
Contracts to purchase Securities (1)       $        128,258    $      125,736
                                            ---------------    --------------
  Total                                    $        128,258    $      125,736
                                            ===============    ==============


LIABILITY AND INTEREST OF UNITHOLDERS
Liability--
  Organizational costs (2)                 $            111    $          109
Interest of Unitholders--
  Cost to investors (3)                             128,258           125,736
  Less: Organizational costs (2)(3)                     111               109
                                            ---------------    --------------
  Net interest to Unitholders (3)                   128,147           125,627
                                            ---------------    --------------
Total                                      $        128,258    $      125,736
                                            ===============    ==============


(1)  The value of the Securities is determined by Interactive Data Corporation
     on the bases set forth under "Public Offering--Offering Price". The
     contracts to purchase Securities are collateralized by separate irrevocable
     letters of credit which have been deposited with the Custodian.

(2)  A portion of the Public Offering Price represents an amount sufficient to
     pay for all or a portion of the costs incurred in establishing a Portfolio.
     The amount of these costs are set forth in the "Fee Table." A distribution
     will be made as of the close of the initial offering period or after six
     months, if earlier, to an account maintained by the Custodian from which
     this obligation of the investors will be satisfied.

(3)  The aggregate public offering price computed on the basis set forth under
     "Public Offering--Offering Price". Units are subject to accrual of the
     deferred sales charge.



THE PORTFOLIOS
--------------------------------------------------------------------------------
   The Portfolios were created under the laws of the State of New York pursuant
to a Trust Indenture and Trust Agreement (the "Trust Agreement"), dated the date
of this Prospectus (the "Initial Date of Deposit"), among Van Kampen Funds Inc.,
as Sponsor, Van Kampen Investment Advisory Corp., as Supervisor, The Bank of New
York, as Custodian, Integrity Life Insurance Co., as Administrator, and American
Portfolio Evaluation Services, a division of Van Kampen Investment Advisory
Corp., as Evaluator.
   The Portfolios offer an opportunity to invest in proportionate interests in
diversified portfolios of equity securities. Units are offered only to separate
accounts to fund benefits under variable annuity contracts issued by insurance
companies. The Accounts will invest in Units in accordance with allocation
instructions received from Contract Owners of the variable annuity contracts.
Accordingly, the interests of a Contract Owner in the Units are subject to the
terms of their contract with the insurance company. The rights of the Accounts
as Unitholders should be distinguished from the rights of a Contract Owner.
   On the Initial Date of Deposit, the Sponsor deposited delivery statements
relating to contracts for the purchase of the Securities and an irrevocable
letter of credit in the amount required for these purchases with the Custodian.
In exchange for these contracts the Custodian delivered to the Sponsor
documentation evidencing the ownership of Units of the Portfolios. Unless
otherwise terminated as provided in the Trust Agreement, the Portfolios will
terminate on the Mandatory Termination Date and any remaining Securities will be
liquidated or distributed by the Custodian within a reasonable time. As used in
this Prospectus the term "Securities" means the securities (including contracts
to purchase these securities) listed in each "Portfolio" and any additional
securities deposited into each Portfolio.
   Additional Units of a Portfolio may be issued at any time by depositing in
the Portfolio (i) additional Securities, (ii) contracts to purchase Securities
together with cash or irrevocable letters of credit or (iii) cash (or a letter
of credit) with instructions to purchase additional Securities. As additional
Units are issued by a Portfolio, the aggregate value of the Securities will be
increased and the fractional undivided interest represented by each Unit will be
decreased. Except as described below, the Sponsor may continue to make
additional deposits into a Portfolio following the Initial Date of Deposit
provided that the additional deposits will be in amounts which will maintain, as
nearly as practicable, the same percentage relationship among the number of
shares of each Security in the Portfolio that existed immediately prior to the
subsequent deposit. Investors may experience a dilution of their investments and
a reduction in their anticipated income because of fluctuations in the prices of
the Securities between the time of the deposit and the purchase of the
Securities and because the Portfolios will pay the associated brokerage or
acquisition fees.
   With respect to the Morgan Stanley High-Technology 35 Index Portfolio and the
Morgan Stanley U.S. Multinational 50 Index Portfolio additional deposits of
securities will seek to maintain, as closely as practicable, the same
proportionate relationship among the Securities in the Portfolio as reflected in
the target index. Thus, although additional Units will be issued, each Unit of
these Portfolios will seek to continue to represent approximately a weighting of
the then current components of the target index at any such deposit. Precise
duplication of the relationship among the Securities in these Portfolios may not
be achieved because it may be economically impracticable as a result of certain
economic factors and procedural policies of the Portfolio such as (1) price
movements of the various Securities will not duplicate one another, (2) the
Portfolio may purchase shares of the Securities in round lot quantities, (3)
reinvestment of excess proceeds not needed to meet redemptions of Units may not
be sufficient to acquire equal round lots of all the Securities in the Portfolio
and (4) reinvestment of proceeds received from Securities which are no longer
components of the target index might not result in the purchase of an equal
number of shares in any replacement security.
   Each Unit of a Portfolio initially offered represents an undivided interest
in that Portfolio. To the extent that any Units are redeemed or additional Units
are issued as a result of additional Securities being deposited by the Sponsor,
the fractional undivided interest in that Portfolio represented by each
unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Portfolio will remain unchanged. Units will remain outstanding
until redeemed upon tender to a Portfolio by the Accounts or until the
termination of the Trust Agreement.
   Each Portfolio consists of (a) the Securities (including contracts for the
purchase thereof) listed under the applicable "Portfolio" as may continue to be
held from time to time in the Portfolio, (b) any additional Securities acquired
and held by the Portfolio pursuant to the provisions of the Trust Agreement and
(c) any cash held in the related Income and Capital Accounts. Neither the
Sponsor, the Administrator nor the Custodian shall be liable in any way for any
failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION
--------------------------------------------------------------------------------
   Each Portfolio seeks to provide capital appreciation by investing in a
portfolio of stocks. No one can guarantee that a Portfolio will achieve its
objective. We describe the objective and selection criteria for each Portfolio
in the individual Portfolio sections beginning on page 4.
   The Sponsor applied the selection criteria to the Securities for inclusion in
each Portfolio prior to the Portfolio's formation. After the initial selection,
the Securities may no longer meet the selection criteria. With the exception of
the Morgan Stanley High-Technology 35 Index Portfolio and the Morgan Stanley
U.S. Multinational 50 Index Portfolio, should a Security no longer meet the
selection criteria, we will generally not remove the Security from its
Portfolio.

RISK FACTORS
--------------------------------------------------------------------------------
   PRICE VOLATILITY. The Portfolios invest in stocks of U.S. and foreign
companies. The value of Units will fluctuate with the value of these stocks and
may be more or less than the price originally paid for Units. The market value
of stocks sometimes moves up or down rapidly and unpredictably. Because the
Portfolios are unmanaged, a Portfolio will not sell stocks in response to market
fluctuations as is common in managed investments. In addition, because some
Portfolios hold a relatively small number of stocks, these Portfolios may
involve greater market risk than in a more diversified investment. As with any
investment, we cannot guarantee that the performance of a Portfolio will be
positive over any period of time.
   DIVIDENDS. Common stocks represent ownership interests in the issuers and are
not obligations of the issuers. Accordingly, common stockholders have a right to
receive dividends only after the company has provided for payment of its
creditors, bondholders and preferred stockholders. Common stocks do not assure
dividend payments. Dividends are paid only when declared by an issuer's board of
directors and the amount of any dividend may vary over time.
   INDEX CORRELATION. The Morgan Stanley High-Technology 35 IndexSM Portfolio
and the Morgan Stanley U.S. Multinational 50 IndexSM Portfolio involve the risk
that the performance of these Portfolios will not sufficiently correspond with
the target index. This can happen for reasons such as:

     o    the impracticability of owning each of the index stocks with the exact
          weightings at a given time.

     o    the possibility of index tracking errors,

     o    the time that elapses between a change in the index and a change in
          the Portfolio, and

     o    fees and expenses of the Portfolio.

   INDUSTRY CONCENTRATIONS. Each Portfolio invests in a single industry or in a
limited number of industries. Any negative impact on the related industry will
have a greater impact on the value of Units than on an investment diversified
over several industries. Investors should understand the risks of these
industries before they invest.
   Telecommunications Issuers. The Bandwidth & Telecommunications Portfolio
invests in telecommunications companies. These companies are subject to
substantial governmental regulation. For example, the United States government
and state governments regulate permitted rates of return and the kinds of
services that a company may offer. This industry has experienced substantial
deregulation in recent years. Deregulation may lead to fierce competition for
market share and can have a negative impact on certain companies. Competitive
pressures are intense and telecommunications stocks can experience rapid
volatility. Certain telecommunications products may become outdated very
rapidly. A company's performance can be hurt if the company fails to keep pace
with technological advances. Certain smaller companies in the portfolio may
involve greater risk than larger, established issuers. Smaller companies may
have limited product lines, markets or financial resources. Their securities may
trade in lower volumes than larger companies. As a result, the prices of these
securities may fluctuate more than the prices of other issuers. Investors should
also review the following section discussing technology companies because these
companies may involve similar risks.
   Technology Issuers. The Internet, Morgan Stanley High-Technology 35 IndexSM
and Morgan Stanley U.S. Multinational 50 Index Portfolios invest significantly
in technology companies. These companies include companies that are involved in
computer and business services, enterprise software/technical software, Internet
and computer software, Internet-related services, networking and
telecommunications equipment, telecommunications services, electronics products,
server hardware, computer hardware and peripherals, semiconductor capital
equipment and semiconductors. These companies face risks related to rapidly
changing technology, rapid product obsolescence, cyclical market patterns,
evolving industry standards and frequent new product introductions. An
unexpected change in technology can have a significant negative impact on a
company. The failure of a company to introduce new products or technologies or
keep pace with rapidly changing technology, can have a negative impact on the
company's results. Technology stocks tend to experience substantial price
volatility and speculative trading. Announcements about new products,
technologies, operating results or marketing alliances can cause stock prices to
fluctuate dramatically. At times, however, extreme price and volume fluctuations
are unrelated to the operating performance of a company. This can impact the
ability to redeem Units at a price equal to or greater than originally paid.
   The market for certain products may have only recently begun to develop, is
rapidly evolving or is characterized by increasing suppliers. Key components of
some technology products are available only from limited sources. This can
impact the cost of and ability to acquire these components. Some technology
companies serve highly concentrated customer bases with a limited number of
large customers. Any failure to meet the standard of these customers can result
in a significant loss or reduction in sales. Many products and technologies are
incorporated into other products. As a result, some companies are highly
dependent on the performance of other technology companies. We cannot guarantee
that these customers will continue to place additional orders or will place
orders in similar quantities as in the past.
   Internet Issuers. The Internet Portfolio invests exclusively in Internet-
related technology companies. In addition to the risks discussed under
"Technology Issuers", an investment in these companies involves risks such as:

     o    Aggressive product pricing due to new market entrants;

     o    Short product lives;

     o    Earnings projections that fail to materialize; and

     o    Increased volatility.


   Health Care Issuers. The Biotechnology & Pharmaceutical and Morgan Stanley
U.S. Multinational 50 IndexSM Portfolios invest significantly in health care
companies. These issuers include companies involved in advanced medical devices
and instruments, drugs and biotechnology, managed care, hospital management/
health services and medical supplies. These companies face substantial
government regulation and approval procedures. Congress and the president have
proposed a variety of legislative changes concerning health care issuers from
time to time. Government regulation, and any change in regulation, can have a
significantly unfavorable effect on the price and availability of products and
services.
   Drug and medical products companies also face the risk of increasing
competition from new products or services, generic drug sales, termination of
patent protection for drug or medical supply products and the risk that a
product will never come to market. The research and development costs of
bringing a new drug or medical product to market are substantial. This process
involves lengthy government review with no guarantee of approval. These
companies may have losses and may not offer proposed products for several years,
if at all. The failure to gain approval for a new drug or product can have a
substantial negative impact on a company and its stock.
   Health care facility operators face risks related to demand for services, the
ability of the facility to provide required services, confidence in the
facility, management capabilities, competition, efforts by insurers and
government agencies to limit rates, expenses, the cost and possible
unavailability of malpractice insurance, and termination or restriction of
government financial assistance (such as Medicare, Medicaid or similar
programs).
   LEGISLATION/LITIGATION. From time to time, various legislative initiatives
are proposed in the United States and abroad which may have a negative impact on
certain of the companies represented in the Portfolios. In addition, litigation
regarding any of the issuers of the Securities, such as that concerning
Microsoft Corporation or Philip Morris Companies, Inc. or of the industries
represented by these issuers may negatively impact the share prices of these
Securities. No one can predict what impact any pending or threatened litigation
will have on the share prices of the Securities.
   NO FDIC GUARANTEE. An investment in a Portfolio is not a deposit of any bank
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

PUBLIC OFFERING
--------------------------------------------------------------------------------
   GENERAL. Units are offered at the Public Offering Price which includes the
underlying value of the Securities and cash, if any, in the Income and Capital
Accounts. A portion of the Public Offering Price includes an amount of
Securities to pay for all or a portion of the costs incurred in establishing
each Portfolio, including the cost of preparing documents relating to the
Portfolio (such as the prospectus, trust agreement and closing documents,
federal and state registration fees, the initial fees and expenses of the
Custodian and Administrator and legal and audit expenses).
   OFFERING PRICE. The Public Offering Price of Units will vary from the amounts
stated under "Summary of Essential Financial Information" in accordance with
fluctuations in the prices of the underlying Securities in the Portfolios. The
initial price of the Securities was determined by Interactive Data Corporation,
a firm regularly engaged in the business of evaluating, quoting or appraising
comparable securities. The Evaluator will generally determine the value of the
Securities as of the Evaluation Time on each business day and will adjust the
Public Offering Price of Units accordingly. This Public Offering Price will be
effective for all orders received prior to the Evaluation Time on each business
day. The Evaluation Time is the close of the New York Stock Exchange on each
Portfolio business day. Orders received by the Administrator for purchases,
sales or redemptions after that time, or on a day which is not a business day,
will be held until the next determination of price. The term "business day", as
used herein and under "Rights of Unitholders--Redemption of Units", excludes
Saturdays, Sundays and holidays observed by the New York Stock Exchange.
   The aggregate underlying value of the Securities during the initial offering
period is determined on each business day by the Evaluator in the following
manner: If the Securities are listed on a national or foreign securities
exchange or the Nasdaq Stock Market, Inc., this evaluation is generally based on
the closing sale prices on that exchange or market unless it is determined that
these prices are inappropriate as a basis for valuation) or, if there is no
closing sale price on that exchange or market, at the closing asked prices. If
the Securities are not listed on a national or foreign securities exchange or
the Nasdaq Stock Market, Inc. or, if so listed and the principal market therefor
is other than on the exchange or market, the evaluation shall generally be based
on the current asked price on the over-the-counter market (unless it is
determined that these prices are inappropriate as a basis for evaluation). If
current asked prices are unavailable, the evaluation is generally determined (a)
on the basis of current asked prices for comparable securities, (b) by
appraising the value of the Securities on the asked side of the market or (c) by
any combination of the above. The value of any foreign securities is based on
the applicable currency exchange rate as of the Evaluation Time. The value of
the Securities for purposes of secondary market transactions and redemptions is
described under "Rights of Unitholders--Redemption of Units".
   In offering the Units to the Accounts, the Sponsor is not recommending any of
the individual Securities but rather the entire pool of Securities in a
Portfolio, taken as a whole, which are represented by the Units.
   UNIT DISTRIBUTION. Units will be distributed to the Accounts by the Sponsor
at the Public Offering Price. Units are offered only to separate accounts to
fund benefits under variable annuity contracts issued by insurance companies.
The Accounts will invest in Units in accordance with allocation instructions
received from Contract Owners. Accordingly, the interests of a Contract Owner in
the Units are subject to the terms of their contract with the insurance company.
   SPONSOR COMPENSATION. The Sponsor will realize a profit or loss as a result
of the difference between the price paid for the Securities by the Sponsor and
the cost of the Securities to each Portfolio on the Initial Date of Deposit as
well as on subsequent deposits. See "Notes to Portfolios". The Sponsor has not
participated as sole underwriter or as manager or as a member of the
underwriting syndicates or as an agent in a private placement for any of the
Securities. The Sponsor may realize profit or loss as a result of the possible
fluctuations in the market value of the Securities, since all proceeds received
from purchasers of Units are retained by the Sponsor. Cash, if any, made
available to the Sponsor prior to the date of settlement for the purchase of
Units may be used in the Sponsor's business and may be deemed to be a benefit to
the Sponsor, subject to the limitations of the Securities Exchange Act of 1934.
   The Sponsor or an affiliate may have participated in a public offering of one
or more of the Securities. The Sponsor, an affiliate or their employees may have
a long or short position in these Securities or related securities. An affiliate
may act as a specialist or market maker for these Securities. An officer,
director or employee of the Sponsor or an affiliate may be an officer or
director for issuers of the Securities.
   Purchases and sales of Securities by a Portfolio may impact the value of the
Securities. This may especially be the case during the initial offering of
Units, upon Portfolio termination and in the course of satisfying large Unit
redemptions. Any publication of a list of Securities, or a list of anticipated
Securities, to be included in a Portfolio may also cause increased buying
activity in certain Securities. Once this information becomes public, investors
may purchase individual Securities appearing in such a publication and may do so
during or prior to the initial offering of Units. It is possible that these
investors could include investment advisory and brokerage firms of the Sponsor
or its affiliates or firms that are distributing Units. This activity may cause
a Portfolio to purchase stocks at a higher price than those buyers who effect
purchases prior to purchases by a Portfolio.

RIGHTS OF UNITHOLDERS
--------------------------------------------------------------------------------
   DISTRIBUTIONS. Dividends and any net proceeds from the sale of Securities
received by a Portfolio will be reinvested into additional Units on behalf of
the Accounts on each Distribution Date to Unitholders of record on the preceding
Record Date. These dates are listed under "Summary of Essential Financial
Information". An Account becomes a Unitholder of record on the date of
settlement (generally three business days after Units are ordered).
   Dividends received by a Portfolio are credited to the Income Account of the
Portfolio. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account. Proceeds received on the
sale of any Securities, to the extent not used to meet redemptions of Units, pay
fees or expenses, or replicate a Portfolio's target index, will be distributed
to Unitholders. Proceeds received from the disposition of any Securities after a
record date and prior to the following distribution date will be held in the
Capital Account and not distributed until the next distribution date. Any
distribution to Unitholders consists of each Unitholder's pro rate share of the
available cash in the Income and Capital Accounts as of the related Record Date.
   REDEMPTION OF UNITS. An Account may redeem Units by tender to the Custodian
at its Unit Investment Trust Division, 101 Barclay Street, 20th Floor, New York,
New York 10286. Units must be tendered to the Custodian, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed and by
payment of applicable governmental charges, if any. No later than the seventh
day following the tender, the Account will be entitled to receive in cash an
amount for each Unit equal to the Redemption Price per Unit next computed on the
date of tender. The "date of tender" is deemed to be the date on which Units are
received by the Custodian, except that with respect to Units received by the
Custodian after the Evaluation Time or on a day which is not a Portfolio
business day, the date of tender is deemed to be the next business day.
   A Portfolio may sell Securities to satisfy Unit redemptions. To the extent
that Securities are sold, the size of a Portfolio will be, and the diversity of
a Portfolio may be, reduced. Sales may be required at a time when Securities
would not otherwise be sold and may result in lower prices than might otherwise
be realized. The price received upon redemption may be more or less than the
amount paid by the Account depending on the value of the Securities at the time
of redemption.
   The Redemption Price per Unit is equal to the pro rata share of each Unit in
each Portfolio determined on the basis of (i) the cash on hand in the Portfolio,
(ii) the value of the Securities in the Portfolio and (iii) dividends receivable
on the Securities in the Portfolio trading ex-dividend as of the date of
computation, less (a) amounts representing taxes or other governmental charges
payable out of the Portfolio and (b) the accrued expenses of the Portfolio.
During the first six months of a Portfolio's life, the redemption price will
also include estimated organizational costs. Unitholders will not pay any
remaining unaccrued amount of the deferred sales charge at the time of
redemption. For these purposes, the Evaluator may determine the value of the
Securities in the following manner: If the Securities are listed on a national
or foreign securities exchange or the Nasdaq Stock Market, Inc., this evaluation
is generally based on the closing sale prices on that exchange or market (unless
it is determined that these prices are inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or market, at the closing
bid prices. If the Securities are not so listed or, if so listed and the
principal market therefor is other than on the exchange or market, the
evaluation may be based on the current bid price on the over-the-counter market.
If current bid prices are unavailable or inappropriate, the evaluation may be
determined (a) on the basis of current bid prices for comparable securities, (b)
by appraising the Securities on the bid side of the market or (c) by any
combination of the above. The value of any foreign securities is based on the
applicable currency exchange rate as of the Evaluation Time.
   The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period during which the SEC determines that
trading on that Exchange is restricted or an emergency exists, as a result of
which disposal or evaluation of the Securities is not reasonably practicable, or
for other periods as the SEC may permit.
   UNITS. Ownership of Units is evidenced in book entry form. Units are
transferable by making a written request to the Custodian. A Unitholder must
sign the written request exactly as his name appears on the records of the
related Portfolio with the signature guaranteed by a participant in the
Securities Transfer Agents Medallion Program ("STAMP") or a signature guarantee
program accepted by the Custodian. In certain instances the Administrator or
Custodian may require additional documents such as, but not limited to, trust
instruments, certificates of death, appointments as executor or administrator or
certificates of corporate authority.
   REPORTS PROVIDED. The Accounts will receive a statement of dividends and
other amounts received by a Portfolio for each distribution. Within a reasonable
time after the end of each year, each Account that was a Unitholder during that
year will receive a statement describing dividends and capital received, actual
Portfolio distributions, Portfolio expenses, a list of the Securities and other
Portfolio information. Unitholders may obtain the Evaluator's evaluations of the
Securities upon request.

PORTFOLIO ADMINISTRATION
--------------------------------------------------------------------------------
   PORTFOLIO ADMINISTRATION. The Portfolios are not managed funds and, except as
provided in the Trust Agreement and below, Securities generally will not be sold
or replaced. The Sponsor may, however, direct that Securities be sold in certain
limited circumstances to protect the Portfolio based on advice from the
Supervisor. These situations may include events such as the issuer having
defaulted on payment of any of its outstanding obligations or the price of a
Security has declined to such an extent or other credit factors exist so that in
the opinion of the Sponsor retention of the Security would be detrimental to the
Portfolio. If a public tender offer has been made for a Security or a merger or
acquisition has been announced affecting a Security, a Portfolio may either sell
the Security or accept a tender offer for cash if the Supervisor determines that
the sale or tender is in the best interest of Unitholders. The related Portfolio
will distribute any cash proceeds to Unitholders. In addition, a Portfolio may
sell Securities to redeem Units or pay Portfolio expenses. If securities or
property are acquired by a Portfolio, the Sponsor may direct a Portfolio to sell
the securities or property and distribute the proceeds to Unitholders or to
accept the securities or property for deposit in the Portfolio. Should any
contract for the purchase of any of the Securities fail, the Sponsor will
(unless substantially all of the moneys held in the Portfolio to cover the
purchase are reinvested in substitute Securities in accordance with the Trust
Agreement) refund the cash and sales charge attributable to the failed contract
to all Unitholders on or before the next distribution date.
   The Sponsor may direct the reinvestment of proceeds of the sale of Securities
if the sale is the direct result of serious adverse credit factors which, in the
opinion of the Sponsor, would make retention of the Securities detrimental to a
Portfolio. In such a case, the Sponsor may, but is not obligated to, direct the
reinvestment of sale proceeds in any other securities that meet the criteria for
inclusion in a Portfolio on the Initial Date of Deposit. The Sponsor may also
instruct the Custodian to take action necessary to ensure that a Portfolio
continues to satisfy the qualifications of a regulated investment company and to
avoid imposition of tax on undistributed income of the Portfolio.
   Not withstanding the preceding discussion, the Morgan Stanley High-Technology
35 Index Portfolio and the Morgan Stanley U.S. Multinational 50 Index Portfolio
will each consist of as many of the stocks in the Portfolio's target index as is
feasible in order to achieve the objective of attempting to provide investment
results that duplicate substantially the total return of the target index. Each
of these Portfolios seeks to invest in no less than 95% of the stocks comprising
its target index. It may be impracticable for a Portfolio to own certain of such
stocks at any time. Adjustments to these Portfolios will be made on an ongoing
basis to match the weightings of the Securities as closely as is feasible with
their weightings in a Portfolio's target index as the Portfolio invests in new
Securities in connection with the creation of additional Units, as companies are
dropped from or added to such index or as Securities are sold to meet
redemptions. Of course, there is no guarantee that this will always be
practicable. Adjustments may also be made from time to time to maintain the
appropriate correlation between a Portfolio and its target index. The proceeds
from any sale will generally be invested in those Securities that are most
under-represented in a Portfolio. Changes in an index may occur as a result of
merger or acquisition activity. In such cases, a Portfolio, as a shareholder of
an issuer which is the object of such merger or acquisition activity, will
presumably receive various offers from potential acquirers of the issuer. A
Portfolio is not permitted to accept any such offers until such time as the
issuer has been removed from the target index. Since, in most cases, an issuer
is removed from an index only after the consummation of a merger or acquisition,
it is anticipated that a Portfolio will generally acquire, in exchange for the
stock of the deleted issuer, the consideration that is being offered to
shareholders of that issuer who have not tendered their shares prior to that
time. Any cash received as consideration in such transactions will be reinvested
in the most under-represented Securities. Any securities received as
consideration which are not included in the target index will be sold as soon as
practicable and will also be reinvested in the most under-represented
Securities.
   When a Portfolio sells Securities, the composition and diversity of the
Securities in the Portfolio may be altered. In order to obtain the best price
for a Portfolio, it may be necessary for the Supervisor to specify minimum
amounts (generally 100 shares) in which blocks of Securities are to be sold. In
effecting purchases and sales of a Portfolio's securities, the Sponsor may
direct that orders be placed with and brokerage commissions be paid to brokers,
including brokers which may be affiliated with the Portfolios, the Sponsor or
dealers participating in the offering of Units. In addition, in selecting among
firms to handle a particular transaction, the Sponsor may take into account
whether the firm has sold or is selling units of unit investment trusts which it
sponsors.
   AMENDMENT OF THE TRUST AGREEMENT. The Custodian and the Sponsor may amend the
Trust Agreement without the consent of Unitholders to correct any provision
which may be defective or to make other provisions that will not adversely
affect Unitholders (as determined in good faith by these parties). The Trust
Agreement may not be amended to increase the number of Units or permit
acquisition of securities in addition to or substitution for the Securities
(except as provided in the Trust Agreement). The Administrator will notify
Unitholders of any amendment.
   TERMINATION. Each Portfolio will terminate on the Mandatory Termination Date
or upon the sale or other disposition of the last Security held in the
Portfolio. A Portfolio may also be terminated in certain other limited
situations. Unitholders will be notified of any termination. The Custodian may
begin to sell Securities in connection with a Portfolio termination nine
business days before, and no later than, the Mandatory Termination Date.
Approximately thirty days before this date, the Administrator will notify
Unitholders and Contract Owners of the termination. Unitholders will receive a
final cash distribution within a reasonable time after the Mandatory Termination
Date. All distributions will be net of Portfolio expenses and costs. Unitholders
will receive a final distribution statement following termination. The Sponsor
anticipates that it will offer a subsequent series of each Portfolio as the
current series terminates. If a Contract Owner's Account offers a subsequent
series as an investment alternative within the Account, the Contract Owner may
instruct the Account to invest the termination proceeds from the current
Portfolio into the subsequent series when available. No one can guarantee that
the Sponsor will offer any subsequent series or, if offered, that any subsequent
series will be offered by any Account. An insurance company may stop offering
the Portfolios as an investment alternative at any time. The Sponsor, in its
sole discretion and without penalty or liability to investors, may decide not to
sponsor future Portfolios or may modify the terms of future investments. The
Administrator will provide notice of any change to the Accounts. The Information
Supplement contains further information regarding termination of the Portfolios.
See "Additional Information".
   LIMITATIONS ON LIABILITIES. The Sponsor, Evaluator, Supervisor, Custodian and
Administrator are under no liability for taking any action or for refraining
from taking any action in good faith pursuant to the Trust Agreement, or for
errors in judgment, but shall be liable only for their own willful misfeasance,
bad faith or gross negligence (negligence in the case of the Custodian and
Administrator) in the performance of their duties or by reason of their reckless
disregard of their obligations and duties hereunder. The Custodian is not liable
for depreciation or loss incurred by reason of the sale by the Custodian of any
of the Securities. In the event of the failure of the Sponsor to act under the
Trust Agreement, the Custodian and Administrator may act thereunder and are not
liable for any action taken by it in good faith under the Trust Agreement. The
Custodian and Administrator are not liable for any taxes or other governmental
charges imposed on the Securities, on them under the Trust Agreement or on a
Portfolio which the Custodian may be required to pay under any present or future
law of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Custodian and Administrator. The
Custodian, Administrator, Sponsor and Supervisor may rely on any evaluation
furnished by the Evaluator and have no responsibility for the accuracy thereof.
Determinations by the Evaluator shall be made in good faith upon the basis of
the best information available to it.
   SPONSOR. Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Portfolios. The Sponsor is an indirect subsidiary of Morgan Stanley Dean Witter
& Co. Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has its principal offices at 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, (630) 684-6000. As of November 30, 2000,
the total stockholders' equity of Van Kampen Funds Inc. was $161,761,917
(audited). Van Kampen Funds Inc. and your Portfolio have adopted a code of
ethics requiring Van Kampen's employees who have access to information on
Portfolio transactions to report personal securities transactions. The purpose
of the code is to avoid potential conflicts of interest and to prevent fraud,
deception or misconduct with respect to your Portfolio. The Information
Supplement contains additional information about the Sponsor.
   If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Custodian may (i) appoint a
successor Sponsor at rates of compensation deemed by the Custodian to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Portfolios as
provided therein or (iii) continue to act as Custodian without terminating the
Trust Agreement.
   CUSTODIAN. The Custodian is The Bank of New York, a trust company organized
under the laws of New York. The Bank of New York has its unit investment trust
division offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668.
The Bank of New York is subject to supervision and examination by the
Superintendent of Banks of the State of New York and the Board of Governors of
the Federal Reserve System, and its deposits are insured by the Federal Deposit
Insurance Corporation to the extent permitted by law. Additional information
regarding the Custodian is set forth in the Information Supplement, including
the Custodian's qualifications and duties, its ability to resign, the effect of
a merger involving the Custodian and the Sponsor's ability to remove and replace
the Custodian. See "Additional Information".
   ADMINISTRATOR. The Administrator is Integrity Life Insurance Company.
Integrity Life Insurance Company is an Ohio stock life insurance company
organized in 1966 that sells life insurance and annuities. Its principal
executive offices are located at 515 West Market Street, Louisville, Kentucky,
40202. Integrity is a wholly owned subsidiary of The Western and Southern Life
Insurance Company, a mutual life insurance company originally organized under
the laws of the State of Ohio on February 23, 1888. Additional information
regarding the Administrator is set forth in the Information Supplement,
including the Administrator's qualifications and duties, its ability to resign,
the effect of a merger involving the Administrator and the Sponsor's ability to
remove and replace the Administrator. See "Additional Information".
   PERFORMANCE INFORMATION. The Sponsor may from time to time in its advertising
and sales materials compare the then current estimated returns on the Portfolios
and returns over specified time periods on other similar Van Kampen trusts
(which may show performance net of expenses and charges which the Portfolios
would have charged) with returns on other taxable investments such as the common
stocks comprising the Dow Jones Industrial Average, the S&P 500, other
investment indices, corporate or U.S. government bonds, bank CDs, money market
accounts or money market funds, or with performance data from Lipper Analytical
Services, Inc., Morningstar Publications, Inc. or various publications, each of
which has characteristics that may differ from those of the Portfolios.
Information on percentage changes in the dollar value of Units may be included
from time to time in advertisements, sales literature, reports and other
information furnished to current or prospective Unitholders. Total return
figures may not be averaged and may not reflect deduction of the sales charge,
which would decrease return. No provision is made for any income taxes payable.
Past performance may not be indicative of future results. The Portfolios are not
managed and Unit price and return fluctuate with the value of common stocks in
the portfolios, so there may be a gain or loss when Units are sold. As with
other performance data, performance comparisons should not be considered
representative of a Portfolio's relative performance for any future period.
   STYLE AND MARKET CAPITALIZATION. A balanced investment portfolio incorporates
various style and market capitalization characteristics. We offer unit trusts
with a variety of styles and capitalizations to meet your needs. A Portfolio is
not a balanced investment portfolio itself and should not be your only
investment. From time to time in advertising and sales materials we may utilize
investment style and market capitalization categories to assist in determining
the investment category that a Portfolio might fill within an investor's overall
investment portfolio. Investors should note that investment style and market
capitalization are not used in selecting the stocks for a Portfolio.
   We determine the style characteristics (growth or value) based on the types
of stocks in a Portfolio. Generally, a growth portfolio includes companies in a
growth phase of their business with increasing earnings. A value portfolio
generally includes companies with low relative price-earnings ratios that we
believe are undervalued. We determine the market capitalization as follows based
on the weighted median market capitalization of a portfolio: Small-Cap -- less
than $1.7 billion; Mid-Cap -- $1.7 billion to $10.5 billion; and Large-Cap --
over $10.5 billion. Investment style and capitalization characteristics will
vary over time. We will not remove a Security from a Portfolio as a result of
any change in characteristics.

TAXATION
--------------------------------------------------------------------------------
   Each Portfolio intends to elect and qualify on a continuing basis for special
federal income tax treatment as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). Each Portfolio intends
to make distributions of substantially all of its investment income and any net
realized capital gains. In addition, each Portfolio intends to comply with the
diversification requirements of Code Section 817(h) related to the tax-deferred
status of insurance company separate accounts. Contract Owners should refer to
the prospectus for their contracts for information regarding the tax
consequences of owning such contracts and should consult their tax advisors
before investing.


PORTFOLIO OPERATING EXPENSES
--------------------------------------------------------------------------------
   GENERAL. The fees and expenses of your Portfolio will generally accrue on a
daily basis. The fees and expenses are generally paid out of the Capital Account
of your Portfolio. When these amounts are paid by or owing to the Custodian or
Administrator, they are secured by a lien on your Portfolio. It is expected that
Securities will be sold to pay these amounts which will result in capital gains
or losses to Unitholders. The Custodian's, Administrator's, Supervisor's and
Evaluator's fees may be increased without approval of the Unitholders by amounts
not exceeding proportionate increases under the category "All Services Less Rent
of Shelter" in the Consumer Price Index or, if this category is not published,
in a comparable category.
   DEFERRED SALES CHARGE. Each Portfolio pays a daily deferred sales charge to
the Sponsor during its life as set forth in the "Fee Table". This fee
compensates the Sponsor for creating and developing each Portfolio, including
determining the Portfolio objective, policies, composition and size, selecting
service providers and information services, and for providing other similar
administrative and ministerial functions. Unitholders will not pay any remaining
unaccrued portion of this fee at the time of any Unit redemption.
   ORGANIZATION COSTS. You and the other Unitholders will bear all or a portion
of the organization costs and charges incurred in connection with the
establishment of your Portfolio. These costs and charges will include the cost
of the preparation, printing and execution of the trust agreement, registration
statement and other documents relating to your Portfolio, federal and state
registration fees and costs, the initial fees and expenses of the Custodian and
Administrator, and legal and auditing expenses. The public offering price of
Units includes the estimated amount of these costs. The Custodian will deduct
these expenses from your Portfolio's assets at the end of the initial offering
period or after six months, if earlier.
   COMPENSATION OF CUSTODIAN AND ADMINISTRATOR. For their services the Custodian
and the Administrator will receive the fee from your Portfolio set forth in the
"Fee Table" (the Custodian's fee includes the estimated amount of miscellaneous
Portfolio expenses). The Custodian benefits to the extent there are funds in the
Capital and Income Accounts since the Capital and Income Accounts are
non-interest bearing to Unitholders and the amounts earned by the Custodian are
retained by the Custodian. Part of the Custodian's compensation for its services
to your Portfolio is expected to result from the use of these funds.
   COMPENSATION OF SUPERVISOR AND EVALUATOR. The Supervisor and Evaluator, which
are affiliates of the Sponsor, will receive the annual fee for portfolio
supervisory and evaluation services set forth in the "Fee Table". These fees may
exceed the actual costs of providing these services to your Portfolio but at no
time will the total amount received for supervisory and evaluation services
rendered to all Van Kampen unit investment trusts in any calendar year exceed
the aggregate cost of providing these services in that year.
   MISCELLANEOUS EXPENSES. The following additional charges are or may be
incurred by your Portfolio: (a) normal expenses (including the cost of mailing
reports to Unitholders) incurred in connection with the operation of the
Portfolio, (b) fees of the Custodian or Administrator for extraordinary
services, (c) expenses of the Custodian or Administrator (including legal and
auditing expenses) and of counsel designated by the Sponsor, (d) various
governmental charges, (e) expenses and costs of any action taken by the
Custodian or Administrator to protect the Portfolio and the rights and interests
of Unitholders, (f) indemnification of the Custodian or Administrator for any
loss, liability or expenses incurred in the administration of the Portfolio
without negligence, bad faith or wilful misconduct on its part, (g) foreign
custodial and transaction fees, (h) costs associated with liquidating the
securities held in the Portfolio, (i) any offering costs incurred after the end
of the initial offering period and (j) expenditures incurred in contacting
Unitholders upon termination of the Portfolio. Each Portfolio may pay the
expenses of updating its registration statement each year.

OTHER MATTERS
--------------------------------------------------------------------------------
   LEGAL OPINIONS. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Winston & Strawn has acted as counsel to the Custodian.
   INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. The statements of condition and the
related portfolios included in this Prospectus have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report in this Prospectus, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
   This Prospectus does not contain all the information set forth in the
Registration Statement filed by the Portfolios with the SEC. The Information
Supplement, which has been filed with the SEC, includes more detailed
information concerning the Securities, investment risks and general information
about the Portfolios. Information about the Portfolios (including the
Information Supplement) can be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Investors may obtain information about the Public
Reference Room by calling 1-202-942-8090. Reports and other information about
the Portfolios are available on the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplication fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.



TABLE OF CONTENTS
--------------------------------------------------------------------------------
        TITLE                                    PAGE
        -----                                    ----
   Summary of Essential Financial Information..     2
   Fee Table...................................     3
   Bandwidth & Telecommunications Portfolio....     4
   Biotechnology & Pharmaceutical Portfolio....     6
   Internet Portfolio..........................     8
   Morgan Stanley High-Technology
      35 IndexSM Portfolio.....................    10
   Morgan Stanley U.S. Multinational 50
      Index Portfolio..........................    12
   Notes to Portfolios.........................    14
   The Securities..............................    15
   Report of Independent Certified
      Public Accountants.......................    36
   Statements of Condition ....................    37
   The Portfolios..............................   A-1
   Objectives and Securities Selection.........   A-2
   Risk Factors................................   A-2
   Public Offering.............................   A-4
   Rights of Unitholders.......................   A-5
   Portfolio Administration....................   A-7
   Taxation....................................  A-10
   Portfolio Operating Expenses................  A-10
   Other Matters...............................  A-11
   Additional Information......................  A-11

--------------
When Units of the Portfolios are no longer available this prospectus may be used
as a preliminary prospectus for a future Portfolio. If this prospectus is used
for future Portfolios please note the following:

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



                                                                       EMSPRO265



                                   PROSPECTUS
--------------------------------------------------------------------------------
                                JANUARY 12, 2001


                                   VAN KAMPEN
                              FOCUS PORTFOLIOS(SM)


      VAN KAMPEN LIFE PORTFOLIOS,
         BANDWIDTH & TELECOMMUNICATIONS
         SERIES 1

      VAN KAMPEN LIFE PORTFOLIOS,
         BIOTECHNOLOGY & PHARMACEUTICAL
         SERIES 1

      VAN KAMPEN LIFE PORTFOLIOS,
         INTERNET SERIES 1

      VAN KAMPEN LIFE PORTFOLIOS,
         MORGAN STANLEY HIGH-TECHNOLOGY
         35 INDEXSM SERIES 1

      VAN KAMPEN LIFE PORTFOLIOS,
         MORGAN STANLEY U.S. MULTINATIONAL 50
         INDEXSM SERIES 1



                              VAN KAMPEN FUNDS INC.
                                1 Parkview Plaza
                                  P.O. Box 5555
                      Oakbrook Terrace, Illinois 60181-5555

              Please retain this prospectus for future reference.






                                   VAN KAMPEN
                             INFORMATION SUPPLEMENT
                     VAN KAMPEN FOCUS PORTFOLIOS, SERIES 265


--------------------------------------------------------------------------------
     This Information Supplement provides additional information concerning the
risks and operations of the Portfolio which is not described in the Prospectus.
This Information Supplement should be read in conjunction with the Prospectus.
This Information Supplement is not a prospectus, does not include all of the
information that an investor should consider before investing in a Portfolio and
may not be used to offer or sell Units without the Prospectus. Copies of the
Prospectus can be obtained by contacting the Sponsor at 1 Parkview Plaza, P.O.
Box 5555, Oakbrook Terrace, Illinois 60181-5555. This Information Supplement is
dated as of the date of the Prospectus and all capitalized terms have been
defined in the Prospectus.

                                TABLE OF CONTENTS
                                                                 PAGE
       Risk Factors                                                 2
       The Portfolios                                               5
       Sponsor Information                                          8
       Custodian and Administrator Information                      8
       Portfolio Termination                                        9

RISK FACTORS
     PRICE VOLATILITY. Because the Portfolios invest in common stocks of U.S.
and foreign companies, investors should understand the risks of investing in
common stocks before purchasing Units. These risks include the risk that the
financial condition of the company or the general condition of the stock market
may worsen and the value of the stocks (and therefore Units) will fall. Common
stocks are especially susceptible to general stock market movements. The value
of common stocks often rises or falls rapidly and unpredictably as market
confidence and perceptions of companies change. These perceptions are based on
factors including expectations regarding government economic policies,
inflation, interest rates, economic expansion or contraction, political climates
and economic or banking crises. The value of Units will fluctuate with the value
of the stocks in a Portfolio and may be more or less than the price originally
paid for Units. As with any investment, we cannot guarantee that the performance
of a Portfolio will be positive over any period of time. Because the Portfolios
are unmanaged, they will not sell stocks in response to market fluctuations as
is common in managed investments. In addition, because some Portfolios hold a
relatively small number of stocks, these Portfolios may involve greater market
risk than in a more diversified investment.
     DIVIDENDS. Common stocks represent ownership interests in a company and are
not obligations of the company. Accordingly, common stockholders have a right to
receive payments from the company that is subordinate to the rights of
creditors, bondholders or preferred stockholders of the company. This means that
common stockholders have a right to receive dividends only if a company's board
of directors declares a dividend and the company has provided for payment of all
of its creditors, bondholders and preferred stockholders. If a company issues
additional debt securities or preferred stock, the owners of these securities
will have a claim against the company's assets before common stockholders if the
company declares bankruptcy or liquidates its assets even though the common
stock was issued first. As a result, the company may be less willing or able to
declare or pay dividends on its common stock.
     LIQUIDITY. Whether or not the stocks in a Portfolio are listed on a stock
exchange, the stocks may delist from the exchange or principally trade in an
over-the-counter market. As a result, the existence of a liquid trading market
could depend on whether dealers will make a market in the stocks. We cannot
guarantee that dealers will maintain a market or that any market will be liquid.
The value of the stocks could fall if trading markets are limited or absent.
     ADDITIONAL UNITS. The Sponsor may create additional Units of a Portfolio by
depositing into the Portfolio additional stocks or cash with instructions to
purchase additional stocks. A cash deposit could result in a dilution of an
investment and anticipated income because of fluctuations in the price of the
stocks between the time of the deposit and the purchase of the stocks and
because the Portfolio will pay brokerage fees.
     VOTING. Only the Custodian may sell or vote the stocks in a Portfolio.
While Unitholders may sell or redeem Units, they may not sell or vote the stocks
in a Portfolio. The Sponsor will instruct the Custodian how to vote the stocks.
The Custodian will vote the stocks in the same general proportion as shares held
by other shareholders if the Sponsor fails to provide instructions.
   TECHNOLOGY ISSUERS. Certain Portfolios are concentrated in issuers within the
technology industry. A portfolio concentrated in a single industry may present
more risk than a portfolio broadly diversified over several industries. These
Portfolios, and therefore Unitholders, may be particularly susceptible to a
negative impact resulting from adverse market conditions or other factors
affecting technology issuers because any negative impact on the technology
industry will not be diversified among issuers within other unrelated
industries. Accordingly, an investment in Units should be made with an
understanding of the characteristics of the technology industry and the risks
which such an investment may entail.
   Technology companies generally include companies involved in the development,
design, manufacture and sale of computers, computer related equipment, computer
networks, communications systems, telecommunications products, electronic
products, and other related products, systems and services. The market for
technology products and services, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and frequent
new product introductions. The success of the issuers of the Securities depends
in substantial part on the timely and successful introduction of new products.
An unexpected change in one or more of the technologies affecting an issuer's
products or in the market for products based on a particular technology could
have a material adverse affect on an issuer's operating results. Furthermore,
there can be no assurance that the issuers of the Securities will be able to
respond timely to compete in the rapidly developing marketplace.
   The market for certain technology products and services may have only
recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. Additionally, certain technology companies
may have only recently commenced operations or offered equity securities to the
public. Such companies are in the early stage of development and have a limited
operating history on which to analyze future operating results. It is important
to note that following its initial public offering a security is likely to
experience substantial stock price volatility and speculative trading.
Accordingly, there can be no assurance that upon redemption of Units or
termination of a Portfolio a Unitholder will receive an amount greater than or
equal to the Unitholder's initial investment.
   Based on trading history, factors such as announcements of new products or
development of new technologies and general conditions of the industry have
caused and are likely to cause the market price of technology common stocks to
fluctuate substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to the
operating performance of such companies. This market volatility may adversely
affect the market price of the Securities and therefore the ability of a
Unitholder to redeem units, or roll over Units into a new trust, at a price
equal to or greater than the original price paid for such Units.
   Some key components of certain products of technology issuers are currently
available only from single sources. There can be no assurance that in the future
suppliers will be able to meet the demand for components in a timely and cost
effective manner. Accordingly, an issuer's operating results and customer
relationships could be adversely affected by either an increase in price for, or
and interruption or reduction in supply of, any key components. Additionally,
many technology issuers are characterized by a highly concentrated customer base
consisting of a limited number of large customers who may require product
vendors to comply with rigorous and constantly developing industry standards.
Any failure to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies are incorporated into
other related products, certain companies are often highly dependent on the
performance of other computer, electronics and communications companies. There
can be no assurance that these customers will place additional orders, or that
an issuer of Securities will obtain orders of similar magnitude as past orders
form other customers. Similarly, the success of certain companies is tied to a
relatively small concentration of products or technologies with intense
competition between companies. Accordingly, a decline in demand of such
products, technologies or from such customers could have a material adverse
impact on issuers of the Securities.
    TELECOMMUNICATIONS ISSUERS. Because certain Portfolios are concentrated in
the telecommunications industry, the value of the Units of these Portfolios may
be susceptible to factors affecting the telecommunications industry. The
telecommunications industry is subject to governmental regulation and the
products and services of telecommunications companies may be subject to rapid
obsolescence. These factors could affect the value of Units. Telephone companies
in the United States, for example, are subject to both state and federal
regulations affecting permitted rates of returns and the kinds of services that
may be offered. Certain types of companies represented in a portfolio are
engaged in fierce competition for a share of the market of their products. As a
result, competitive pressures are intense and the stocks are subject to rapid
price volatility. While a portfolio concentrates on the securities of
established suppliers of traditional telecommunication products and services, a
Portfolio may also invest in smaller telecommunications companies which may
benefit from the development of new products and services. These smaller
companies may present greater opportunities for capital appreciation, and may
also involve greater risk than large, established issuers. Such smaller
companies may have limited product lines, market or financial resources, and
their securities may trade less frequently and in limited volume than the
securities of larger, more established companies. As a result, the prices of the
securities of such smaller companies may fluctuate to a greater degree than the
prices of securities of other issuers.
    HEALTH CARE ISSUERS. An investment in Units of certain Portfolios should be
made with an understanding of the problems and risks inherent in the healthcare
industry in general. Healthcare companies involved in advanced medical devices
and instruments, drugs and biotech, managed care, hospital management/health
services and medical supplies have potential risks unique to their sector of the
healthcare field. These companies are subject to governmental regulation of
their products and services, a factor which could have a significant and
possibly unfavorable effect on the price and availability of such products or
services. Furthermore, such companies face the risk of increasing competition
from new products or services, generic drug sales, termination of patent
protection for drug or medical supply products and the risk that technological
advances will render their products obsolete. The research and development costs
of bringing a drug to market are substantial, and include lengthy governmental
review processes with no guarantee that the product will ever come to market.
Many of these companies may have losses and not offer certain products for
several years. Such companies may also have persistent losses during a new
product's transition from development to production, and revenue patterns may be
erratic. In addition, healthcare facility operators may be affected by events
and conditions including, among other things, demand for services, the ability
of the facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other hospitals, efforts by
insurers and governmental agencies to limit rates, legislation establishing
state rate-setting agencies, expenses, government regulation, the cost and
possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that associated with
Medicare, Medicaid and other similar third-party payor programs.
    Legislative proposals concerning healthcare are proposed in Congress from
time to time. These proposals span a wide range of topics, including cost and
price controls (which might include a freeze on the prices of prescription
drugs), national health insurance, incentives for competition in the provision
of healthcare services, tax incentives and penalties related to healthcare
insurance premiums and promotion of pre-paid healthcare plans. The Sponsor is
unable to predict the effect of any of these proposals, if enacted, on the
issuers of Securities in the Portfolio.
   LITIGATION. Philip Morris Companies, Inc. common stock may represent a
significant portion of the value of certain Portfolios. Pending or threatened
legal proceedings against Philip Morris cover a wide range of matters including
product liability and consumer protection. Damages claimed in many of the
smoking and health cases alleging personal injury (both individual and class
actions), and in health cost recovery cases brought by governments, unions and
similar entities (the most recent suit was filed by the Justice Department on
September 22, 1999) seeking reimbursement for healthcare expenditures, aggregate
many billions of dollars.
   On November 23, 1998, Philip Morris entered into a Master Settlement
Agreement with 46 state governments to settle the asserted and unasserted
healthcare cost recovery and certain other claims against them. The Agreement is
subject to final judicial approval in each of the settling states. As part of
the Agreement, Philip Morris and the three other major domestic tobacco
manufacturers have agreed to participate in the establishment of a $5.15 billion
trust fund. The trust is to be funded over 12 years beginning in 1999. PM Inc.
has agreed to pay $300 million into the trust in 1999. Philip Morris charged
approximately $3.1 billion as a pretax expense in 1998 as a result of the
settlement, and as of December 31, 1998, had accrued costs of its obligations
under the settlement and to tobacco growers aggregating $1.4 billion, payable
principally before the end of the year 2000. Philip Morris believes the
agreement will likely materially adversely affect the business, volume, cash
flows and/or operating income and financial position of the company in future
years. The degree of the adverse impact will depend, among other things, on the
rates of decline in United States cigarette sales in the premium and discount
segments, the company's share of the domestic premium and discount cigarette
segments, and the effect of any resulting cost advantage of manufacturers not
subject to the agreement.
   Microsoft Corporation is currently engaged in litigation with Sun
Microsystems, Inc., the U.S. Department of Justice and several state Attorneys
General. The complaints against Microsoft include copyright infringement, unfair
competition and anti-trust violations. The claims seek injunctive relief and
monetary damages. The District Court handling the antitrust case recently held
that Microsoft exercised monopoly power in violation of the Sherman Antitrust
Act and various state antitrust laws. The court entered into a final judgment on
June 7, 2000 in which it called for Microsoft to be broken up into two separate
companies, one composed of the company's operating systems and the other
containing its applications software business. The court also called for
significant operating restrictions to be placed on the company until such time
as the separation was completed. Microsoft has stated that it will appeal the
rulings against it after the penalty phase and final decree. It is impossible to
predict what impact the penalties will have on Microsoft or the value of its
stock.
   No one can predict the outcome of the litigation pending against this company
or how the current uncertainty concerning regulatory and legislative measures
will ultimately be resolved. No one can predict the impact that these and other
possible developments will have on the price of this stock or any Portfolio.

THE PORTFOLIOS
     In seeking the Portfolios' objectives, the Sponsor considered the ability
of the Securities to outpace inflation. While inflation is currently relatively
low, the United States has historically experienced periods of double-digit
inflation. While the prices of securities will fluctuate, over time securities
have outperformed the rate of inflation, and other less risky investments, such
as government bonds and U.S. Treasury bills. Past performance is, however, no
guarantee of future results.
     Investors should note that the selection criteria were applied to the
Securities for inclusion in the Portfolios prior to the Initial Date of Deposit.
Should a Security no longer meet the criteria used for selection for a
Portfolio, such Security will not as a result thereof be removed from a
Portfolio (with the exception of the Morgan Stanley High-Technology 35 Index
Portfolio and the Morgan Stanley U.S. Multi-national Index Portfolio).
   BIOTECHNOLOGY & PHARMACEUTICAL PORTFOLIO. The table below illustrates the
performance of the Standard & Poor's 500 Index, the Standard & Poor's
Pharmaceutical Index, and the Nasdaq Biotechnology Index.


                   S&P            S&P           NASDAQ
             PHARMACEUTICAL       500       BIOTECHNOLOGY
                  INDEX          INDEX          INDEX
                --------       --------      -----------
 1994            16.43%            1.28%        (18.44%)
 1995            59.22            37.11          88.54
 1996            24.09            22.68          (0.33)
 1997            50.27            33.10          (0.07)
 1998            47.26            28.58          44.28
 1999           (11.56)           20.89         101.64
 2000            33.89            (9.10)         22.99


   Performance is measured from December 31, 1993 because that is the first date
that information is available for the Nasdaq Biotechnology Index. The S&P 500
and the S&P Pharmaceutical Index performance includes the reinvestment of
dividends. The Nasdaq Biotechnology Index performance does not include the
reinvestment of dividends as these stocks do not typically pay dividends and
that information is not available for the index. Source: FactSet Research
Systems, Inc. and Bloomberg. The figures do not take into consideration taxes or
any sales charges, commissions or fees that an investor would incur in
connection with these investments.
   MORGAN STANLEY U.S. MULTINATIONAL 50 INDEX PORTFOLIO. Hypothetical annual
price appreciation for the Morgan Stanley Multinational Index, Standard & Poor's
500 Index and the Morgan Stanley Capital International World Index is shown in
the following table.


                         MORGAN
                         STANLEY
                         MULTI-                    MSCI
                        NATIONAL     S&P 500       WORLD
                          INDEX       INDEX        INDEX
                        ---------   ---------    ---------
1992                      (0.05%)     4.46%      (7.14%)
1993                       2.44       7.06       20.39
1994                       7.93      (1.54)       3.15
1995                      39.66      34.11       18.70
1996                      28.95      20.26       11.72
1997                      33.40      31.01       14.18
1998                      33.58      26.67       22.77
1999                      21.65      19.52       23.56
2000                     (10.37)    (10.14)     (14.05)


   This is not the past performance of any Portfolio or a previous series of any
Portfolio and does not indicate the future performance of any Portfolio. The
performance figure for the Morgan Stanley Multinational IndexSM reflects
hypothetical Portfolio sales charges and expenses. The performance of any
Portfolio will differ from the index because a Portfolio includes a sales charge
and expenses. In addition, a Portfolio may not be able to exactly replicate the
index.
   INTERNET PORTFOLIO. The Internet has become a part of daily life for many
people and continues to grow at a significant rate. The Internet is in a growth
phase that challenges traditional business models by offering advantages to
companies embracing it. The Internet is generally recognized as one of the
fastest-growing commercial innovations. Although it is still evolving as a
medium for communications and commerce, it has already had a substantial impact
on both consumers and business. For consumers, the advent of online shopping has
brought greater convenience, while businesses have enjoyed productivity gains.
Not only can consumers shop from the convenience of their homes, but they also
have connections to a variety of online information. It is relatively easy to
conduct research on various products or subjects, giving people another outlet
for information.
     Jupiter B-to-B Commerce Model (June, 2000) estimates that United States
online business-to-business commerce could be as follows in billions of dollar
and as a percentage of total United States trade: 2000 - $336 (3%); 2001 - $700
(6%); 2002 - $1,510 (12%); 2003 - $2,940 (22%); 2004 - $4,592 (32%); 2005 -
$6,343 (42%). This information is not intended to depict actual performance or
predict future performance of any company, security of a Portfolio. It is only
intended to depict forecasted revenues from business-to-business commerce
according to the Jupiter B-to-B Commerce Model (June, 2000). There can be no
assurance that these estimates will be realized or that current trends will
continue. No one can guarantee that continuation of these trends or realization
of these estimates will have a positive impact on the performance of an
investment.
     MORGAN STANLEY HIGH-TECHNOLOGY 35 INDEX PORTFOLIO. Hypothetical annual
total returns for the Morgan Stanley High-Technology 35 Index, the Standard &
Poor's 500 Index and the Standard & Poor's Technology Index are shown in the
following table.


                  HIGH-TECH        S&P           S&P
                  35 INDEX         500       TECHNOLOGY
                  --------      --------     -----------
  1995              51.04%        37.11%       42.83%
  1996              21.59         22.68        41.37
  1997              17.08         33.10        26.09
  1998              95.67         28.58        72.95
  1999             110.87         20.89        75.10
  2000             (27.43)        (9.10)      (39.97)


   This is not the past performance of any Portfolio or a previous series of any
Portfolio and does not indicate the future performance of any Portfolio. The
performance figure for the High-Tech 35 Index does not reflect hypothetical
Portfolio sales charges and expenses. The performance of any Portfolio will be
lower than the index because a Portfolio includes a sales charge and expenses.
In addition, a Trust may not be able to exactly replicate the index and will not
necessarily change if the index changes.

     When reviewing any historical performance information, investors should
keep in mind that past performance cannot guarantee future results. Many stocks,
especially those issued by technology companies, have exhibited above-average
price appreciation and extreme volatility in recent years during a period of a
generally rising stock market. No one can guarantee that this will continue or
that the performance of stocks will replicate the performance exhibited in the
past.
   These figures do not take into consideration taxes or any sales charges,
commissions or fees that an investor would incur in connection with these
investments. The S&P 500 Index measures the performance of 500 stocks from 83
industrial groups. U.S. Treasury bonds are considered long-term investments and
are subject to price fluctuations. The value of long-term bonds decline as
interest rates rise. Stock indices are unmanaged, statistical composites and do
not include payment of any sales charges or fees an investor would pay to
purchase the securities they represent. Furthermore, an investment cannot be
made in an index. U.S. Treasury bills are short-term obligations of the U.S.
government that are purchased at a discount and mature at face value. U.S.
government securities are backed by the full faith and credit of the government.
The Consumer Price Index is a statistical measure of the annual rate of
inflation; it is not an investment. The historical performance of these indices
is shown for illustrative purposes only; it is not meant to forecast, imply or
guarantee the future performance of any particular investment vehicle or the
Portfolio. Securities in which the Portfolio invests will be different from
those in these indices. Common stocks involve greater risks than government
bonds and CDs, as they are more volatile and have greater potential for loss of
principal.
   MORGAN STANLEY INDICES. The Morgan Stanley indices (the "Indices") are the
exclusive property of Morgan Stanley and is a service mark of Morgan Stanley and
has been licensed for use by the Trusts and Van Kampen Funds Inc.
   This fund is not sponsored, endorsed, sold or promoted by Morgan Stanley.
Morgan Stanley makes no representation or warranty, express or implied, to the
owners of this fund or any member of the public regarding the advisability of
investing in funds generally or in this fund particularly or the ability of the
Indices to track general stock market performance. Morgan Stanley is the
licensor of certain trademarks, service marks and trade names of Morgan Stanley
and of the Indices which are determined, composed and calculated by Morgan
Stanley without regard to the issuer of this fund or this fund. Morgan Stanley
has no obligation to take the needs of the issuer of this fund or the owners of
this fund into consideration in determining, composing or calculating the
Indices. Morgan Stanley is not responsible for and has not participated in the
determination of or the timing of, prices at, or quantities of this fund to be
issued or in the determination or calculation of the equation by which Units of
this fund is redeemable for cash. Morgan Stanley has no obligation or liability
to owners of this fund in connection with the administration, marketing or
trading of this fund.
   ALTHOUGH MORGAN STANLEY SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE
IN THE CALCULATION OF THE INDICES FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF THE INDICES OR ANY DATA INCLUDED THEREIN. NEITHER
MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES,
OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDICES OR
ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR
FOR ANY OTHER USE. NEITHER MORGAN STANLEY NOR ANY OTHER PARTY MAKES ANY EXPRESS
OR IMPLIED WARRANTIES, AND MORGAN STANLEY HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL MORGAN STANLEY OR ANY OTHER PARTY HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY
OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF
SUCH DAMAGES.

SPONSOR INFORMATION
   Van Kampen Funds Inc., a Delaware corporation, is the Sponsor of the
Portfolios. The Sponsor is an indirect subsidiary of Van Kampen Investments Inc.
Van Kampen Investments Inc. is a wholly owned subsidiary of MSAM Holdings II,
Inc., which in turn is a wholly owned subsidiary of Morgan Stanley Dean Witter &
Co. ("MSDW").
     MSDW, together with various of its directly and indirectly owned
subsidiaries, is engaged in a wide range of financial services through three
primary businesses: securities, asset management and credit services. These
principal businesses include securities underwriting, distribution and trading;
merger, acquisition, restructuring and other corporate finance advisory
activities; merchant banking; stock brokerage and research services; credit
services; asset management; trading of futures, options, foreign exchange
commodities and swaps (involving foreign exchange, commodities, indices and
interest rates); and real estate advice, financing and investing.
     Van Kampen Funds Inc. specializes in the underwriting and distribution of
unit investment trusts and mutual funds with roots in money management dating
back to 1926. The Sponsor is a member of the National Association of Securities
Dealers, Inc. and has its principal offices at 1 Parkview Plaza, P.O. Box 5555,
Oakbrook Terrace, Illinois 60181-5555, (630) 684-6000. As of November 30, 2000,
the total stockholders' equity of Van Kampen Funds Inc. was $161,761,917
(audited). (This paragraph relates only to the Sponsor and not to the Portfolio
or to any other Series thereof. The information is included herein only for the
purpose of informing investors as to the financial responsibility of the Sponsor
and its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)
     As of September 30, 2000, the Sponsor and its Van Kampen affiliates managed
or supervised more than $100 billion of investment products. The Sponsor and its
Van Kampen affiliates offer more than 50 open-end mutual funds, 37 closed-end
funds, and have sponsored over 2,700 series of fixed income and equity unit
investment trusts.
     If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall become bankrupt or its affairs
are taken over by public authorities, then the Custodian may (i) appoint a
successor Sponsor at rates of compensation deemed by the Custodian to be
reasonable and not exceeding amounts prescribed by the Securities and Exchange
Commission, (ii) terminate the Trust Agreement and liquidate the Portfolios as
provided therein or (iii) continue to act as Custodian without terminating the
Trust Agreement.

CUSTODIAN AND ADMINISTRATOR INFORMATION
     The Custodian is The Bank of New York, a trust company organized under the
laws of New York. The Bank of New York has its unit investment trust division
offices at 101 Barclay Street, New York, New York 10286 (800) 221-7668. The Bank
of New York is subject to supervision and examination by the Superintendent of
Banks of the State of New York and the Board of Governors of the Federal Reserve
System, and its deposits are insured by the Federal Deposit Insurance
Corporation to the extent permitted by law.
     The Administrator is Integrity Life Insurance Company. Integrity Life
Insurance Company is an Ohio stock life insurance company organized in 1966 that
sells life insurance and annuities. Its principal executive offices are located
at 515 West Market Street, Louisville, Kentucky, 40202. Integrity is a wholly
owned subsidiary of The Western and Southern Life Insurance Company, a mutual
life insurance company originally organized under the laws of the State of Ohio
on February 23, 1888.
     The duties of the Custodian and Administrator are primarily ministerial in
nature. They did not participate in the selection of Securities for the
Portfolios.
     In accordance with the Trust Agreement, the Custodian and Administrator
shall keep proper books of record and account of all transactions at their
respective offices. Such records shall include the name and address of, and the
number of Units of each Portfolio held by, every Unitholder or Contract Owner,
as applic able. Such books and records shall be open to inspection by any
Unitholder at all reasonable times during the usual business hours. The
Custodian and Administrator shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation. The Custodian and Administrator are required to keep a certified
copy or duplicate original of the Trust Agreement on file in the office
available for inspection at all reasonable times during the usual business hours
by any Unitholder or Contract Owner, as applicable, together with a current list
of the Securities held in each Portfolio.
     Under the Trust Agreement, the Custodian and Administrator or any successor
custodian or administrator may resign and be discharged of their
responsibilities created by the Trust Agreement by executing an instrument in
writing and filing the same with the Sponsor. The Custodian and Administrator or
successor custodian or administrator must generally mail a copy of the notice of
resignation to all Unitholders then of record, not less than 60 days before the
date specified in such notice when such resignation is to take effect or at such
other time as provided in the Trust Agreement. In certain circumstances, the
Sponsor upon receiving notice of such resignation is obligated to appoint a
successor promptly. The Sponsor may remove the Custodian and appoint a successor
custodian as provided in the Trust Agreement at any time with or without cause.
The Sponsor may also remove the Administrator and appoint a successor
administrator as provided in the Trust Agreement in certain cases. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
Upon execution of a written acceptance of such appointment by such successor
custodian or administrator, all the rights, powers, duties and obligations of
the original custodian or administrator shall vest in the successor, if any. The
resignation or removal of the Custodian becomes effective only when the
successor custodian accepts its appointment as such or when a court of competent
jurisdiction appoints a successor custodian.
     Any corporation into which a Custodian or Administrator may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which a Custodian or Administrator shall be a party, shall
be the successor custodian or administrator. The Custodian must be a banking
corporation organized under the laws of the United States or any state and
having at all times an aggregate capital, surplus and undivided profits of not
less than $5,000,000.

PORTFOLIO TERMINATION
     A Portfolio may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Portfolio then outstanding. A
Portfolio will be liquidated by the Custodian in the event that a sufficient
number of Units of such Portfolio not yet sold are tendered for redemption by
the Sponsor, so that the net worth of such Portfolio would be reduced to less
than 40% of the value of the Securities at the time they were deposited in such
Portfolio. If a Portfolio is liquidated because of the redemption of unsold
Units by the Sponsor, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Security held thereunder, but in
no event will it continue beyond the Mandatory Termination Date.
     Commencing during the period beginning nine business days prior to, and no
later than, the Mandatory Termination Date, Securities will begin to be sold in
connection with the termination of the Portfolios. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. The Sponsor
shall direct the liquidation of the Securities in such manner as to effectuate
orderly sales and a minimal market impact. In the event the Sponsor does not so
direct, the Securities shall be sold within a reasonable period and in such
manner as the Custodian, in its sole discretion, shall determine. At least 30
days before the Mandatory Termination Date the Administrator will provide
written notice of any termination to all Unitholders and Contract Owners of the
appropriate Portfolio. Unitholders will receive a cash distribution from the
sale of the remaining Securities within a reasonable time following the
Mandatory Termination Date. The Custodian will deduct from the funds of the
appropriate Portfolio any accrued costs, expenses, advances or indemnities
provided by the Trust Agreement, including estimated compensation of the
Custodian, costs of liquidation and any amounts required as a reserve to provide
for payment of any applicable taxes or other charges or liabilities. Any sale of
Securities in a Portfolio upon termination may result in a lower amount than
might otherwise be realized if such sale were not required at such time. The
Custodian and Administrator will then distribute to each Unitholder of each
Portfolio, and, indirectly, to each Contract Owner his pro rata share of the
balance of the Income and Capital Accounts of such Portfolio.
     Within 60 days of the final distribution Unitholders and Contract Owners
will be furnished a final distribution statement of the amount distributable. At
such time as the Custodian and Administrator in their sole discretion will
determine that any amounts held in reserve are no longer necessary, it will make
distribution thereof to Unitholders in the same manner.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission