VAN KAMPEN FOCUS PORTFOLIOS SERIES 267, 497, 2001-01-10

VAN KAMPEN FOCUS PORTFOLIOS SERIES 267
497, 2001-01-10

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

THE DOWSM STRATEGIC 10 PORTFOLIO
JANUARY 2001 SERIES

THE DOWSM STRATEGIC 5 PORTFOLIO
JANUARY 2001 SERIES

THE DOW 5SM & TECH STRATEGIC PORTFOLIO
JANUARY 2001 SERIES

NASDAQSM STRATEGIC 10 PORTFOLIO
JANUARY 2001 SERIES

STRATEGIC PICKS OPPORTUNITY TRUST
JANUARY 2001 SERIES

EAFESM STRATEGIC 20 PORTFOLIO
JANUARY 2001 SERIES

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

Van Kampen Focus Portfolios, Series 267 includes the unit investment trusts
described above (the "Portfolios"). Each Portfolio uses a refined indexing
strategy that seeks to provide above-average total return through an investment
in a diversified portfolio of well-known stocks. Of course, we cannot guarantee
that a Portfolio will achieve its objective.

JANUARY 9, 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 9, 2001

THE DOWSM
STRATEGIC
10 AND 5 OTHER
PUBLIC OFFERING PRICE PORTFOLIOS PORTFOLIOS
------------ ------------
Aggregate value of Securities per Unit (1) $ 9.900 $ 9.900
Sales charge 0.275 0.295
Less deferred sales charge 0.175 0.195
Public offering price per Unit (2) $ 10.000 $ 10.000

GENERAL INFORMATION
Initial Date of Deposit January 9, 2001
Mandatory Termination Date March 12, 2002
Record Date October 10, 2001
Distribution Date October 25, 2001

ESTIMATED ESTIMATED ESTIMATED
INITIAL AGGREGATE INITIAL ANNUAL REDEMPTION ORGANIZATIONAL
NUMBER OF VALUE OF DISTRIBUTION DIVIDENDS PRICE PER COSTS PER
PORTFOLIO INFORMATION UNITS (3) SECURITIES (1) PER UNIT (4) PER UNIT (4) UNIT (5) UNIT (1)
------------ -------------- ------------- ------------- ------------- -------------
The DowSM
<S> <C> <C> <C> <C> <C> <C>
Strategic 10 Portfolio 14,953 $ 148,034 $ 0.20 $ 0.30008 $ 9.725 $ 0.02602
The DowSM
Strategic 5 Portfolio 14,825 $ 146,763 $ 0.21 $ 0.29117 $ 9.725 $ 0.03241
The Dow 5SM & Tech
Strategic Portfolio 15,130 $ 149,787 $ 0.10 $ 0.14520 $ 9.705 $ 0.02858
NasdaqSM
Strategic 10 Portfolio 15,507 $ 153,516 N/A N/A $ 9.705 $ 0.02101
Strategic Picks
Opportunity Trust 14,892 $ 147,433 $ 0.19 $ 0.25571 $ 9.705 $ 0.03056
EAFESM Strategic
20 Portfolio 24,741 $ 244,939 $ 0.26 $ 0.32641 $ 9.684 $ 0.01039
</TABLE>

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

(1) 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.

(2) You will bear all or a portion of the expenses incurred in organizing and
offering your Portfolio. The public offering price includes the estimated
amount of these costs. These costs include the cost of preparation and
printing of the trust agreement, registration statement and other documents
relating to each Portfolio, federal and state registration fees and costs,
initial fees and expenses of the Trustee, and legal and auditing expenses.
The Trustee will deduct these expenses from your Portfolio at the end of
the initial offering period (approximately two months). The estimated
amount is described above and is included in the "Estimated Costs Over
Time" on the next page. The public offering price will also include any
accumulated dividends or cash in the Income or Capital Accounts of a
Portfolio.

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

(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 is reduced by any remaining deferred sales charge. See
"Rights of Unitholders--Redemption of Units". The redemption price includes
the estimated organizational and offering costs. The redemption price will
not include these costs after the initial offering period.

FEE TABLE

THE DOWSM
STRATEGIC
10 AND 5 OTHER
TRANSACTION FEES (AS % OF OFFERING PRICE) PORTFOLIOS PORTFOLIOS
---------- ----------
Initial sales charge (1) 1.00% 1.00%
Deferred sales charge (2) 1.75% 1.95%
------ ------
Maximum sales charge 2.75% 2.95%
====== ======
Maximum sales charge on reinvested dividends 0.00% 0.00%
====== ======

TRUSTEE'S SUPERVISORY ESTIMATED
FEE AND AND ANNUAL
OPERATING EVALUATION EXPENSES
ESTIMATED ANNUAL EXPENSES PER UNIT EXPENSES FEES PER UNIT
------------- ------------- -------------
<S> <C> <C> <C>
The DowSM Strategic 10 Portfolio $ 0.01143 $ 0.00500 $ 0.01643
The DowSM Strategic 5 Portfolio $ 0.01259 $ 0.00500 $ 0.01759
The Dow 5SM & Tech Strategic Portfolio $ 0.01642 $ 0.00500 $ 0.02142
NasdaqSM Strategic 10 Portfolio $ 0.02399 $ 0.00500 $ 0.02899
Strategic Picks Opportunity Trust $ 0.01444 $ 0.00500 $ 0.01944
EAFESM Strategic 20 Portfolio $ 0.05461 $ 0.00500 $ 0.05961

ESTIMATED COSTS OVER TIME (3) ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
The DowSM Strategic 10 Portfolio $ 32 $ 77 $ 124 $ 254
The DowSM Strategic 5 Portfolio $ 33 $ 79 $ 128 $ 261
The Dow 5SM & Tech Strategic Portfolio $ 35 $ 85 $ 138 $ 281
NasdaqSM Strategic 10 Portfolio $ 35 $ 85 $ 138 $ 281
Strategic Picks Opportunity Trust $ 35 $ 85 $ 138 $ 281
EAFESM Strategic 20 Portfolio $ 37 $ 91 $ 148 $ 301
</TABLE>

This fee table is intended to assist you in understanding the costs that you
will bear and to present a comparison of fees. The "Estimated Costs Over Time"
example illustrates the expenses you would pay on a $1,000 investment assuming a
5% annual return and redemption at the end of each period. This example assumes
that you roll your investment into a new series of the Portfolio each year. Of
course, you should not consider this example a representation of actual past or
future expenses or annual rate of return which may differ from those assumed for
this example. The sales charge and expenses are described under "Public
Offering" and "Portfolio Operating Expenses".

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

(1) The initial sales charge is the difference between the maximum sales charge
and the deferred sales charge.

(2) The deferred sales charge is actually equal to $0.195 per Unit ($0.175 per
Unit for The DowSM Strategic 10 and 5 Portfolios). This amount will exceed
the percentage above if the public offering price per Unit falls below $10
and will be less than the percentage above if the public offering price per
Unit exceeds $10. The deferred sales charge accrues daily from April 10,
2001 through September 9, 2001. Your Portfolio pays a proportionate amount
of these charges on the 10th day of each month beginning in the accrual
period until paid in full.

(3) These examples include the estimated expenses incurred in establishing and
offering your Portfolio. The amount of these expenses is described on the
preceding page.

THE DOWSM STRATEGIC 10 PORTFOLIO

The Portfolio follows a simple investment strategy: Buy the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average and hold them for
about 14 months. When the Portfolio terminates, you can elect to follow the
strategy by redeeming your Units and reinvesting the proceeds in a new
portfolio, if available.

[CHART APPEARS HERE]

The Portfolio is designed as part of a long-term investment strategy. You may
achieve more consistent overall results by following the strategy over several
years. For more information see "Special Redemption and Rollover".

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>
325 Caterpillar, Inc. $ 45.750 2.97% $ 14,868.75
307 Du Pont (E.I.) de Nemours and Company 48.313 2.90 14,831.94
356 Eastman Kodak Company 40.625 4.33 14,462.50
177 EXXON Mobil Corporation 82.875 2.12 14,668.88
280 General Motors Corporation 52.563 3.80 14,717.50
359 International Paper Company 40.000 2.50 14,360.00
300 J.P. Morgan Chase & Company 49.250 2.60 14,775.00
133 Minnesota Mining and Manufacturing Company 115.250 2.01 15,328.25
361 Philip Morris Companies, Inc. 42.063 5.04 15,184.56
296 SBC Communications, Inc. 50.125 2.02 14,837.00
---------- -------------
2,894 $ 148,034.38
========== =============

See "Notes to Portfolios".

</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

The table below compares the hypothetical total return of stocks selected
using the Portfolio's investment strategy (the "Strategy Stocks") with the
stocks in the Dow Jones Industrial Average ("The Dow 30SM"). Total return
includes any dividends paid on the stocks together with any increase or decrease
in the value of the stocks. The table illustrates a hypothetical investment in
the Strategy Stocks at the beginning of each year -- similar to buying Units of
the Portfolio, redeeming them after one year and reinvesting the proceeds in a
new portfolio each year.

These hypothetical returns are not actual past performance of the Portfolio
or prior series but do reflect the sales charge or expenses you will pay. Of
course, these hypothetical returns are not guarantees of future results and the
value of your Units will fluctuate. You should note that the returns shown below
are annual returns based on a calendar year investment. The performance of the
Portfolio may differ because the Portfolio has a 14 month life that is not based
on a calendar year investment cycle. For more information about the total return
calculations, see "Notes to Hypothetical Performance Tables".

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------

YEAR STRATEGY STOCKS THE DOW 30SM YEAR STRATEGY STOCKS THE DOW 30SM
--------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 0.96% (13.16)% 1987 3.96% 6.02%
1974 (2.70) (23.21) 1988 22.78 15.95
1975 54.54 44.48 1989 23.11 31.71
1976 32.95 22.75 1990 (9.54) (0.58)
1977 (3.72) (12.70) 1991 32.89 23.93
1978 (1.86) 2.69 1992 5.88 7.35
1979 10.39 10.52 1993 24.96 16.74
1980 25.26 21.41 1994 2.15 4.95
1981 5.55 (3.40) 1995 34.61 36.49
1982 24.06 25.79 1996 26.08 28.58
1983 36.78 25.65 1997 20.01 24.78
1984 9.85 1.08 1998 8.66 18.13
1985 27.48 32.78 1999 2.04 27.01
1986 33.80 26.92 2000 4.39 (6.42)

See "Notes to Hypothetical Performance Tables".
</TABLE>

THE DOWSM STRATEGIC 5 PORTFOLIO

The Portfolio follows a simple investment strategy: Select the ten highest
dividend-yielding stocks in the Dow Jones Industrial Average. Eliminate the
stock with the lowest share price. Of the remaining stocks, buy the five with
the lowest share price and hold them for about 14 months. When the Portfolio
terminates, you can elect to follow the strategy by redeeming your Units and
reinvesting the proceeds in a new portfolio, if available.

[CHART APPEARS HERE]

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>
649 Caterpillar, Inc. $ 45.750 2.97% $ 29,691.75
615 Du Pont (E.I.) de Nemours and Company 48.313 2.90 29,712.19
712 Eastman Kodak Company 40.625 4.33 28,925.00
719 International Paper Company 40.000 2.50 28,760.00
592 SBC Communications, Inc. 50.125 2.02 29,674.00
---------- -------------
3,287 $ 146,762.94
========== =============

See "Notes to Portfolios".
</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------

YEAR STRATEGY STOCKS THE DOW 30SM YEAR STRATEGY STOCKS THE DOW 30SM
--------------------------------------------------- ---------------------------------------------------
<S> <C> <C> <C> <C> <C>
1973 15.41% (13.16)% 1987 (4.74)% 6.02%
1974 (1.44) (23.21) 1988 20.66 15.95
1975 62.54 44.48 1989 8.50 31.71
1976 37.29 22.75 1990 (22.70) (0.58)
1977 (6.81) (12.70) 1991 54.03 23.93
1978 (1.23) 2.69 1992 22.97 7.35
1979 17.87 10.52 1993 36.68 16.74
1980 30.34 21.41 1994 1.34 4.95
1981 1.16 (3.40) 1995 40.58 36.49
1982 46.12 25.79 1996 30.07 28.58
1983 41.51 25.65 1997 25.69 24.78
1984 9.61 1.08 1998 13.54 18.13
1985 35.01 32.78 1999 (2.71) 27.01
1986 34.11 26.92 2000 (18.91) (6.42)

See "Notes to Hypothetical Performance Tables".
</TABLE>

THE DOW 5SM & TECH STRATEGIC PORTFOLIO

The Portfolio follows a simple investment strategy involving two components.
The first component (the "Dow 5") involves the following strategy: Begin with
the ten highest dividend-yielding stocks in the Dow Jones Industrial Average.
Eliminate the stock with the lowest share price. Of the remaining stocks, buy
the five with the lowest share price. The second component (the "Tech 5")
involves the following strategy: Begin with the stocks of the technology
companies in the Nasdaq-100 Index (as defined by Compustat's Standard & Poor's
Technology Sector Identifier). Rank these companies by market capitalization.
Buy the stocks of the five companies with the largest market capitalization.
When the Portfolio terminates, you can elect to follow the strategy by redeeming
your Units and reinvesting the proceeds in a new portfolio, if available.

[CHART APPEARS HERE]

See "Notes to Portfolios".
</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

The table below compares the hypothetical total return of stocks selected
using the Portfolio's investment strategy (the "Strategy Stocks") with the
stocks in the Dow Jones Industrial Average ("The Dow 30SM") and Standard &
Poor's 500 Index ("S&P 500"). Total return includes any dividends paid on the
stocks together with any increase or decrease in the value of the stocks. The
table illustrates a hypothetical investment in the Strategy Stocks -- similar to
buying Units of the Portfolio, redeeming them after one year and reinvesting the
proceeds in a new portfolio.

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------

STRATEGY
YEAR STOCKS THE DOW 30SM S&P 500
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1989 25.74% 31.71% 31.21%
1990 (6.12) (0.58) (3.13)
1991 72.24 23.93 30.00
1992 21.12 7.35 7.43
1993 19.79 16.74 9.92
1994 9.10 4.95 1.28
1995 43.46 36.49 37.11
1996 48.69 28.58 22.68
1997 12.18 24.78 33.10
1998 72.97 18.13 28.58
1999 42.64 27.01 20.89
2000 (25.02) (6.42) (9.10)

See "Notes to Hypothetical Performance Tables".
</TABLE>

NASDAQSM STRATEGIC 10 PORTFOLIO

The Portfolio follows a simple investment strategy: Begin with all of the
stocks in the Nasdaq-100 Index. Select the top twenty companies in the index as
measured by market capitalization. Rank those companies by annual sales for the
previous twelve months as most recently reported by each company. Buy the stocks
of the ten companies with the highest dollar amount of annual sales and hold
them for about 14 months. When the Portfolio terminates, you can elect to follow
the strategy by redeeming your Units and reinvesting the proceeds in a new
portfolio, if available.

The Nasdaq-100 Index represents 100 of the largest non-financial domestic and
international companies traded on the Nasdaq Stock Market, Inc. based on market
capitalization.

[CHART APPEARS HERE]

See "Notes to Portfolios".
</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

The table below compares the hypothetical total return of stocks selected
using the Portfolio's investment strategy (the "Strategy Stocks") with the
stocks in the Nasdaq-100 Index and the Standard & Poor's 500 Index ("S&P 500
Index"). Total return includes any dividends paid on the stocks together with
any increase or decrease in the value of the stocks. The table illustrates a
hypothetical investment in the Strategy Stocks at the beginning of each year --
similar to buying Units of the Portfolio, redeeming them after one year and
reinvesting the proceeds in a new portfolio each year.

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------

STRATEGY NASDAQ-100 S&P 500
YEAR STOCKS INDEX INDEX
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1989 28.38% 26.17% 31.21%
1990 (6.07) (10.41) (3.13)
1991 56.90 64.99 30.00
1992 17.66 8.87 7.43
1993 5.56 11.74 9.92
1994 (4.40) 1.79 1.28
1995 38.59 43.05 37.11
1996 28.28 42.77 22.68
1997 46.15 20.77 33.10
1998 119.72 85.47 28.58
1999 98.37 102.09 20.89
2000 (39.34) (36.84) (9.10)

See "Notes to Hypothetical Performance Tables".
</TABLE>

STRATEGIC PICKS OPPORTUNITY TRUST

The Portfolio follows a simple investment strategy: Beginning with the Morgan
Stanley Capital International USA Index, remove all stocks of financial and
utility companies and stocks in the Dow Jones Industrial Average. Screen this
pool of stocks to include only those companies with positive one- and three-year
sales and earnings growth and two years of positive dividend growth. Rank the
remaining stocks by annual trading volume and select the top 75%. Buy the ten
highest dividend-yielding stocks and hold them for about 14 months. When the
Portfolio terminates, you can elect to follow the strategy by redeeming your
Units and reinvesting the proceeds in a new portfolio, if available.

The MSCI USA Index represents approximately 370 large United States
companies. The index has existed since January 1, 1970.

[CHART APPEARS HERE]

See "Notes to Portfolios".
</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

The table below compares the hypothetical total return of stocks selected
using the Portfolio's investment strategy (the "Strategy Stocks") with the
stocks in the MSCI USA Index. Total return includes any dividends paid on the
stocks together with any increase or decrease in the value of the stocks. The
table illustrates a hypothetical investment in the Strategy Stocks at the
beginning of each year -- similar to buying Units of the Portfolio, redeeming
them after one year and reinvesting the proceeds in a new portfolio each year.

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------

STRATEGY MSCIUSA STRATEGY MSCIUSA
YEAR STOCKS INDEX YEAR STOCKS INDEX
----------------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
1981 1.90% (3.50)% 1991 45.73% 30.17%
1982 37.68 20.13 1992 0.11 7.06
1983 15.50 21.11 1993 5.17 9.82
1984 8.73 5.71 1994 7.76 2.05
1985 43.95 31.04 1995 35.95 37.04
1986 32.71 17.02 1996 21.75 23.36
1987 9.23 4.41 1997 26.49 33.35
1988 13.90 15.34 1998 25.08 30.72
1989 29.72 30.21 1999 3.61 20.86
1990 (1.63) (1.89) 2000 7.41 (13.56)

See "Notes to Hypothetical Performance Tables".
</TABLE>

EAFESM STRATEGIC 20 PORTFOLIO

The Portfolio follows a simple investment strategy:
Begin with the stocks in the Morgan Stanley Capital International Europe,
Australasia and Far East Index as detailed below, one of the most widely-used
benchmarks for international investing. Screen these stocks to include only
those companies with positive one- and three-year sales and earnings growth and
three years of positive dividend growth. Rank the remaining stocks by market
capitalization and select the top 75%. Buy the twenty highest dividend-yielding
stocks and hold them for about 14 months. When the Portfolio terminates, you can
elect to follow the strategy by redeeming your Units and reinvesting the
proceeds in a new portfolio, if available.

Many consider the MSCI EAFESM Index to be the premier equity benchmark for
global investing. The index represents more than 1,000 stocks across 20
developed countries. These countries include Australia, Austria, Belgium,
Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,

[CHART APPEARS HERE]

Sweden, Switzerland and the United Kingdom. We eliminate stocks traded in
Singapore from the Portfolio strategy to help limit exposure to uncertain
political and economic conditions.

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>
1,826 Australian Gas Light Company, Limited $ 6.664 3.71% $ 12,169.10
1,324 Autopistas, Concesionaria Espanola SA 9.339 3.80 12,365.14
5,841 Benetton Group SpA 2.098 3.41 12,251.68
1,268 Boots Company Plc 9.186 4.16 11,647.92
803 CGNU Plc 15.976 3.56 12,829.05
2,985 Coles Myer, Limited 4.033 3.81 12,037.87
75 Compagnie de Saint-Gobain 163.721 1.77 12,279.09
3,588 FKI Plc 3.395 4.26 12,181.88
9,000 Hong Kong and China Gas Company, Limited 1.365 3.09 12,288.93
907 Iberdrola SA 13.525 3.07 12,266.99
141 Lafarge SA 93.013 1.78 13,114.79
1,275 Lend Lease Corporation, Limited 9.552 3.80 12,179.10
439 MAN AG 28.094 3.04 12,333.10
303 RWE AG 40.147 2.13 12,164.63
211 Sampo-Leonia Insurance 57.801 3.41 12,195.95
219 Solvay SA 55.618 4.06 12,180.29
565 Svenska Cellulosa AB (SCA) 20.904 2.93 11,810.80
263 Valeo SA 45.889 2.64 12,068.91
1,297 Wesfarmers, Limited 9.495 4.38 12,315.37
1,741 Wolseley Plc 7.041 3.26 12,258.64
---------- -------------
34,071 $ 244,939.23
========== =============

See "Notes to Portfolios".
</TABLE>

HYPOTHETICAL STRATEGY PERFORMANCE

The table below compares the hypothetical total return of stocks selected
using the Portfolio's investment strategy (the "Strategy Stocks") with the
stocks in the MSCI EAFESM Index. Total return includes any dividends paid on the
stocks together with any increase or decrease in the value of the stocks. The
table illustrates a hypothetical investment in the Strategy Stocks at the
beginning of each year -- similar to buying Units of the Portfolio, redeeming
them after one year and reinvesting the proceeds in a new portfolio each year.

HYPOTHETICAL TOTAL RETURN
--------------------------------------------------------------------------------
MSCI MSCI
STRATEGY EAFESM STRATEGY EAFESM
YEAR STOCKS INDEX YEAR STOCKS INDEX
----------------------------------------------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
1976 (13.78)% 3.74% 1989 5.03% 10.80%
1977 50.02 19.42 1990 (7.55) (23.20)
1978 6.60 34.30 1991 14.29 12.50
1979 24.30 6.18 1992 2.08 (11.85)
1980 20.61 24.43 1993 60.11 32.94
1981 3.84 (1.03) 1994 0.60 8.06
1982 (3.49) (0.86) 1995 22.05 11.55
1983 42.02 24.61 1996 19.37 6.36
1984 18.35 7.86 1997 22.17 2.06
1985 47.09 56.72 1998 22.07 20.33
1986 32.31 69.94 1999 13.97 25.27
1987 29.74 24.93 2000 (1.89) (15.21)
1988 25.60 28.59

See "Notes to Hypothetical Performance Tables".
</TABLE>

NOTES TO HYPOTHETICAL PERFORMANCE TABLES

The stocks for each strategy for each period were identified by applying the
applicable Portfolio strategy on the first trading day of the period on the
principal trading exchange. It should be noted that the stocks in any table are
not the same stocks from year to year and may not be the same stocks as those
included in any Portfolio. Total return for each period was calculated by (1)
subtracting the closing sale price of the stocks on the first trading day of the
period from the closing sale price of the stocks on the last trading day of the
period, (2) adding dividends paid during that period and (3) dividing the result
by the closing sale price of the stocks on the first trading day of the period
and reducing this amount by typical Portfolio expenses and sales charges.
Adjustments were made to reflect events such as stock splits and corporate
spin-offs. Total return does not take into consideration taxes that will be
incurred by Unitholders. With respect to foreign securities, all values are
converted into U.S. dollars using the applicable currency exchange rate.

These tables represent hypothetical past performance of the Portfolio
strategies (not the Portfolios) and are not guarantees or indications of future
performance of any Portfolio. Unitholders will not necessarily realize as high a
total return as the hypothetical returns in the tables for several reasons
including, among others: the total return figures in the tables do not reflect
taxes; the Portfolios are established at different times of the year; a
Portfolio may not be able to invest equally in the Securities and may not be
fully invested at all times; the Securities are often purchased or sold at
prices different from the closing prices used in buying and selling Units; and
currency exchange rates will be different. In addition, both stock prices (which
may appreciate or depreciate) and dividends (which may be increased, reduced or
eliminated) will affect actual returns. There can be no assurance that any
Portfolio will outperform the related stock index over its life or future
rollover periods, if available. The sources for the information contained in the
tables are Barron's, Bloomberg L.P., Dow Jones Corporation, Morgan Stanley
Capital International, Ibbotson Associates, Datastream International, Inc.,
Factset and Extell Financial LTD. The Sponsor has not independently verified the
data obtained from these sources but has no reason to believe that this data is
incorrect in any material respect.

NOTES TO PORTFOLIOS
(1) The Securities are initially represented by "regular way" contracts for
the performance of which an irrevocable letter of credit has been deposited with
the Trustee. Contracts to acquire Securities were entered into on January 8,
2001 and have settlement dates ranging from January 10, 2001 to 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
before 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
-------------- -------------
The DowSM Strategic 10 Portfolio $ 148,034 $ --
The DowSM Strategic 5 Portfolio $ 146,763 $ --
The Dow 5SM & Tech Strategic Portfolio $ 149,783 $ 4
NasdaqSM Strategic 10 Portfolio $ 153,302 $ 214
Strategic Picks Opportunity Trust $ 147,433 $ --
EAFESM Strategic 20 Portfolio $ 244,374 $ 565

"+" indicates that the security is issued by a foreign company and is
held in American Depositary Receipt form.

(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 most recent close
of trading on the New York Stock Exchange on the business day before the Initial
Date of Deposit. Estimated annual dividends per share are calculated by
annualizing the most recently declared regular dividends or by adding the most
recent regular 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. Please refer to each "Portfolio" for a list of the Securities
included in each 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.

Albertson's, Inc. Albertson's, Inc. operates a retail food-drug chain in
various states across the United States. The company's stores consist of
combination food-drug stores, conventional supermarkets, and warehouse stores.
Albertson's retail operations are supported by company-owned distribution
centers.

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.

Australian Gas Light Company, Limited. Australian Gas Light Company, Limited
distributes, transports and sells natural gas and oil throughout Australasia.
The company primarily produces and sells petroleum products, constructs and
operates pipelines and retails/wholesales LPG. The company also owns and
operates an electricity distribution network covering the Melbourne area and
invests in gas industry companies.

Autopistas, Concesionaria Espanola S.A. Autopistas, Concesionaria Espanola
S.A. operates in the building, conservation and management of toll motorways,
service roads and service stations in Spain. The company also builds
communications, road and transport infrastructures. Autopistas manages the
concession of five stretches of road network totaling over 540 kilometers of
motorway.

Benetton Group SpA. Benetton Group SpA manufactures and retails clothing,
sporting goods, and accessories. The company markets its products worldwide.
Benetton sells casual wear under the United Colors of Benetton and Sisley
brands, and sportswear and equipment under the Killer Loop, Prince, Rollerblade,
Nordica, and Playlife brands.

Boots Company Plc. Boots Company Plc operates a chain of pharmacies and
retail stores in the United Kingdom. The company owns and operates pharmacies
that retail health and beauty products, as well as giftware. Boots also retails
eyewear, children's clothing, auto parts and motorcycles, perfume, and
decorating and building supplies through its "Halfords" and "Boots Opticians"
stores.

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.

Caterpillar, Inc. Caterpillar, Inc. designs, manufactures, and markets
construction, mining, agricultural, and forestry machinery. The company also
manufactures engines and other related parts for its equipment. Caterpillar
distributes its products through a worldwide organization of dealers.

CGNU Plc. CGNU Plc is the holding company for the merged interests of the CGU
and Norwich Union. The company provides all classes of general and life
assurance, including fire, motor, marine, aviation and transport insurance. They
also supply a variety of financial services, including unit trusts,
stockbroking, private client insurance and equity plans.

Chevron Corporation. Chevron Corporation explores for, develops, and produces
crude oil and natural gas. The company also refines crude oil into finished
petroleum products, as well as markets and transports crude oil, natural gas,
and petroleum products. Chevron manufactures and markets a variety of chemicals
for industrial use and mines for coal. The company operates in the United States
and throughout the world.

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.

Clorox Company. Clorox Company produces and markets non-durable consumer
products sold primarily through grocery and other retail stores. The company's
principal products include household cleaning and bleach products, charcoal, cat
litter, automotive care products, dressings, and trash bags. Clorox markets its
products in the United States and other countries around the world.

Coles Myer, Limited. Coles Myer, Limited operates retail stores, including
supermarkets, department stores, apparel shops, fast food restaurants, liquor
stores and discount stores. The company's approximate 2082 stores are located
throughout Australia and New Zealand. The company's stores include Target,
K-Mart, Bi-Lo, Liquorland, Coles, Red Rooster and Myer Grace Bros.

Comcast Corporation. Comcast Corporation develops, manages, and operates
hybrid fiber-coaxial broadband cable communications networks. The company also
provides programming content. Comcast is implementing high-speed Internet access
service and digital video applications.

Compagnie de Saint-Gobain. Compagnie de Saint-Gobain produces engineered
materials such as industrial ceramics, flat glass, insulation, abrasives, pipes,
fiber reinforcements, building materials, and containers. The company has
operations worldwide.

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.

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.

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.

Emerson Electric Company. Emerson Electric Company manufactures and markets
electrical, electromechanical, and electronic products and systems. The company
produces a variety of products, including process control, industrial
automation, electronics, appliance components, and electric motors. Emerson
sells its products around the world.

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 mineral operations. Exxon Mobil also manufactures and markets fuels,
lubricants, and chemicals.

FKI Plc. FKI Plc is an international manufacturing group, which consists of
some 22 subsidiaries that specialize in engineering, hardware and material
handling services. FKI's wide variety of products include rotating machines,
switchgears, transformers, lifting products, conveyors, compaction equipment,
window and doorfittings, castors, ergonomic equipment, and marine propulsion
systems.

General Motors Corporation. General Motors Corporation manufactures and sells
vehicles worldwide under the Chevrolet, Buick, Cadillac, Oldsmobile, Pontiac,
Saturn, and GMC names. The company also has financing and insurance operations.
In addition, General Motors produces products and provides services in other
industries such as satellite and wireless communications.

Hong Kong and China Gas Company, Limited. Hong Kong and China Gas Company,
Limited produces, distributes and markets gas and gas appliances to residential
and industrial customers through its Towngas brand name. The company's
subsidiaries develop gas projects in China and develop and manage commercial
properties.

Iberdrola S.A. Iberdrola S.A. produces, transmits, and distributes
electricity. The company operates hydroelectric, thermal, oil, and
nuclear-fueled generating plants. Through subsidiaries, the company also offers
engineering, real estate, and telecommunications services. Iberdrola serves
customers in Spain and Latin America.

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 Paper Company. International Paper Company produces and
distributes printing paper, packaging, forest products, and chemical products.
The company operates specialty businesses in global markets as well as a broadly
based distribution network. International Paper exports its products worldwide.

J.P. Morgan Chase & Company. J.P. Morgan Chase & Company provides global
financial services under the J.P. Morgan brand and retail banking under the
Chase brand. The company provides services such as investment banking, treasury
and securities services, asset management, private banking, cardmember services,
commercial banking, and home finance. J.P. Morgan Chase serves business
enterprises, institutions, and individuals.

Lafarge SA. Lafarge SA produces building materials. The company produces
cement, concrete and aggregates, gypsum, roofing, and specialty products.
Specialty products include calcium aluminates and ready-to-use premixed
products.

Lend Lease Corporation, Limited. Lend Lease Corporation, Limited provides
real estate project management, project design, project financing and
construction services along with property development. The company also manages
REIT's and limited partnerships, provides funds management services including
superannuation, unit trusts, life insurance, investment advice, asset management
and fund manager of infrastructure assets.

MAN AG. MAN AG engineers and manufactures a variety of production control and
processing systems, industrial products, trucks, buses and utility vehicles,
large diesel and gas engines, turbines, printing systems, excavation and
conveyor machinery. The company also produces aerospace components and fuel
systems and provides project engineering and consulting services. MAN operates
worldwide.

Masco Corporation. Masco Corporation manufactures, and sells home improvement
and building products. The company's products include faucets, kitchen and bath
cabinets, architectural coatings, and builders' hardware products. Masco sells
its products through mass merchandisers, home centers, hardware stores, and
other wholesale and retail outlets to consumers and contractors.

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.

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.

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.

RWE AG. RWE AG through subsidiaries, generates electricity, mines coal,
produces crude oil, refines petroleum products, offers waste disposal and
recycling services, supplies drinking water, manufactures operating tables,
power supplies, transformers, and printing presses, decommissions nuclear power
plants, and disposes of nuclear waste. The company operates worldwide.

Sampo-Leonia Insurance. Sampo-Leonia Insurance is a full service financial
group. The company offers life insurance and non-life insurance, retail banking,
with emphasis on electronic and mobile services, investment banking, and asset
management services. Sampo-Leonia primarily operates in Finland, but is also
active in the Baltic Countries and Poland.

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.

ServiceMaster Company. ServiceMaster Company is a network of service
companies with customers in the United States and other countries. The company's
services include lawn care, termite and pest control, residential and commercial
cleaning, home inspection, and other services. ServiceMaster also provides
facilities management services such as maintenance, housekeeping, and food
service.

Sherwin-Williams Company. Sherwin-Williams Company manufactures, distributes,
and sells paints, coatings, and related products. The company's products are
marketed under the Sherwin-Williams, Dutch Boy, Kem-Tone, and other brand names.
Sherwin-Williams' products are sold to professional, industrial, commercial, and
retail customers primarily in North and South America.

Solvay SA. Solvay SA manufactures chemicals and plastics for the
pharmaceutical, automotive, construction, decorating, clothing, packaging,
leisure and sports industries. Products include pipes and fittings, industrial
foils, coated fabrics, sheeting panels, vinyls, polymers, and medicine for
psychiatry, gastroenterology, gynecology and cardiology. The company offers
products worldwide.

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.

Svenska Cellulosa AB (SCA). Svenska Cellulosa AB (SCA) is an integrated paper
and packaging company.
The company produces and markets hygiene products, packaging and graphic paper.
SCA uses recycled and fresh wood fibers for its products. The company also owns
forests and produces sawlogs and pulpwood. Europe is SCA's largest market.

Telefonaktiebolaget LM Ericsson AB (Ericsson AB). Telefonaktiebolaget LM
Ericsson AB (Ericsson AB) develops and produces advanced systems and products
for wired and mobile communications in public and private networks. The product
line includes digital and analog systems for telephones and networks, microwave
radio links, radar surveillance systems, and business systems. The company
produces and markets worldwide.

Valeo SA. Valeo SA manufactures automobile components including clutches,
lighting, engine cooling systems, electronics, motors and windshield wipers
which are sold to manufacturers and to the spare parts market. The majority of
its products are sold domestically within France, with the remainder in other
European countries, North America, and South America.

Wesfarmers, Limited. Wesfarmers, Limited is a diversified company that
manufactures fertilizers and chemicals. Wesfarmers processes and distributes gas
and mines and produces coal, retails building materials and hardware and has
forestry and timber production operations as well as providing rural and
insurance services. Wesfarmers provides general and freezer freight
transportation services.

Wolseley Plc. Wolseley Plc produces and sells a wide range of consumer and
industrial products in the United Kingdom, Europe and the United States. The
company manufactures building materials, bathroom and kitchen equipment,
sanitary and plumbing ware, heating equipment, plastics, pumps, valves and
fittings, magnetic lifting and separation equipment, electrical accessories and
photographic equipment.

WorldCom, Inc. WorldCom, Inc. provides a broad range of communications,
outsourcing, and managed network services worldwide. The company provides long
distance, local, and wireless communications, including voice, data, Internet,
and international services.

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 267:
We have audited the accompanying statements of condition and the related
portfolios of Van Kampen Focus Portfolios, Series 267 as of January 9, 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 Trustee. 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 267 as of January 9, 2001, in conformity with accounting principles
generally accepted in the United States of America.

GRANT THORNTON LLP
Chicago, Illinois
January 9, 2001

STATEMENTS OF CONDITION
AS OF JANUARY 9, 2001

THE DOW 5SM
THE DOWSM THE DOWSM & TECH
STRATEGIC 10 STRATEGIC 5 STRATEGIC
INVESTMENT IN SECURITIES PORTFOLIO PORTFOLIO PORTFOLIO
-------------- ------------- --------------
<S> <C> <C> <C>
Contracts to purchase Securities (1) $ 148,034 $ 146,763 $ 149,787
-------------- ------------- --------------
Total $ 148,034 $ 146,763 $ 149,787

LIABILITIES AND INTEREST OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 389 $ 480 $ 432
Deferred sales charge liability (3) 2,617 2,594 2,950
Interest of Unitholders--
Cost to investors (4) 149,530 148,250 151,300
Less: Gross underwriting commission
and organizational costs (2)(4)(5) 4,502 4,561 4,895
-------------- ------------- --------------
Net interest to Unitholders (4) 145,028 143,689 146,405
-------------- ------------- --------------
Total $ 148,034 $ 146,763 $ 149,787

</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 Trustee.

(2) A portion of the Public Offering Price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing a Portfolio.
The amount of these costs are set forth under "Summary of Essential
Financial Information". A distribution will be made as of the close of the
initial offering period to an account maintained by the Trustee from which
the organizational expense obligation of the investors will be satisfied.

(3) Represents the amount of mandatory distributions from a Portfolio on the
bases set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering--Offering Price".

(5) Assumes the maximum sales charge.

STATEMENTS OF CONDITION
AS OF JANUARY 9, 2001

STRATEGIC
NASDAQSM PICKS EAFESM
STRATEGIC 10 OPPORTUNITY STRATEGIC 20
INVESTMENT IN SECURITIES PORTFOLIO TRUST PORTFOLIO
-------------- ------------- --------------
<S> <C> <C> <C>
Contracts to purchase Securities (1) $ 153,516 $ 147,433 $ 244,939
-------------- ------------- --------------
Total $ 153,516 $ 147,433 $ 244,939

LIABILITIES AND INTEREST
OF UNITHOLDERS
Liabilities--
Organizational costs (2) $ 326 $ 455 $ 257
Deferred sales charge liability (3) 3,024 2,904 4,824
Interest of Unitholders--
Cost to investors (4) 155,070 148,920 247,410
Less: Gross underwriting commission and
organizational costs (2)(4)(5) 4,904 4,846 7,552
-------------- ------------- --------------
Net interest to Unitholders (4) 150,166 144,074 239,858
-------------- ------------- --------------
Total $ 153,516 $ 147,433 $ 244,939

</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 Trustee.

(3) Represents the amount of mandatory distributions from a Portfolio on the
bases set forth under "Public Offering".

(4) The aggregate public offering price and the aggregate sales charge are
computed on the bases set forth under "Public Offering--Offering Price".

(5) Assumes the maximum 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 Trustee, and American Portfolio Evaluation Services, a division of Van
Kampen Investment Advisory Corp., as Evaluator.
The Portfolios offer investors the opportunity to purchase Units representing
proportionate interests in portfolios of actively traded equity securities which
are components of major stock market indexes. A Portfolio may be an appropriate
medium for investors who desire to participate in a portfolio of stocks with
greater diversification than they might be able to acquire individually and who
are seeking to achieve a better performance than the related indexes.
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 Trustee. In
exchange for these contracts the Trustee 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 Trustee 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. 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.
Each Unit of a Portfolio initially offered represents an undivided interest
in that Portfolio. To the extent that any Units are redeemed by the Trustee 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 the Trustee by Unitholders, which may
include the Sponsor, 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 nor the Trustee shall be liable in any way for any failure in any of the
Securities.

OBJECTIVES AND SECURITIES SELECTION
--------------------------------------------------------------------------------
The objective of each Portfolio is to provide an above average total return
by investing in a portfolio of actively traded equity securities selected using
the Portfolio's investment strategy. We describe the investment strategy for
each Portfolio in the individual Portfolio sections beginning on page 4. There
is no assurance that a Portfolio will achieve its objective.
The publishers of the indexes have not participated in any way in the
creation of the Portfolios or in the selection of stocks included in the
Portfolios and have not approved any information herein relating thereto. With
the exception of the Morgan Stanley Capital International Indexes, the
publishers of these indexes are not affiliated with the Sponsor.
Each Portfolio is selected by implementing its strategy as of the close of
business three business days prior to the Initial Date of Deposit (the
"Selection Time"). In the case of securities traded on a United States
securities exchange, the dividend yield is computed by annualizing the last
dividend declared and dividing the result by the market value at the Selection
Time. In the case of securities traded on a foreign securities exchange, the
dividend yield is computed by adding the most recent interim and final dividends
declared and dividing the result by the market value at the Selection Time.
The Portfolios seek to achieve better performance than the related indexes
through similar investment strategies. Investment in a number of companies
having high dividends relative to their stock prices or low price to book ratios
(because their stock prices may be undervalued) is designed to increase the
potential for higher returns over time. The investment strategies are designed
to be implemented on an annual basis. Investors who hold Units through Portfolio
termination may have investment results that differ significantly from a Unit
investment that is reinvested into a new trust every twelve months.
A balanced investment portfolio incorporates various style and capitalization
characteristics. The Sponsor offers unit trusts with a variety of styles and
capitalizations to meet your needs. The Sponsor determines style characteristics
(growth and value) based on the criteria used in selecting the Securities.
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 the Sponsor believes are
undervalued. The Sponsor determines market capitalizations 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. The Sponsor determines all style and capitalization
characteristics as of the Initial Date of Deposit and the characteristics may
vary thereafter. The Sponsor will not remove a Security from a Portfolio as a
result of any change in characteristics.
Investors should note that the above criteria were applied to the Securities
for inclusion in the Portfolios as of three business days prior to the Initial
Date of Deposit. Subsequent to this date, the Securities may no longer be
included in an index or meet the above criteria. Should a Security no longer be
included in these indexes or meet the selection criteria, the Security will not
as a result thereof be removed 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 you originally paid for your Units. The
market value of stocks sometimes moves up or down rapidly and unpredictably.
Because the Portfolios are unmanaged, the Trustee 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, you
may encounter 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. Stocks represent ownership interests in the issuers and are not
obligations of the issuers. 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.

STRATEGY CORRELATION. Each Portfolio involves the risk that its performance
will not sufficiently correspond with the hypothetical performance of the
Portfolio's investment strategy. This can happen for reasons such as:

o the impracticability of owning each of the strategy stocks with the
exact weightings at a given time,

o strategy performance may be based on a calendar year strategy while
the Portfolios are created at various times during the year,

o a Portfolio may not be fully invested at all times, and

o fees and expenses of a Portfolio.

FOREIGN STOCKS. Because the EAFE Strategic 20 Portfolio invests in foreign
stocks, this Portfolio involves additional risks that differ from an investment
in domestic stocks. These risks include the risk of losses due to future
political and economic developments, international trade conditions, foreign
withholding taxes and restrictions on foreign investments and exchange of
securities. This Portfolio also involves the risk that fluctuations in exchange
rates between the U.S. dollar and foreign currencies may negatively affect the
value of the stocks. This Portfolio involves the risk that information about the
stocks is not publicly available or is inaccurate due to the absence of uniform
accounting and financial reporting standards. In addition, some foreign
securities markets are less liquid than U.S. markets. This could cause the
Portfolio to buy stocks at a higher price or sell stocks at a lower price than
would be the case in a highly liquid market. Foreign securities markets are
often more volatile and involve higher trading costs than U.S. markets, and
foreign companies, securities markets and brokers are also generally not subject
to the same level of supervision and regulation as in the U.S.
EUROPE. The EAFE Strategic 20 Portfolio invests in stocks principally traded
in Europe. This Portfolio involves additional risks that differ from an
investment in United States companies. In recent years, many European countries
have participated in the European Economic and Monetary Union (EMU) seeking to
develop a unified European economy. For this reason and others, many European
countries have experienced significant political, social and economic change in
recent years. Any negative consequences resulting from these changes could
affect the value of your Portfolio.
On January 1, 1999, eleven EMU member countries introduced a new European
currency called the Euro. This may result in uncertainties for European
securities markets and operation of your Portfolio. This introduction requires
the redenomination of European debt and equity securities over a period of time.
This could result in various accounting differences and/or tax treatments that
otherwise would not likely occur. As part of the Euro conversion, participating
countries will no longer control their own monetary policies by directing
independent interest rates or currency transactions. Instead, a new European
Central Bank has authority to direct monetary policy, including money supply of
the national currencies of the participating countries to the Euro. Certain EMU
members, including the United Kingdom, are not implementing the Euro at this
time. This could raise additional questions and complications within European
markets. European markets could face significant difficulties if the Euro
introduction does not take place as planned. These difficulties could include
such things as severe currency fluctuations and market disruptions. No one can
predict whether all phases of the conversion will take place as scheduled or
whether future difficulties will occur. No one can predict the impact of the
conversion. All of these issues could have a negative impact on the value of
your Units.
PACIFIC REGION. The EAFE Strategic 20 Portfolio invests in stocks that
principally trade in Pacific region countries. This Portfolio involves
additional risks that differ from an investment in United States companies.
Social, political and economic instability has been significantly greater in
Pacific region countries than that typically associated with the United States
and Western European countries. Any instability could significantly disrupt
Pacific region markets and could adversely affect the value of Units. The MSCI
Indexes seek to focus on developed countries. Nonetheless, Pacific region
countries are in various stages of economic development. Some economies are
substantially less developed than the U.S. economy. Adverse conditions in these
countries can negatively impact the economies of countries in the region with
more developed markets.
Many of these countries depend significantly on international trade. As a
result, protective trade barriers and the economic condition of their trading
partners can hurt these economies. These countries may also be sensitive to
world commodity prices and vulnerable to recession in other countries. While
some Pacific region countries have experienced rapid growth, many countries have
immature financial sectors, economic problems or archaic legal systems. Pacific
region economies have experienced significant difficulties in recent years. Some
of these difficulties include substantial declines in the value of currencies,
gross domestic product and corporate earnings, political turmoil and stock
market volatility. In 1997, a significant drop in Thailand's currency set off a
wave of currency depreciations throughout South and Southeast Asia. Most of the
area's stock markets fell dramatically in reaction to these events. Consumer
demand in these countries has been weak due to a general reduction in global
growth. Interest rates and inflation have also increased in many of these
countries.
TECHNOLOGY ISSUERS. The Dow 5SM & Tech Strategic Portfolio and NasdaqSM
Strategic 10 Portfolio invest significantly in technology companies. 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 your ability to redeem your Units at a price equal to or greater
than what you 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.
CONSUMER PRODUCT AND RETAIL ISSUERS. Your Portfolio may invest significantly
in companies that manufacture or sell various consumer products. General risks
of these companies include the general state of the economy, intense competition
and consumer spending trends. A decline in the economy which results in a
reduction of consumers' disposable income can negatively impact spending habits.
Competitiveness in the retail industry will require large capital outlays for
the installation of automated checkout equipment to control inventory, track the
sale of items and gauge the success of sales campaigns. Retailers who sell their
products over the Internet have the potential to access more consumers, but will
require sophisticated technology to remain competitive.
TELECOMMUNICATIONS ISSUERS. Your Portfolio may invest significantly 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. You should also review the
following section discussing technology companies because these companies may
involve similar risks.
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 Philip
Morris Companies, Inc. and Microsoft Corporation, 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 your 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, the initial sales charge, and cash, if any,
in the Income and Capital Accounts. The "Fee Table" describes the sales charges
in detail. If any deferred sales charge payment date is not a business day, we
will charge the payment on the next business day. If you purchase Units after
the initial deferred sales charge payment, you will only pay that portion of the
payments not yet collected. 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 your Portfolio. These costs include 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 Trustee and legal and audit expenses. The initial offering period sales
charge is reduced as follows:

AGGREGATE DOLLAR AMOUNT SALES CHARGE
OF UNITS PURCHASED* REDUCTION
--------------------- ----------------
$50,000 - $99,999 0.25%
$100,000 - $149,999 0.50
$150,000 - $999,999 0.85
$1,000,000 or more 1.75
---------------
*The breakpoint sales charges are also applied on a Unit basis utilizing a
breakpoint equivalent in the above table of $10 per Unit and will be applied on
whichever basis is more favorable to the investor.

Any sales charge reduction is the responsibility of the selling broker,
dealer or agent. An investor may aggregate purchases of Units of the Portfolios
for purposes of qualifying for volume purchase discounts listed above. The
reduced sales charge structure will also apply on all purchases by the same
person from any one dealer of units of Van Kampen-sponsored unit investment
trusts which are being offered in the initial offering period (a) on any one day
(the "Initial Purchase Date") or (b) on any day subsequent to the Initial
Purchase Date if the units purchased are of a unit investment trust purchased on
the Initial Purchase Date. In the event units of more than one trust are
purchased on the Initial Purchase Date, the aggregate dollar amount of such
purchases will be used to determine whether purchasers are eligible for a
reduced sales charge. Such aggregate dollar amount will be divided by the public
offering price per unit of each respective trust purchased to determine the
total number of units which such amount could have purchased of each individual
trust. Purchasers must then consult the applicable trust's prospectus to
determine whether the total number of units which could have been purchased of a
specific trust would have qualified for a reduced sales charge and the amount of
such reduction. To determine the applicable sales charge reduction it is
necessary to accumulate all purchases made on the Initial Purchase Date and all
purchases made in accordance with (b) above. Units purchased in the name of the
spouse of a purchaser or in the name of a child of such purchaser ("immediate
family members") will be deemed to be additional purchases by the purchaser for
the purposes of calculating the applicable sales charge. The reduced sales
charges will also be applicable to a trustee or other fiduciary purchasing
securities for one or more trust estate or fiduciary accounts. If you purchase
units on more than one day to achieve the discounts described in this paragraph,
the discount allowed on any single day will apply only to Units purchased on
that day (a retroactive discount is not given on all prior purchases).
A portion of the sales charge is waived for certain accounts described in
this paragraph. Purchases by these accounts are subject only to the portion of
the deferred sales charge that is retained by the Sponsor. Please refer to the
section called "Wrap Fee and Advisory Accounts" for additional information on
these purchases. Units may be purchased in the primary or secondary market at
the Public Offering Price less the concession the Sponsor typically allows to
brokers and dealers for purchases by (1) investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for brokerage
services, financial planning, investment advisory or asset management service,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, (2) bank trust
departments investing funds over which they exercise exclusive discretionary
investment authority and that are held in a fiduciary, agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an officer,
director or bona fide employee of any firm offering Units for sale to investors
or their immediate family members (as described above) and (4) officers and
directors of bank holding companies that make Units available directly or
through subsidiaries or bank affiliates. Notwithstanding anything to the
contrary in this Prospectus, such investors, bank trust departments, firm
employees and bank holding company officers and directors who purchase Units
through this program will not receive sales charge reductions for quantity
purchases.
During the initial offering period of the Portfolios offered in this
prospectus, unitholders of any other Van Kampen-sponsored unit investment trusts
may utilize their redemption or termination proceeds to purchase Units of the
Portfolios offered in this prospectus at the Public Offering Price per Unit less
1%.
During the initial offering period of the Portfolios offered in this
prospectus, unitholders of unaffiliated unit investment trusts having an
investment strategy similar to the investment strategy of the Portfolios offered
in this prospectus may utilize proceeds received upon termination or upon
redemption immediately preceding termination of such unaffiliated trust to
purchase Units of a Portfolio offered in this prospectus at the Public Offering
Price per Unit less 1%.
Employees, officers and directors (including their spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-in-law,
sons-in-law, daughters-in-law, and trustees, custodians or fiduciaries for the
benefit of such persons) of Van Kampen Funds Inc. and its affiliates, dealers
and their affiliates and vendors providing services to the Sponsor may purchase
Units at the Public Offering Price less the applicable dealer concession.
Your Portfolio will charge the deferred sales charge per Unit regardless of
any discounts. However, if you are eligible to receive a discount such that the
sales charge you must pay is less than the applicable deferred sales charge, you
will be credited the difference between your sales charge and the deferred sales
charge at the time you buy your Units. If you elect to have distributions
reinvested into additional Units of your Portfolio, in addition to the
reinvestment Units you receive you will also be credited additional Units with a
dollar value sufficient to cover the amount of any remaining deferred sales
charge to be collected on such Units at the time of reinvestment. The dollar
value of these Units will fluctuate over time.
The minimum purchase is 100 Units (25 Units for retirement accounts) but may
vary by selling firm. However, in connection with fully disclosed transactions
with the Sponsor, the minimum purchase requirement will be that number of Units
set forth in the contract between the Sponsor and the related broker or agent.
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
business day. Orders received by the Trustee or Sponsor 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
term "business day" also excludes any day on which more than 33% of the
Securities are not traded on their principal trading exchange due to a customary
business holiday on that 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 public, neither the Sponsor nor any
broker-dealers are 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 public by the Sponsor,
broker-dealers and others at the Public Offering Price. Units repurchased in the
secondary market, if any, may be offered by this Prospectus at the secondary
market Public Offering Price in the manner described above.
The Sponsor intends to qualify Units for sale in a number of states. Brokers,
dealers and others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period as
set forth in the following table. A portion of the concessions or agency
commissions represents amounts paid by the Sponsor out of its own assets as
additional compensation.

AGGREGATE
DOLLAR AMOUNT OF
UNITS PURCHASED
-------------------------
Less than $50,000 2.25%
$50,000 - $99,999 2.00
$100,000 - $149,999 1.75
$150,000 - $999,999 1.40
$1,000,000 or more 0.65

In addition to the amounts above, during the initial offering period any firm
that distributes 500,000 - 999,999 Units of The Dow 5SM & Tech Strategic
Portfolio, NasdaqSM Strategic 10 Portfolio, Strategic Picks Opportunity Trust or
EAFE Strategic 20 Portfolio will receive additional compensation of $.0025 per
Unit of such Portfolio; any firm that distributes 1,000,000 - 1,999,999 Units
will receive additional compensation of $.005 per Unit of such Portfolio; any
firm that distributes 2,000,000 - 2,999,999 Units will receive additional
compensation of $.01 per Unit of such Portfolio; any firm that distributes
3,000,000 - 3,999,999 Units will receive additional compensation of $.015 per
Unit of such Portfolio; any firm that distributes 4,000,000 - 4,999,999 Units
will receive additional compensation of $.02 per Unit of such Portfolio; any
firm that distributes 5,000,000 Units or more will receive additional
compensation of $.025 per Unit of such Portfolio. This additional compensation
will be paid by the Sponsor out of its own assets at the end of the initial
offering period.
Any discount provided to investors will be borne by the selling dealer or
agent as indicated under "General" above. For transactions involving unitholders
of other unit investment trusts who use their redemption or termination proceeds
to purchase Units, the total concession or agency commission will equal 1.30%
per Unit (1.25% for the EAFE Strategic 20 Portfolio) (or such lesser amount
resulting from discounts). For all secondary market transactions the total
concession or agency commission will amount to 2.10% per Unit (70% of the
applicable sales charge for The Dow 5SM & Tech Strategic Portfolio).
Notwithstanding anything to the contrary herein, in no case shall the total of
any concessions, agency commissions and any additional compensation allowed or
paid to any broker, dealer or other distributor of Units with respect to any
individual transaction exceed the total sales charge applicable to such
transaction. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concession or
agency commission to dealers and others from time to time. The breakpoint
concessions or agency commissions are also applied on a Unit basis utilizing a
breakpoint equivalent of $10 per Unit and will be applied on whichever basis is
more favorable to the broker, dealer or agent.
Broker-dealers of the Portfolios, banks and/or others may be eligible to
participate in a program in which such firms receive from the Sponsor a nominal
award for each of their representatives who have sold a minimum number of units
of unit investment trusts created by the Sponsor during a specified time period.
In addition, at various times the Sponsor may implement other programs under
which the sales forces of brokers, dealers, banks and/or others may be eligible
to win other nominal awards for certain sales efforts, or under which the
Sponsor will reallow to such brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by the
Sponsor, or participate in sales programs sponsored by the Sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
persons at the public offering price during such programs. Also, the Sponsor in
its discretion may from time to time pursuant to objective criteria established
by the Sponsor pay fees to qualifying entities for certain services or
activities which are primarily intended to result in sales of Units. Such
payments are made by the Sponsor out of its own assets, and not out of the
assets of any Portfolio. These programs will not change the price Unitholders
pay for their Units or the amount that a Portfolio will receive from the Units
sold.
SPONSOR COMPENSATION. The Sponsor will receive a gross sales commission equal
to the total sales charge applicable to each transaction. Any sales charge
discount provided to investors will be borne by the selling dealer or agent. In
addition, 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. In maintaining a secondary market, the Sponsor will
realize profits or losses in the amount of any difference between the price at
which Units are purchased and the price at which Units are resold (which price
includes the applicable sales charge) or from a redemption of repurchased Units
at a price above or below the purchase price. 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 your 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
your Portfolio to purchase stocks at a higher price than those buyers who effect
purchases prior to purchases by your Portfolio.
MARKET FOR UNITS. Although it is not obligated to do so, the Sponsor
currently intends to maintain a market for Units and to purchase Units at the
secondary market repurchase price (which is described under "Right of
Unitholders--Redemption of Units"). The Sponsor may discontinue purchases of
Units or discontinue purchases at this price at any time. The Sponsor intends to
maintain a secondary market for Units only during the first six months following
the Initial Date of Deposit. In the event that a secondary market is not
maintained, a Unitholder will be able to dispose of Units by tendering them to
the Trustee for redemption at the Redemption Price. See "Rights of
Unitholders--Redemption of Units". Unitholders should contact their broker to
determine the best price for Units in the secondary market. Units sold prior to
the time the entire deferred sales charge has been collected will be assessed
the amount of any remaining deferred sales charge at the time of sale. The
Trustee will notify the Sponsor of any Units tendered for redemption. If the
Sponsor's bid in the secondary market equals or exceeds the Redemption Price per
Unit, it may purchase the Units not later than the day on which Units would have
been redeemed by the Trustee. The Sponsor may sell repurchased Units at the
secondary market Public Offering Price per Unit.

RETIREMENT ACCOUNTS
--------------------------------------------------------------------------------
Units are available for purchase in connection with certain types of
tax-sheltered retirement plans, including Individual Retirement Accounts for the
individuals, Simplified Employee Pension Plans for employees, qualified plans
for self-employed individuals, and qualified corporate pension and profit
sharing plans for employees. The minimum purchase for these accounts is reduced
to 25 Units but may vary by selling firm. The purchase of Units may be limited
by the plans' provisions and does not itself establish such plans.

WRAP FEE AND ADVISORY ACCOUNTS
--------------------------------------------------------------------------------
Units may be available for purchase by investors who purchase Units through
registered investment advisers, certified financial planners and registered
broker-dealers who in each case either charge periodic fees for brokerage
services, financial planning, investment advisory or asset management service,
or provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed. You should
consult your financial professional to determine whether you can benefit from
these accounts. For these purchases you generally only pay the portion of the
sales charge that is retained by your Portfolio's Sponsor, Van Kampen Funds Inc.
For example, this table illustrates the transaction fees you will pay as a
percentage of the public offering price per Unit.

THE DOWSM
STRATEGIC
10 AND 5 OTHER
PORTFOLIOS PORTFOLIOS
--------- ---------
Fee paid on purchase 0.00% 0.00%
Deferred sponsor retention 0.50 0.70
--------- ---------
Total 0.50% 0.70%
========= =========

You should consult the "Public Offering--General" section for specific
information on this and other sales charge discounts. That section governs the
calculation of all sales charge discounts.

RIGHTS OF UNITHOLDERS
--------------------------------------------------------------------------------
DISTRIBUTIONS. Dividends and any net proceeds from the sale of Securities
received by a Portfolio will generally be distributed to Unitholders on each
Distribution Date to Unitholders of record on the preceding Record Date. These
dates appear under "Summary of Essential Financial Information". Unitholders
will also receive a final distribution of dividends when their Portfolio
terminates. A person becomes a Unitholder of record on the date of settlement
(generally three business days after Units are ordered). Unitholders may elect
to receive distributions in cash or to have distributions reinvested into
additional Units. Distributions may also be reinvested into Van Kampen mutual
funds. See "Rights of Unitholders--Reinvestment Option".
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 or
pay deferred sales charges, fees or expenses, 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 rata share of the
available cash in the Income and Capital Accounts as of the related Record Date.
REINVESTMENT OPTION. Unitholders may have distributions automatically
reinvested in additional Units under the Automatic Reinvestment Option without a
sales charge (to the extent Units may be lawfully offered for sale in the state
in which the Unitholder resides) through two options. Brokers and dealers can
use the Dividend Reinvestment Service through Depository Trust Company or
purchase the Automatic Reinvestment Option CUSIP, if available. To participate
in this reinvestment option, a Unitholder must file with the Trustee a written
notice of election, together with any certificate representing Units and other
documentation that the Trustee may then require, at least five days prior to the
related Record Date. A Unitholder's election will apply to all Units owned by
the Unitholder and will remain in effect until changed by the Unitholder. If
Units are unavailable for reinvestment, distributions will be paid in cash.
In addition, under the Guaranteed Reinvestment Option Unitholders may elect
to have distributions automatically reinvested in certain Van Kampen mutual
funds (the "Reinvestment Funds"). Each Reinvestment Fund has investment
objectives which differ from those of the Portfolios. The prospectus relating to
each Reinvestment Fund describes its investment policies and how to begin
reinvestment. A Unitholder may obtain a prospectus for the Reinvestment Funds
from the Sponsor. Purchases of shares of a Reinvestment Fund will be made at a
net asset value computed on the Distribution Date. Unitholders with an existing
Guaranteed Reinvestment Option account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new
account which allows purchases of Reinvestment Fund shares at net asset value.
A participant may elect to terminate his or her reinvestment plan and receive
future distributions in cash by notifying the Trustee in writing no later than
five days before a distribution date. The Sponsor, each Reinvestment Fund, and
its investment adviser shall have the right to suspend or terminate these
reinvestment plans at any time.
REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee at its Unit Investment Trust Division, 101 Barclay Street,
20th Floor, New York, New York 10286. Certificates must be tendered to the
Trustee, duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed (or by providing satisfactory indemnity in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. On the seventh day following the tender, the
Unitholder 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 Trustee,
except that with respect to Units received by the Trustee 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.
Unitholders tendering 1,000 or more Units of a Portfolio for redemption may
request an in kind distribution of Securities equal to the Redemption Price per
Unit on the date of tender. Unitholders may not request an in kind distribution
of Securities during the five business days prior to a Portfolio's termination.
The Portfolios generally do not offer in kind distributions of portfolio
securities that are held in foreign markets. An in kind distribution will be
made by the Trustee through the distribution of each of the Securities in
book-entry form to the account of the Unitholder's broker-dealer at Depository
Trust Company. Amounts representing fractional shares will be distributed in
cash. The Trustee may adjust the number of shares of any Security included in a
Unitholder's in kind distribution to facilitate the distribution of whole
shares.
The Trustee may sell Securities to satisfy Unit redemptions. To the extent
that Securities are redeemed in kind or 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 Unitholder depending on the value of the
Securities at the time of redemption. Special federal income tax consequences
will result if a Unitholder requests an in kind distribution. See "Taxation".
The Redemption Price per Unit and the secondary market repurchase price per
Unit are 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, (b) the accrued expenses of the Portfolio and (c) any unpaid deferred
sales charge payments. During the initial offering period, the redemption price
and the secondary market repurchase price will include estimated organizational
and offering costs. 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.
SPECIAL REDEMPTION AND ROLLOVER. We currently intend to offer a subsequent
series of each Portfolio for a Rollover when the Portfolios terminate.
On the Mandatory Termination Date you will have the option to (1) participate
in the Rollover and have your Units reinvested into a subsequent trust series,
(2) receive an in kind distribution of Securities (if applicable) or (3) receive
a cash distribution.
If you elect to participate in the Rollover, your Units will be redeemed on
the Mandatory Termination Date. As the redemption proceeds become available, the
proceeds (including dividends) will be invested in a new trust series at the
public offering price for the new trust. The Trustee will attempt to sell
Securities to satisfy the redemption as quickly as practicable on the Mandatory
Termination Date. We do not anticipate that the sale period will be longer than
one day, however, certain factors could affect the ability to sell the
Securities and could impact the length of the sale period. The liquidity of any
Security depends on the daily trading volume of the Security and the amount
available for redemption and reinvestment on any day.
We intend to make subsequent trust series available for sale at various times
during the year. Of course, we cannot guarantee that a subsequent trust or
sufficient units will be available or that any subsequent trusts will offer the
same investment strategies or objectives as the current Portfolios. We cannot
guarantee that a Rollover will avoid any negative market price consequences
resulting from trading large volumes of securities. Market price trends may make
it advantageous to sell or buy securities more quickly or more slowly than
permitted by the Portfolio procedures. We may, in our sole discretion, modify a
Rollover or stop creating units of a trust at any time regardless of whether all
proceeds of Unitholders have been reinvested in a Rollover. If we decide not to
offer a subsequent series, Unitholders will be notified prior to the Mandatory
Termination Date. Cash which has not been reinvested in a Rollover will be
distributed to Unitholders shortly after the Mandatory Termination Date.
Rollover participants may receive taxable dividends or realize taxable capital
gains which are reinvested in connection with a Rollover but may not be entitled
to a deduction for capital losses due to the "wash sale" tax rules. Due to the
reinvestment in a subsequent trust, no cash will be distributed to pay any
taxes. See "Taxation".
CERTIFICATES. Ownership of Units is evidenced in book-entry form unless a
Unitholder makes a written request to the Trustee that ownership be in
certificate form. Units are transferable by making a written request to the
Trustee and, in the case of Units in certificate form, by presentation of the
certificate to the Trustee properly endorsed or accompanied by a written
instrument or instruments of transfer. A Unitholder must sign the written
request, and certificate or transfer instrument, exactly as his name appears on
the records of the Trustee and on the face of any certificate with the signature
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or a signature guarantee program accepted by the Trustee. In certain
instances the Trustee 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. Fractional certificates
will not be issued. The Trustee may require a Unitholder to pay a reasonable fee
for each certificate reissued or transferred and to pay any governmental charge
that may be imposed in connection with each transfer or interchange. Destroyed,
stolen, mutilated or lost certificates will be replaced upon delivery to the
Trustee of satisfactory indemnity, evidence of ownership and payment of expenses
incurred. Mutilated certificates must be surrendered to the Trustee for
replacement.
REPORTS PROVIDED. Unitholders 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 person who 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, 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, the Trustee 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 Trustee will
distribute any cash proceeds to Unitholders. In addition, the Trustee may sell
Securities to redeem Units or pay Portfolio expenses or deferred sales charges.
The Trustee must reject any offer for securities or property other than cash in
exchange for the Securities. If securities or property are nonetheless acquired
by a Portfolio, the Sponsor may direct the Trustee 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.
When your 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 portfolio 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.
Pursuant to an exemptive order, each terminating Portfolio is permitted to
sell Securities to a new trust series if those Securities meet the investment
strategy of the new trust. The exemption enables each Portfolio to eliminate
commission costs on these transactions. The price for those securities will be
the closing sale price on the sale date on the exchange where the Securities are
principally traded, as certified by the Sponsor.
AMENDMENT OF THE TRUST AGREEMENT. The Trustee 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 the Sponsor and the Trustee).
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 Trustee 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 be terminated at any time with consent of Unitholders
representing two-thirds of the outstanding Units or by the Trustee when the
value of the Portfolio is less than $500,000 ($3,000,000 if the value of the
Portfolio has exceeded $15,000,000) (the "Minimum Termination Value").
Unitholders will be notified of any termination. The Trustee 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 Trustee will notify Unitholders of the termination and
provide a form enabling qualified Unitholders to elect an in kind distribution
of Securities. See "Rights of Unitholders--Redemption of Units". This form must
be returned at least five business days prior to the Mandatory Termination Date.
Unitholders will receive a final cash distribution within a reasonable time
after the Mandatory Termination Date (unless the Unitholder has elected an in
kind distribution or is a participant in the final Rollover). All distributions
will be net of Portfolio expenses and costs. Unitholders will receive a final
distribution statement following termination. The Information Supplement
contains further information regarding termination of the Portfolios. See
"Additional Information".
LIMITATIONS ON LIABILITIES. The Sponsor, Evaluator, Supervisor and Trustee
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 Trustee) in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder. The Trustee is not be liable for depreciation or loss incurred by
reason of the sale by the Trustee of any of the Securities. In the event of the
failure of the Sponsor to act under the Trust Agreement, the Trustee may act
thereunder and is not be liable for any action taken by it in good faith under
the Trust Agreement. The Trustee is not liable for any taxes or other
governmental charges imposed on the Securities, on it as Trustee under the Trust
Agreement or on a Portfolio which the Trustee 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 Trustee. The Trustee, 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
Portfolio. 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 Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee 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 Trustee without terminating the
Trust Agreement.
TRUSTEE. The Trustee 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 Trustee is set forth in the Information Supplement, including the
Trustee's qualifications and duties, its ability to resign, the effect of a
merger involving the Trustee and the Sponsor's ability to remove and replace the
Trustee. 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 or
investment strategies utilized by the Portfolios (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.

TAXATION
--------------------------------------------------------------------------------
GENERAL. The following is a general discussion of certain of the federal
income tax consequences of the purchase, ownership and disposition of the Units.
The summary is limited to investors who hold the Units as capital assets
(generally, property held for investment) within the meaning of Section 1221 of
the Internal Revenue Code of 1986, as amended (the "Code"). Unitholders should
consult their tax advisers in determining the federal, state, local and any
other tax consequences of the purchase, ownership and disposition of Units in a
Portfolio.
For purposes of the following discussion and opinions, it is assumed that
each Security is equity for federal income tax purposes. In the opinion of
Chapman and Cutler, special counsel for the Sponsor, under existing law:
1. Each Portfolio is not an association taxable as a corporation for federal
income tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of a Portfolio under the Code; and the income of
each Portfolio will be treated as income of the Unitholders thereof under the
Code. Each Unitholder will be considered to have received his pro rata share of
income derived from each Security when such income is considered to be received
by a Portfolio.
2. A Unitholder will be considered to have received all of the dividends paid
on his pro rata portion of each Security when such dividends are considered to
be received by a Portfolio regardless of whether such dividends are used to pay
a portion of any deferred sales charge imposed. Unitholders will be taxed in
this manner regardless of whether distributions from a Portfolio are actually
received by the Unitholder or are automatically reinvested (see "Rights of
Unitholders--Reinvestment Option").
3. Each Unitholder will have a taxable event when a Portfolio disposes of a
Security (whether by sale, exchange, liquidation, redemption, or otherwise) or
upon the sale or redemption of Units by such Unitholder (except to the extent an
in kind distribution of stock is received by such Unitholder from a Portfolio as
described below). The price a Unitholder pays for his Units, generally including
sales charges, is allocated among his pro rata portion of each Security held by
a Portfolio (in proportion to the fair market values thereof on the valuation
date closest to the date the Unitholder purchases his Units) in order to
determine his initial tax basis for his pro rata portion of each Security held
by a Portfolio. Unitholders should consult their own tax advisers with regard to
the calculation of basis. For federal income tax purposes, a Unitholder's pro
rata portion of the dividends, as defined by Section 316 of the Code, paid by a
corporation with respect to a Security held by a Portfolio is taxable as
ordinary income to the extent of such corporation's current and accumulated
"earnings and profits". A Unitholder's pro rata portion of dividends paid on
such Security which exceed such current and accumulated earnings and profits
will first reduce a Unitholder's tax basis in such Security, and to the extent
that such dividends exceed a Unitholder's tax basis in such Security shall
generally be treated as capital gain. In general, the holding period for such
capital gain will be determined by the period of time a Unitholder has held his
Units.
4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by a Portfolio will generally be
considered a capital gain (except in the case of a dealer or a financial
institution). A Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by a Portfolio will
generally be considered a capital loss (except in the case of a dealer or a
financial institution). In particular, a Rollover Unitholder should be aware
that a Rollover Unitholder's loss, if any, incurred in connection with the
exchange of Units for units in the next new series of the Portfolios (the "New
Fund") will generally be disallowed with respect to the disposition of any
Securities pursuant to such exchange to the extent that such Unitholder is
considered the owner of substantially identical securities under the wash sale
provisions of the Code taking into account such Unitholder's deemed ownership of
the securities underlying the Units in the New Fund in the manner described
above, if such substantially identical securities were acquired within a period
beginning 30 days before and ending 30 days after such disposition. However, any
gains incurred in connection with such an exchange by a Rollover Unitholder
would be recognized. Unitholders should consult their tax advisers regarding the
recognition of gains and losses for federal income tax purposes.
DEFERRED SALES CHARGE. Generally, the tax basis of a Unitholder includes
sales charges, and such charges are not deductible. A portion of the sales
charge for the Portfolios is deferred. The income (or proceeds from redemption)
a Unitholder must take into account for federal income tax purposes is not
reduced by amounts deducted to pay the deferred sales charge. Unitholders should
consult their own tax advisers as to the income tax consequences of any deferred
sales charge imposed.
DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such Unitholder's
pro rata portion of dividends received by a Portfolio (to the extent such
dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the Securities paying such dividends (other than corporate
Unitholders, such as "S" corporations, which are not eligible for the deduction
because of their special characteristics and other than for purposes of special
taxes such as the accumulated earnings tax and the personal holding corporation
tax). However, a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility of dividends
for the 70% dividends received deduction. These limitations include a
requirement that stock (and therefore Units) must generally be held at least 46
days (as determined under Section 246(c) of the Code). Final regulations have
been issued which address special rules that must be considered in determining
whether the 46 day holding period requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable to
indebtedness incurred by such corporation. Unitholders should consult with their
tax advisers with respect to the limitations on and possible modifications to
the dividends received deduction.
To the extent dividends received by a Portfolio are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.
LIMITATIONS ON DEDUCTIBILITY OF PORTFOLIO EXPENSES BY UNITHOLDERS. Each
Unitholder's pro rata share of each expense paid by a Portfolio is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him. It should be noted that as a result of the Tax Reform Act of 1986,
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses will be deductible by an
individual only to the extent they exceed 2% of such individual's adjusted gross
income. Unitholders may be required to treat some or all of the expenses of a
Portfolio as miscellaneous itemized deductions subject to this limitation.
RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY A
PORTFOLIO OR DISPOSITION OF UNITS. As discussed above, a Unitholder may
recognize taxable gain (or loss) when a Security is disposed of by a Portfolio
or if the Unitholder disposes of a Unit (although losses incurred by Rollover
Unitholders may be subject to disallowance, as discussed above). The Internal
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")
provides that for taxpayers other than corporations, net capital gain (which is
defined as net long-term capital gain over net short-term capital loss for the
taxable year) realized from property (with certain exclusions) is subject to a
maximum marginal stated tax rate of 20% (10% in the case of certain taxpayers in
the lowest tax bracket). Capital gain or loss is long-term if the holding period
for the asset is more than one year, and is short-term if the holding period for
the asset is one year or less. The date on which a Unit is acquired (i.e., the
"trade date") is excluded for purposes of determining the holding period of the
Unit. Capital gains realized from assets held for one year or less are taxed at
the same rates as ordinary income.
For tax years beginning after December 31, 2000, the 20% rate is reduced to
18% and the 10% rate is reduced to 8% for long-term gains from most property the
holding period of which is more than five years. Due to the length of your
Portfolio's life, the reduction in the capital gains rate for property held for
more than five years could only possibly apply to your interest in the
Securities if you are eligible for and elect to receive an in kind distribution
at redemption or termination.
In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered into
after April 30, 1993. Unitholders and prospective investors should consult with
their tax advisers regarding the potential effect of this provision on their
investment in Units.
If a Unitholder disposes of a Unit he is deemed thereby to have disposed of
his entire pro rata interest in all assets of the Portfolio involved including
his pro rata portion of all Securities represented by a Unit.
The Taxpayer Relief Act of 1997 (the "1997 Tax Act") includes provisions that
treat certain transactions designed to reduce or eliminate risk of loss and
opportunities for gain (e.g., short sales, offsetting national principal
contracts, futures or forward contracts, or similar transactions) as
constructive sales for purposes of recognition of gain (but not loss) and for
purposes of determining the holding period. Unitholders should consult their own
tax advisers with regard to any such constructive sales rules.
SPECIAL TAX CONSEQUENCES OF IN KIND DISTRIBUTIONS UPON REDEMPTION OF UNITS OR
TERMINATION OF A PORTFOLIO. As discussed in "Rights of Unitholders--Redemption
of Units," under certain circumstances a Unitholder tendering Units for
redemption may request an in kind distribution of certain Securities in a
Portfolio. A Unitholder may also under certain circumstances request an in kind
distribution of certain Securities in a Portfolio upon the termination of such
Portfolio. A Unitholder will receive cash representing his pro rata portion of
the foreign Securities in a Portfolio. See "Rights of Unitholders--Redemption of
Units". The Unitholder requesting an in kind distribution will be liable for
expenses related thereto (the "Distribution Expenses") and the amount of such in
kind distribution will be reduced by the amount of the Distribution Expenses.
See "Rights of Unitholders--Redemption of Units". As previously discussed, prior
to the redemption of Units or the termination of a Portfolio, a Unitholder is
considered as owning a pro rata portion of each of such Portfolio's assets for
federal income tax purposes. The receipt of an in kind distribution will result
in a Unitholder receiving whole shares of stock plus, possibly, cash.
The potential tax consequences that may occur under an in kind distribution
with respect to each Security owned by a Portfolio will depend on whether or not
a Unitholder receives cash in addition to Securities. A "Security" for this
purpose is a particular class of stock issued by a particular corporation. A
Unitholder will not recognize gain or loss if a Unitholder only receives
Securities in exchange for his or her pro rata portion in the Securities held by
a Portfolio. However, if a Unitholder also receives cash in exchange for a
fractional share of a Security or for a foreign Security held by a Portfolio,
such Unitholder will generally recognize gain or loss based upon the difference
between the amount of cash received by the Unitholder and his tax basis in such
fractional share of a Security or such foreign Security held by such Portfolio.
Because each Portfolio will own many Securities, a Unitholder who requests an
in kind distribution will have to analyze the tax consequences with respect to
each Security owned by such Portfolio. The amount of taxable gain (or loss)
recognized upon such exchange will generally equal the sum of the gain (or loss)
recognized under the rules described above by such Unitholder with respect to
each Security owned by such Portfolio. Unitholders who request an in kind
distribution are advised to consult their tax advisers in this regard.
ROLLOVER UNITHOLDERS. As discussed in "Rights of Unitholders--Special
Redemption and Rollover," a Unitholder may elect to become a Rollover
Unitholder. To the extent a Rollover Unitholder exchanges his Units for Units of
the New Fund in a taxable transaction, such Unitholder will recognize gains, if
any, but generally will not be entitled to a deduction for any losses recognized
upon the disposition of any Securities pursuant to such exchange to the extent
that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the New
Fund in the manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending 30 days after
such disposition under the wash sale provisions contained in Section 1091 of the
Code. In the event a loss is disallowed under the wash sale provisions, special
rules contained in Section 1091(d) of the Code apply to determine the
Unitholder's tax basis in the securities acquired. Rollover Unitholders are
advised to consult their tax advisers.
COMPUTATION OF THE UNITHOLDER'S TAX BASIS.
Initially, a Unitholder's tax basis in his Units will generally equal the price
paid by such Unitholder for his Units. The cost of the Units is allocated among
the Securities held in a Portfolio in accordance with the proportion of the fair
market values of such Securities on the valuation date nearest the date the
Units are purchased in order to determine such Unitholder's tax basis for his
pro rata portion of each Security.
A Unitholder's tax basis in his Units and his pro rata portion of a Security
held by a Portfolio will be reduced to the extent dividends paid with respect to
such Security are received by the Portfolio which are not taxable as ordinary
income as described above.
OTHER MATTERS. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the Unitholder
has not been notified that payments to the Unitholder are subject to back-up
withholding. If the proper taxpayer identification number and appropriate
certification are not provided when requested, distributions by a Portfolio to
such Unitholder (including amounts received upon the redemption of Units) will
be subject to back-up withholding. Distributions by a Portfolio (other than
those that are not treated as United States source income, if any) will
generally be subject to United States income taxation and withholding in the
case of Units held by non-resident alien individuals, foreign corporations or
other non-United States persons. Such persons should consult their tax advisers.
In general, income that is not effectively connected to the conduct of a
trade or business within the United States that is earned by non-U.S.
Unitholders and derived from dividends of foreign corporations will not be
subject to U.S. withholding tax provided that less than 25 percent of the gross
income of the foreign corporation for a three-year period ending with the close
of its taxable year preceding payment was effectively connected to the conduct
of a trade or business within the United States. In addition, such earnings may
be exempt from U.S. withholding pursuant to a specific treaty between the United
States and a foreign country. Non-U.S. Unitholders should consult their own tax
advisers regarding the imposition of U.S. withholding on distributions from a
Portfolio.
It should be noted that payments to the Portfolios of dividends on Securities
that are attributable to foreign corporations may be subject to foreign
withholding taxes and Unitholders should consult their tax advisers regarding
the potential tax consequences relating to the payment of any such withholding
taxes by the Portfolios. Any dividends withheld as a result thereof will
nevertheless be treated as income to the Unitholders. Because, under the grantor
trust rules, an investor is deemed to have paid directly his share of foreign
taxes that have been paid or accrued, if any, an investor may be entitled to a
foreign tax credit or deduction for United States tax purposes with respect to
such taxes. The 1997 Tax Act imposes a required holding period for such credits.
Investors should consult their tax advisers with respect to foreign withholding
taxes and foreign tax credits.
At the termination of a Portfolio, the Trustee will furnish to each
Unitholder of such Portfolio a statement containing information relating to the
dividends received by such Portfolio on the Securities, the gross proceeds
received by such Portfolio from the disposition of any Security (resulting from
redemption or the sale of any Security), and the fees and expenses paid by such
Portfolio. The Trustee will also furnish annual information returns to
Unitholders and to the Internal Revenue Service.
Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.
In the opinion of special counsel to the Portfolios for New York tax matters,
each Portfolio is not an association taxable as a corporation and the income of
the Portfolios will be treated as the income of the Unitholders under the
existing income tax laws of the State and City of New York.
The foregoing discussion relates only to the tax treatment of U.S.
Unitholders ("U.S. Unitholders") with regard to federal and certain aspects of
New York State and City income taxes. Unitholders may be subject to taxation in
New York or in other jurisdictions and should consult their own tax advisers in
this regard. As used herein, the term "U.S. Unitholder" means an owner of a Unit
in one of the Portfolios that (a) is (i) for United States federal income tax
purposes a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or of any political subdivision thereof, or (iii) an estate or
trust the income of which is subject to United States federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unitholder in
paragraph (a) but whose income from a Unit is effectively connected with such
Unitholder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States whose income and gain on
the Units will be taxable. Unitholders should consult their tax advisers
regarding potential foreign, state or local taxation with respect to the Units.

PORTFOLIO OPERATING EXPENSES
--------------------------------------------------------------------------------
GENERAL. The fees and expenses of your Portfolio will generally accrue on a
daily basis. The deferred sales charge, fees and expenses are generally paid out
of the Capital Account of your Portfolio. When these amounts are paid by or
owing to the Trustee, 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. See "Taxation". The Supervisor's,
Evaluator's and Trustee'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.
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 Trustee, and
legal and auditing expenses. The public offering price of Units includes the
estimated amount of these costs. The Trustee will deduct these expenses from
your Portfolio's assets at the end of the initial offering period.
TRUSTEE'S FEE. For its services the Trustee will receive the fee from your
Portfolio set forth in the "Fee Table" (which includes the estimated amount of
miscellaneous Portfolio expenses). The Trustee benefits to the extent there are
funds in the Capital and Income Accounts since these Accounts are non-interest
bearing to Unitholders and the amounts earned by the Trustee are retained by the
Trustee. Part of the Trustee's compensation for its services to your Portfolio
is expected to result from the use of these funds.
COMPENSATION OF SPONSOR, 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 Trustee for extraordinary services, (c) expenses of
the Trustee (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 Trustee to protect the Portfolio and the rights and
interests of Unitholders, (f) indemnification of the Trustee 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. The DowSM Strategic 10, The DowSM
Strategic 5 and The Dow 5SM & Tech Strategic Portfolios will also pay a license
fee to Dow Jones & Company, Inc. for use of certain service marks of Dow Jones &
Company, Inc. The NasdaqSM Strategic 10 Portfolio will pay a license fee to the
Nasdaq Stock Market, Inc. for use of certain service marks and to Prudential
Securities, Inc. for use of its proprietary investment strategy used to select
the Portfolio. The NasdaqSM Strategic 10 Portfolio selection process is
proprietary and is the subject of a pending United States patent application
under license to Van Kampen Funds Inc. and the Portfolio.

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 Trustee
and as special counsel for New York tax matters.
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 Portfolio. Information about your Portfolio (including the Information
Supplement) can be reviewed and copied at the SEC's Public Reference Room in
Washington, D.C. You may obtain information about the Public Reference Room by
calling 1-202-942-8090. Reports and other information about your Portfolio 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
The DowSM Strategic 10 Portfolio............ 4
The DowSM Strategic 5 Portfolio............. 6
The Dow 5SM & Tech Strategic Portfolio...... 8
NasdaqSM Strategic 10 Portfolio............. 10
Strategic Picks Opportunity Trust........... 12
EAFESMStrategic 20 Portfolio................ 14
Notes to Hypothetical Performance Tables.... 16
Notes to Portfolios......................... 16
The Securities.............................. 17
Report of Independent Certified
Public Accountants....................... 18
Statements of Condition .................... 19
The Portfolios.............................. A-1
Objectives and Securities Selection......... A-1
Risk Factors................................ A-2
Public Offering............................. A-5
Retirement Accounts......................... A-9
Wrap Fee and Advisory Accounts.............. A-9
Rights of Unitholders....................... A-10
Portfolio Administration.................... A-12
Taxation.................................... A-15
Portfolio Operating Expenses................ A-19
Other Matters............................... A-20
Additional Information...................... A-20

--------------
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 you should 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.

EMSPRO267

#36652
#36655
#36658

PROSPECTUS
--------------------------------------------------------------------------------

JANUARY 9, 2001

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

THE DOWSM STRATEGIC 10 PORTFOLIO,
JANUARY 2001 SERIES

THE DOWSM STRATEGIC 5 PORTFOLIO,
JANUARY 2001 SERIES

THE DOW 5SM & TECH STRATEGIC PORTFOLIO,
JANUARY 2001 SERIES

NASDAQSM STRATEGIC 10 PORTFOLIO,
JANUARY 2001 SERIES

STRATEGIC PICKS OPPORTUNITY TRUST,
JANUARY 2001 SERIES

EAFESM STRATEGIC 20 PORTFOLIO,
JANUARY 2001 SERIES

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 267

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

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

TABLE OF CONTENTS
PAGE

Risk Factors 2
The Portfolio Strategies 6
The Indexes 7
Sponsor Information 11
Trustee Information 12
Portfolio Termination 12

RISK FACTORS
PRICE VOLATILITY. Because the Portfolios invest in stocks of U.S. and
foreign companies, you 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. 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 you originally
paid for your 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, the Trustee 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, you may encounter greater
market risk than in a more diversified investment.
DIVIDENDS. Stocks represent ownership interests in a company and are not
obligations of the company. 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.
FOREIGN STOCKS. Because certain Portfolios invest in foreign stocks, these
Portfolios involve additional risks that differ from an investment in domestic
stocks. Investments in foreign securities may involve a greater degree of risk
than those in domestic securities. There is generally less publicly available
information about foreign companies in the form of reports and ratings similar
to those that are published about issuers in the United States. Also, foreign
issuers are generally not subject to uniform accounting, auditing and financial
reporting requirements comparable to those applicable to United States issuers.
With respect to certain foreign countries, there is the possibility of adverse
changes in investment or exchange control regulations, expropriation,
nationalization or confiscatory taxation, limitations on the removal of funds or
other assets of a Portfolio, political or social instability, or diplomatic
developments which could affect United States investments in those countries.
Moreover, industrial foreign economies may differ favorably or unfavorably from
the United States' economy in terms of growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Foreign securities markets are generally not as developed or
efficient as those in the United States. While growing in volume, they usually
have substantially less volume than the New York Stock Exchange, and securities
of some foreign issuers are less liquid and more volatile than securities of
comparable United States issuers. Fixed commissions on foreign exchanges are
generally higher than negotiated commissions on United States exchanges. There
is generally less government supervision and regulation of securities exchanges,
brokers and listed issuers than in the United States.
FOREIGN CURRENCIES. Certain Portfolios also involve the risk that
fluctuations in exchange rates between the U.S. dollar and foreign currencies
may negatively affect the value of the stocks. For example, if a foreign stock
rose 10% in price but the U.S. dollar gained 5% against the related foreign
currency, a U.S. investor's return would be reduced to about 5%. This is because
the foreign currency would "buy" fewer dollars or, conversely, a dollar would
buy more of the foreign currency. Many foreign currencies have fluctuated widely
against the U.S. dollar for a variety of reasons such as supply and demand of
the currency, investor perceptions of world or country economies, political
instability, currency speculation by institutional investors, changes in
government policies, buying and selling of currencies by central banks of
countries, trade balances and changes in interest rates. A Portfolio's foreign
currency transactions will be conducted with foreign exchange dealers acting as
principals on a spot (i.e., cash) buying basis. These dealers realize a profit
based on the difference between the price at which they buy the currency (bid
price) and the price at which they sell the currency (offer price). The
Evaluator will estimate the currency exchange rates based on current activity in
the related currency exchange markets, however, due to the volatility of the
markets and other factors, the estimated rates may not be indicative of the rate
a Portfolio might obtain had the Trustee sold the currency in the market at that
time.
TECHNOLOGY ISSUERS. Certain Portfolios invest significantly 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.
The Portfolio, 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.
CONSUMER PRODUCT AND RETAIL ISSUERS. Certain Portfolios may invest
significantly in issuers that manufacture or sell consumer products. The
profitability of these companies will be affected by various factors including
the general state of the economy and consumer spending trends. In the past,
there have been major changes in the retail environment due to the declaration
of bankruptcy by some of the major corporations involved in the retail industry,
particularly the department store segment. The continued viability of the retail
industry will depend on the industry's ability to adapt and to compete in
changing economic and social conditions, to attract and retain capable
management, and to finance expansion. Weakness in the banking or real estate
industry, a recessionary economic climate with the consequent slowdown in
employment growth, less favorable trends in unemployment or a marked
deceleration in real disposable personal income growth could result in
significant pressure on both consumer wealth and consumer confidence, adversely
affecting consumer spending habits. In addition, competitiveness of the retail
industry will require large capital outlays for investment in the installation
of automated checkout equipment to control inventory, to track the sale of
individual items and to gauge the success of sales campaigns. Increasing
employee and retiree benefit costs may also have an adverse effect on the
industry. In many sectors of the retail industry, competition may be fierce due
to market saturation, converging consumer tastes and other factors. Because of
these factors and the recent increase in trade opportunities with other
countries, American retailers are now entering global markets which entail added
risks such as sudden weakening of foreign economies, difficulty in adapting to
local conditions and constraints and added research costs.
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.
LITIGATION. Philip Morris Companies, Inc. common stock may represent a
signigicant portfion of the value of the Dow Strategic 10 and Dow Strategic 5
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.
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 your
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 Trustee may sell or vote the stocks in a Portfolio. While
you may sell or redeem your Units, you may not sell or vote the stocks in your
Portfolio. The Sponsor will instruct the Trustee how to vote the stocks. The
Trustee will vote the stocks in the same general proportion as shares held by
other shareholders if the Sponsor fails to provide instructions.
THE PORTFOLIO STRATEGIES
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.
The companies represented in the Portfolios are some of the most well-known
and highly capitalized companies in the world. The Portfolios seek to achieve
better performances than the related indexes through similar investment
strategies. Investment in a number of companies having high dividends relative
to their stock prices (usually because their stock prices are undervalued) is
designed to increase each Portfolio's potential for higher returns. There is, of
course, no assurance that a Portfolio (which includes expenses and sales
charges) will achieve its objective.
Certain of the Portfolios may be suitable for investors who seek to diversify
their equity holdings with investments in foreign equity securities. Today's
international market offers many opportunities. While the U.S. stock market has
generally performed well in the past, international markets may provide
significant opportunities as well. Global diversification may offer the
potential to enhance overall portfolio performance. In addition, investors may
be able to achieve a better risk/return potential by allocating an investment
among a domestic investment and an international investment. International
markets can experience different performances and while some markets may be
experiencing rapid growth, others may be in temporary decline. These market
movements may offer attractive growth potential and possible portfolio
diversification for investors seeking to add to their existing equity portfolio.
Certain of the Portfolios seek to combine the growth potential of undervalued
stocks with the strength of stocks listed on a foreign stock market index.
Typically, companies listed on a major market index are widely recognized,
firmly established and financially strong. Therefore, when undervalued, these
stocks may provide investors with significant growth opportunities.
Corporate restructuring, acquisitions and the use of technology may enhance
the ability of foreign companies to increase their potential profitability.
Progress of the European Monetary Union efforts to create a unified currency
could potentially add to European growth rates. In addition, if the U.S. dollar
does not remain as strong as in the recent past, foreign stocks may benefit and
foreign stocks may be relatively attractive from a valuation standpoint compared
to U.S. stock prices. Of course, an investment in foreign securities involves
risks, certain of which differ from an investment in U.S. stocks. See "Risk
Factors".
In particular, the Sponsor believes that the Portfolios holding foreign
stocks may offer investors an attractive opportunity to diversify their
portfolio with an international component. First, markets have tended to be
cyclical in performance and at certain times U.S. stocks have outperformed
foreign stocks while foreign stocks have outperformed U.S. stocks over other
periods. Second, the U.S. stock market has been among the top five developed
markets in terms of total returns from 1989 through 1998 only four times and was
never the top performing market in these years (as measured by the MSCI USA
Index and other MSCI country indexes in developed market countries). Third,
while diversification of investments cannot eliminate the risk of loss, an
investor may be able to reduce overall portfolio risk by diversifying into
international investments since approximately 60% of the world's market
capitalization exists outside the U.S. Finally, over the last 10 years the
stocks in Standard & Poor's 500 Index have collectively shown a total return
that is greater than the 25-year average total return 6 times while the stocks
in the MSCI EAFESM Index have collectively outperformed the 25-year average
total return only twice in the last 10 years. Although it is impossible to
predict the future of stocks markets, the MSCI EAFESM Index stocks at some time
are likely to return to the average in the future.
It should be noted that the foregoing yield comparisons do not take into
account any expenses or sales commissions which would arise from an investment
in Units of the Portfolios. The Portfolios seek to achieve better performances
than the related indexes through similar investment strategies. Investment in a
number of companies having high dividends relative to their stock prices
(usually because their stock prices are undervalued) is designed to increase
each Portfolio's potential for higher returns. There is, of course, no assurance
that a Portfolio (which includes expenses and sales charges) will achieve its
objective. The investment strategies utilized by the Portfolios are designed to
be implemented on an annual basis. Investors who hold Units through Portfolio
termination may have investment results that differ significantly from a Unit
investment that is reinvested into a new trust each year.
Investors should note that the above criteria were applied to the
Securities for inclusion in the Portfolios as of three business days prior to
the Initial Date of Deposit. Subsequent to this date, the Securities may no
longer be included in an index, may not be providing one of the ten highest
dividend yields within these indexes or may not have one of the 2nd through 6th
lowest per share prices within the relevant index. Should a Security no longer
be included in these indexes or meet the criteria used for selection for a
Portfolio, such Security will not as a result thereof be removed from a
Portfolio.

THE INDEXES
THE DOW JONES INDUSTRIAL AVERAGE. The Dow Jones Industrial Average ("DJIA")
was first published in The Wall Street Journal in 1896. Initially consisting of
just 12 stocks, the DJIA expanded to 20 stocks in 1916 and its present size of
30 stocks on October 1, 1928. The following is the list as it currently appears:

Alcoa, Inc.
American Express Company
AT&T Corporation
Boeing Company
Caterpillar, Inc.
Citigroup, Inc.
Coca-Cola Company
Eastman Kodak Company
E.I. du Pont de Nemours & Company
Exxon Corporation
General Electric Company
General Motors Corporation
Hewlett-Packard Company
Home Depot Inc.
Honeywell International, Inc.
Intel Corporation
International Business Machines Corporation
International Paper Company
J.P. Morgan Chase & Co.
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Microsoft Corporation
Minnesota Mining & Manufacturing Company
Philip Morris Companies, Inc.
Procter & Gamble Company
SBC Communications Inc.
United Technologies Corporation
Wal-Mart Stores, Inc.
Walt Disney Company

"Dow JonesSM", "Dow Jones Industrial AverageSM", "The Dow 5SM", "The Dow
10SM", "The Dow 30SM", "The DowSM", and "DJIASM" are proprietary to and service
marks of Dow Jones & Company, Inc. and have been licensed for use for certain
purposes by the Portfolios. The Portfolios are not sponsored, endorsed, sold or
promoted by Dow Jones and Dow Jones makes no representation regarding the
avisability of investing in any Portfolio.
THE NASDAQ-100 INDEX. The Nasdaq-100 Index is composed of 100 of the
largest non-financial Nasdaq National Market common stocks. Nasdaq is also one
of the first fully electronic stock markets in the world. This modem-day
securities market began operations in 1971 and today lists more companies than
any other market in the U.S. The Nasdaq Stock Market, Inc. has established
procedures for, and controls over, substitutions of securities and may
periodically, at its discretion, make changes in component stocks so that the
Index will more accurately reflect the overall composition of the non-financial
sector of The Nasdaq Stock Market. Eligibility criteria for the Nasdaq-100 Index
includes a minimum average daily trading volume of 100,000 shares. Generally,
companies also must have seasoned on Nasdaq or another major exchange, which
means they have been listed for a minimum of two years. If a security would
otherwise qualify to be in the top 25% of the issuers included in the Index by
market capitalization, then a one-year seasoning criteria would apply. If the
security is a foreign security, the company must have a world wide market value
of at least $10 billion, a U.S. market value of at least $4 billion, and average
trading volume of at least 200,000 shares per day. In addition, foreign
securities must be eligible for listed-options trading.
The Sponsor has entered into a license agreement with The Nasdaq Stock
Market, Inc. (the "License Agreement"), under which the NasdaqSM Strategic 10
Portfolio (through the Sponsor) is granted licenses to use the trademark and
tradenames "Nasdaq," "Nasdaq-100," and "Nasdaq-100 Index" solely in materials
relating to the creation and issuance, marketing and promotion of the Portfolio
and in accordance with any applicable federal and state securities law to
indicate the source of the Nasdaq-100 Index as a basis for determining the
composition of the Portfolio. As consideration for the grant of the license, the
Portfolio will pay to The Nasdaq Stock Market, Inc., an annual fee.
Neither the Portfolio nor the Unitholders are entitled to any rights
whatsoever under the foregoing licensing arrangements or to use any of the
covered trademarks or to use the Nasdaq-100 Index, except as specifically
described herein or as may be specified in the Trust Agreement.
The Portfolio is not sponsored, endorsed, sold or promoted by The Nasdaq
Stock Market, Inc. (including its affiliates) (the "Corporations"). The
Corporations have not passed on the legality or suitability of, or the accuracy
or adequacy of descriptions and disclosures relating to, the Portfolio or Units
of the Portfolio. The Corporations make no representation or warranty, express
or implied to the owners of Units of the Portfolio or any member of the public
regarding the advisability of investing in securities generally or in Units of
the Portfolio particularly or the ability of the Nasdaq-100 Index to track
general stock market performance. The Corporations' only relationship to the
Sponsor ("Licensee") and the Portfolio is in the licensing of certain
trademarks, service marks, and trade names of the Corporations and the use of
the Nasdaq-100 Index which is determined, composed and calculated by Nasdaq
without regard to the Licensee, the Portfolio or Unitholders of the Portfolio.
Nasdaq has no obligation to take the needs of the Licensee or the owners of the
Portfolio into consideration in determining, composing or calculating the
Nasdaq-100 Index. The Corporations are not responsible for and have not
participated in the determination of the timing of, prices at, or quantities of
the Units of the Portfolio to be issued or in the determination or calculation
of the equation by which the Units of the Portfolio are to be converted into
cash. The Corporations have no liability in connection with the administration
or operations of the Portfolio, marketing or trading of Units of the Portfolio.
THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF UNITS OF THE NASDAQ-100 PORTFOLIO, OR ANY OTHER PERSON OR
ENTITY FROM THE USE OF THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE NASDAQ-100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING
ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR
ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MSCI INDEXES. While the MSCI index methodology has evolved to capture the
growth of the investment universe, the index philosophy has never been
compromised to simplify the complicated process of investing: MSCI indices are
based on detailed analysis to make it easier for the investor to measure
international performance. Constituents are selected for a country index through
the following process: (1) Define the "Market"; (2) Capture 60% of the market
capitalization of the country across all industry groups; (3) Select the most
liquid securities within each industry; (4) Select stocks with sufficient free
float; (5) Avoid cross-ownership; and (6) Apply full market capitalization
weights.
The initial research for the MSCI Indices covers the full breadth of the
global equity securities market. Country specialists track the evolution of both
listed and unlisted shares of domestically listed companies in nearly every
country in the world. Based in Geneva, these country teams collect share,
pricing, ownership, float and liquidity data for effectively all companies
worldwide. Sources for this information are local stock exchanges and brokerage
firms, newspapers, and company contacts. From this master matrix, the total
country market capitalization is adjusted for double-counting and non-domiciled
companies. All of the companies within this research coverage are eligible for
inclusion in the MSCI indices except non-domiciled companies, investment trusts
and mutual funds.
Once the total country market capitalization is analyzed, 60% of the
capitalization of each industry group and thus 60% of the entire market is
targeted for each MSCI index. This ensures that the index reflects the industry
characteristics of the overall market, and permits the construction of accurate
regional and global industry indices. Research coverage in MSCI products and
publications extends beyond the index coverage (60%) to capture 80% of the
market for each country. This coverage includes daily performance as well as
monthly valuation ratios and summarized financial statement data. When selecting
the constituents of an index, the most effective industry classification is
used--either the local convention or the MSCI schema of 38 industry groups--in
order to mirror the industry characteristics of the local market. Once the
selection process is complete, the index constituents are re-classified into the
MSCI schema of 38 industries and 8 economic sectors in order to facilitate
cross-country comparisons. The MSCI classification schema has been adopted by
Reuters for their industry classification. Securities are selected to represent
an industry based on size and the portion of earnings and revenues attributable
to that industry group. Even within an industry the goal is to represent the
full diversity of business segments. An industry representation may exceed the
60% target because one or two large companies dominate an industry. Similarly,
an industry may fall below the 80% level under conventional analysis because its
companies lack good liquidity and float, or because of extensive
cross-ownership.
A goal of the MSCI index construction process is to select the most liquid
stocks within each industry group, all other things being equal, since liquidity
is necessary but not the sole determinant for inclusion in the index. Liquidity
is monitored by monthly average trading value over time in order to determine
normal levels of volume, excluding temporary peaks and troughs. A stock's
liquidity is significant not only in absolute terms, but also relative to its
market capitalization and to average liquidity for the country as a whole.
Float is monitored for every security in the market, and low float (a small
percentage of shares freely tradable) may exclude a stock from consideration in
the index. But float can be difficult to determine: in some markets good sources
are generally not available; in other markets, information on smaller and less
prominent issues can be subject to error and time lags. Government ownership and
cross-ownership positions can change over time and are not always made public.
Float also tends to be defined differently depending on the source. Thus,
evaluations of float run the risk of penalizing those markets that have good
disclosure, regardless of the actual degree of availability of shares. As with
liquidity, sufficient float is an important consideration, not an inflexible
rule.
Cross-ownership occurs when one company has a significant ownership in
another company in the same country. In situations where cross-ownership is
substantial, including both companies in an index can skew industry weights,
distort country-level valuations (such as country price-earnings and price-book
value ratios) and overstate a country's true market size. An integral part of
the country research function is identifying cross ownerships in order to avoid
or minimize them. Country specialists in Geneva do much of the cross-ownership
identification through researching company reports, local newspapers and stock
exchange data.
All standard MSCI indices are weighted by each company's full market
capitalization (both listed and unlisted shares). This approach has the
significant advantage of objectivity--the number of shares outstanding for a
company is a constituent figure for companies around the world and is easily
agreed upon and obtainable. Full market capitalization weighting is favored to
other weighting schemes for both theoretical and practical reasons: (a) it is
impossible to judge whether a position which is currently in firm hands might be
available in the future; (b) the quality and timeliness of information on float
varies from market to market and adjustments penalize those markets with the
highest standards of disclosure; (c) the most serious consequence of float
limitations is limited liquidity which can be monitored objectively; much effort
is spent in researching and monitoring these factors when selecting constituents
for each country index but once a security is selected, it is included in the
index at its full market value. A growing number of very sizable companies have
been brought or are expected to be brought to the market with modest initial
tranches being publicly available. At the same time, the obvious relevance of
these companies instantly positions them among the core investment opportunities
in their market. In order to allow the MSCI indices to capture this new market
trend, in very exceptional cases, a company may be included at a portion of its
total market capitalization.
Morgan Stanley Capital International. Recognized as a world leader in global
financial research, Morgan Stanley monitors more than 4,500 companies in 51
countries, representing 80% of the total market value of the world's stock
markets. The Morgan Stanley Capital International ("MSCI") databases are used as
a benchmark by more than 90% of the investment community. With hundreds of
analysts located across the globe, MSCI provides comprehensive research and
in-depth knowledge about general markets and specific companies around the
world.
Since 1968, MSCI global indices have presented an array of investment
opportunities available to the international investor, including indices such as
the MSCI USA Index and the MSCI EAFESM Index. These indices seek to represent an
accurate normal portfolio. In addition, index valuation ratios and company-level
fundamental data provide tools for the international investor. MSCI believes
that local stock exchange indices are not comparable with one another due to
differences in the representation of the local market, mathematical formulas,
methods of adjusting for capital changes, and base dates. The same criteria and
calculation methodology are applied across all MSCI indices. Further, while
accounting standards continue to differ according to local customs and
practices, fundamental data is analyzed and presented in a uniform and
meaningful manner in MSCI indices--allowing investors to compare investment
opportunities across markets. Each MSCI country index is constructed so as to
minimize double counting, assuring that all industry groups are proportionately
represented, and that each country's contribution to the global or regional
index is accurately based on its market capitalization.
In 1986, Morgan Stanley acquired the indices and data from Capital
International Perspective, S.A. ("CIPSA") based in Geneva, Switzerland. CIPSA
has been researching and publishing international indices since 1969 and
continues to be solely responsible for the decisions regarding constituent
additions and deletions as well as any other methodological modifications to the
indices. Morgan Stanley contributes its expertise in technology and the
marketing and distribution of the MSCI Indices and publications. Selection of
the constituents for MSCI Indices is conducted independent of the Sponsor which
has no input regarding the components of any index.
The MSCI Indices are the exclusive property of Morgan Stanley. Morgan Stanley
Capital International is a service mark of Morgan Stanley and has been licensed
for use by 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
MSCI 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 MSCI 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 MSCI
Indices. Morgan Stanley is not responsible for and has not participated in the
determination of 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 AN INDEX FROM SOURCES WHICH MORGAN STANLEY CONSIDERS
RELIABLE, NEITHER MORGAN STANLEY NOR ANY OTHER PARTY GUARANTEES THE ACCURACY
AND/OR THE COMPLETENESS OF AN INDEX 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 AN INDEX 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 AN INDEX 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 your
Portfolio. 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.
Morgan Stanley Dean Witter & Co., 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 Trustee may (i) appoint a
successor Sponsor at rates of compensation deemed by the Trustee 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 Trustee without terminating the
Trust Agreement.

TRUSTEE INFORMATION
The Trustee 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 duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Portfolios.
In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for each Portfolio. Such
records shall include the name and address of, and the number of Units of each
Portfolio held by, every Unitholder. Such books and records shall be open to
inspection by any Unitholder at all reasonable times during the usual business
hours. The Trustee 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 Trustee is required to keep a certified copy or duplicate
original of the Trust Agreement on file in its office available for inspection
at all reasonable times during the usual business hours by any Unitholder,
together with a current list of the Securities held in each Portfolio.
Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must 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. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. 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
trustee, all the rights, powers, duties and obligations of the original trustee
shall vest in the successor. The resignation or removal of a Trustee becomes
effective only when the successor trustee accepts its appointment as such or
when a court of competent jurisdiction appoints a successor trustee.
Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
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 or by the
Trustee when the value of the Securities owned by a Portfolio, as shown by any
evaluation, is less than $500,000 ($3,000,000 if the value of the Portfolio has
exceeded $15,000,000). A Portfolio will be liquidated by the Trustee 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 Trustee, in its sole discretion, shall determine. At least 30 days
before the Mandatory Termination Date the Trustee will provide written notice of
any termination to all Unitholders of the appropriate Portfolio and will include
with such notice a form to enable Unitholders owning 1,000 or more Units to
request an in kind distribution of the U.S.-traded Securities. To be effective,
this request must be returned to the Trustee at least five business days prior
to the Mandatory Termination Date. On the Mandatory Termination Date (or on the
previous business day if a holiday) the Trustee will deliver each requesting
Unitholder's pro rata number of whole shares of the U.S.-traded Securities in a
Portfolio to the account of the broker-dealer or bank designated by the
Unitholder at Depository Trust Company. A Unitholder electing an in kind
distribution will not receive a distribution of shares of the foreign
exchange-traded Securities but will instead receive cash representing his pro
rata portion of such Securities. The value of the Unitholder's fractional shares
of the Securities will be paid in cash. Unitholders with less than 1,000 Units,
Unitholders in a Portfolio with 1,000 or more Units not requesting an in kind
distribution and Unitholders who do not elect the Rollover Option will receive a
cash distribution from the sale of the remaining Securities within a reasonable
time following the Mandatory Termination Date. Regardless of the distribution
involved, the Trustee 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 Trustee, costs of liquidation
and any amounts required as a reserve to provide for payment of any applicable
taxes or other governmental charges. 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 Trustee will then distribute to
each Unitholder of each Portfolio his pro rata share of the balance of the
Income and Capital Accounts of such Portfolio.
The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Portfolios pursuant to the Rollover Option.
There is, however, no assurance that units of any new series of the Portfolios
will be offered for sale at that time, or if offered, that there will be
sufficient units available for sale to meet the requests of any or all
Unitholders.
Within 60 days of the final distribution Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its 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.