LEVCO SERIES TRUST, 497, 1999-04-23

LEVCO SERIES TRUST
497, 1999-04-23

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Prospectus Dated May 1, 1999

LEVCO EQUITY VALUE FUND
(a series of LEVCO Series Trust)

One Rockefeller Plaza, 19th Floor
New York, New York 10020

The shares being offered by this Prospectus are Class A shares. Shares are sold
only to certain life insurance companies and their separate accounts to fund
benefits under variable annuity contracts and variable life insurance policies
offered by participating insurance companies. The separate accounts invest in
shares in accordance with allocation instructions received by owners of the
annuity contracts and life insurance policies. These allocation rights are
described in the prospectus for the separate account that accompanies this
Prospectus.
____________________

This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. It should be read and
retained for future reference.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved of these securities and has not passed on the adequacy
or accuracy of the information in this prospectus. It is a criminal offense to
state otherwise.
____________________
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TABLE OF CONTENTS
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<TABLE>
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Page
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INVESTMENT OBJECTIVE AND STRATEGY............................................. 3

MAIN RISKS.................................................................... 3

PAST PERFORMANCE.............................................................. 4

FEES AND EXPENSES............................................................. 5

FINANCIAL HIGHLIGHTS.......................................................... 6

ABOUT THE FUND................................................................ 7

MORE ABOUT THE FUND'S INVESTMENTS AND RELATED RISKS........................... 7

MANAGEMENT....................................................................10

FUND EXPENSES.................................................................11

ABOUT YOUR INVESTMENT.........................................................11

DISTRIBUTIONS AND TAXES.......................................................12

SHAREHOLDER COMMUNICATIONS....................................................13

PERFORMANCE INFORMATION.......................................................13

ADDITIONAL INFORMATION........................................................14
</TABLE>

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INVESTMENT OBJECTIVE AND STRATEGY

Goal and Types of Investments - The investment objective of the Fund is to
achieve long-term growth of capital. The Fund pursues this objective by normally
investing at least 85% of its total assets in common stocks and other securities
having equity characteristics. These securities will be in issuers with market
capitalizations of greater than $2 billion. In managing the Fund's investment
portfolio, the investment adviser emphasizes preservation of capital and
attempts to control volatility as measured against the Standard & Poor's
Composite 500 Stock Index, (a widely recognized, unmanaged index of stocks
frequently used as a general measure of performance for large capitalization
U.S. stocks).

In addition to common stocks, the Fund may invest in preferred stocks,
convertible debt and convertible preferred securities, warrants, rights and
other securities having equity characteristics.

The Fund may invest a portion of its assets in bonds and other types of
debt obligations. Most of these debt instruments will be investment grade. The
Fund may also invest in high-quality money market instruments such as short-term
U.S. government securities, certificates of deposit, bankers' acceptances,
commercial paper, short-term corporate obligations and repurchase agreements.

While not obligated to do so, the investment adviser may also use a variety
of hedging strategies to protect against declines in the value of securities the
Fund holds. These strategies may include options on securities, stock index
options, and stock index futures and related options. They involve unique risks,
which are discussed below.

How the Investment Adviser Selects Investments - The investment adviser
follows a value-oriented investment philosophy in selecting stocks for the Fund.
This means that the investment adviser seeks securities that are currently
undervalued in relation to their intrinsic value. Using a fundamental, research-
intensive approach, the investment adviser considers factors such as: security
prices that reflect a market valuation that the investment adviser believes to
be below the estimated present or future value of the company; favorable
earnings growth prospects; expected above average return on equity and dividend
yield; the financial condition of the company; and various other factors.
Although the investment adviser considers payment of current dividends and
income in its investment decisions, they are not primary considerations.

MAIN RISKS

Investments in Equity Securities - Investments in equity securities, such
as stocks, historically have been a leading choice for long-term investors.
However, the values of stocks rise and fall depending on many factors. The stock
or other security of a company may not perform as well as expected, and may
decrease in value, because of factors related to the company (such as poorer
than expected earnings or certain management decisions) or to the industry in
which the company is engaged (such as a reduction in the demand for products or
services in a particular industry). General market and economic factors may
adversely affect securities markets, which could in turn adversely affect the
value of the Fund's investments, regardless of the performance or expected
performance of companies in which the Fund invests. There is also a risk that
the investment adviser's judgment about the attractiveness, value and potential
appreciation of particular securities will be incorrect. The same factors may
also impact the investment adviser's attempts to control volatility.

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Investments in Bonds and Similar Securities - Investments in bonds and
other debt obligations pose different risks. The value of fixed income
securities generally will fall if interest rates rise. The value of a debt
security may also fall as a result of other factors such as the financial
condition of the issuer, the market perception of the issuer or general economic
conditions. These investments involve a risk that the issuer may not be able to
meet its principal and interest payment obligations. The Fund is not restricted
as to the maximum maturities of debt obligations in which it may invest. Those
obligations having longer maturities involve greater risk of fluctuations in
value.

Futures, Options and Warrants - Investments in futures, options and
warrants are speculative and involve substantial risk, even when used for
hedging purposes, including the risk of a complete loss of the value of the
investment. It is possible that any hedging strategies used by the investment
adviser will not be successful.

PAST PERFORMANCE

The two tables below show information about the Fund's annual return based
on the performance of Class A shares. The first table shows the Fund's
performance for 1998. (It does not show performance from the Fund's commencement
of operations on August 4, 1997 through December 31, 1997, when the Fund's total
return was 0.80%). The second table shows how the Fund's performance compares to
that of the S&P 500 Index. These tables allow you to compare the Fund's
performance to the performance of other mutual funds or with the performance of
the U.S. securities markets generally, and give you some indication of the risks
of investing in the Fund. The information shown assumes reinvestment of
dividends and distributions. The returns shown do not reflect fees and charges
imposed by the separate accounts that invest in the Fund's shares. Had those
fees and charge been included, returns would have been lower. As with all mutual
funds, past performance is not a prediction of future results.

<TABLE>
<CAPTION>
Year-to-Year Total Return
as of 12/31 Each Year
------------------------------------

<S> <C>

1998 15.98% Best Quarter: 18.27% (quarter ended 12/31/98)
Worst Quarter: (10.32)% (quarter ended 9/30/98)
</TABLE>

<TABLE>
<CAPTION>
Average Annual Return
as of 12/31 Each Year
------------------------------------
<S> <C> <C>
1 Year Since
12/31/98 Inception*
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Fund........................... 15.98% 11.73%
S&P 500 Index.................. 28.58% 22.01%
</TABLE>

_______________
* From commencement of operations on 8/4/97 through 12/31/98

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FEES AND EXPENSES

This table describes the fees and expenses that you pay if you buy and hold
Class A shares of the Fund.

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Shareholder Fees (fees paid directly from
your investment):
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage
of offering price).................... NONE
Maximum Deferred Sales Charge (Load).... NONE
Maximum Sales Charge (Load) Imposed
on Reinvestment of Dividends.......... NONE
Redemption Fees......................... NONE
Exchange Fees........................... NONE

Annual Fund Operating Expenses (expenses
that are deducted from fund assets) (as a
percentage of average net assets):
Management Fee.......................... 0.85%
Distribution and Service (12b-1) Fees... NONE
Other Expenses.......................... 1.19%
----
Total Annual Fund
Operating Expenses................... 2.04%*
</TABLE>
__________

* The investment adviser voluntarily has undertaken to limit expenses of the
Fund (exclusive of taxes, interest, Rule 12b-1 fees, brokerage commissions
and extraordinary expenses) to 1.10% of its average net assets. Such
arrangements typically take the form of either a reimbursement of expenses
or a fee waiver by the investment adviser. For 1998, the investment adviser
waived its entire management fee and reimbursed the Fund $15,120 under this
arrangement. The investment adviser has reserved the right to discontinue
this arrangement at any time.

Example: This Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The Example is based upon Total Annual Fund Operating Expenses as set forth in
the table above. It assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of those
periods. This Example also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same during those
periods. Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
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<S> <C> <C> <C> <C>
$207 $640 $1,098 $2,369
</TABLE>

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FINANCIAL HIGHLIGHTS

This table describes the Fund's performance for the periods indicated. It
is intended to help you understand the Fund's financial results for a single
Class A share of the Fund. The total returns in the table represent the rate
that an investor would have earned on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Ernst & Young LLP, the Fund's independent auditors. Their report,
along with the Fund's financial statements, are available without charge upon
request.

Year Ended Period Ended
December 31, 1998 December 31, 1997/a/
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<S> <C> <C>

Net asset value at beginning of period $ 10.01 $ 10.00
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Income from investment operations:
Net investment income 0.09 0.07
Net realized and unrealized gains on investments 1.50 0.01
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Total from investment operations 1.59 0.08
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Less distributions:
Dividends from net investment income (0.09) (0.07)
Distributions from net realized gains (0.33) ----
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Total distributions (0.42) (0.07)
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Net asset value at end of period $ 11.18 $ 10.01
======= =======
Total return 15.98% 0.80%/b/
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Net assets at end of period (000's) $16,349 $13,669
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Ratios/Supplemental Data:

Ratio of expenses to average net assets/c/ 1.10% 1.10%/d/

Ratio of net investment income to average net assets 0.89% 1.73%/d/

Portfolio turnover rate .89% 36%/b/
</TABLE>
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/a/ From commencement of operations on August 4, 1997

/b/ Not annualized.

/c/ Absent investment advisory fees waived and expenses reimbursed by the
investment adviser, the ratio of expenses to average net assets would have been
2.04% and 2.47% for the periods ended December 31, 1998 and 1997, respectively.

/d/ Annualized.
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ABOUT THE FUND

The Fund is a series of the LEVCO Series Trust. The shares being offered by
this Prospectus are Class A shares. Shares are sold only to certain life
insurance companies and their separate accounts to fund benefits under variable
annuity contracts and variable life insurance policies offered by participating
insurance companies. The separate accounts invest in shares in accordance with
allocation instructions received from owners of the annuity contracts and life
insurance policies issued by those participating companies. These allocation
rights are described in the prospectus for the separate account that accompanies
this Prospectus.

Participating insurance companies may not be affiliated with each other. In
addition, the participating companies and their separate accounts may be subject
to insurance regulation that varies from state to state and may be subject to
state insurance and federal tax or other regulation that varies between the
variable annuity contracts and the life insurance policies. The Trust does not
currently foresee any disadvantages to the owners of these contracts or policies
arising from these circumstances. In the future, shares of the Fund may also be
sold to qualified pension and retirement plans. It is theoretically possible
that the interests of pension and retirement plans to which the Fund's shares
may be sold or the owners of annuity contracts or life insurance policies
participating in the Fund through the separate accounts may at some time be in
material and irreconcilable conflict. In some cases, one or more separate
accounts or pension plans may redeem all of their investments in the Fund, which
could possibly force the Fund to sell portfolio securities at disadvantageous
prices. The Board of Trustees of the Trust intends to monitor events to identify
any material irreconcilable conflicts that may possibly arise and to determine
what action, if any, should be taken in response to those conflicts.

MORE ABOUT THE FUND'S
INVESTMENTS AND RELATED RISKS

The Fund may use various investment instruments and practices in pursuing
its investment program. Descriptions of these instruments and practices, and the
risks associated with them, are set forth below.

You should consider the Fund as a supplement to an overall investment
program and should invest only if you are willing to undertake the risks
involved. Changes in the value of the Fund's investments will result in changes
in the value of the Fund's shares, and thus the Fund's total return to
shareholders.

Equity Securities - The Fund's investments in equity securities may include
investments in common stocks and preferred stocks of U.S. and foreign issuers.
The Fund may also purchase securities that have equity characteristics, such as
convertible securities, warrants and stock options. The value of equity
securities varies in response to many factors. Factors specific to a company,
such as certain decisions by management, lower demand for its products or
services, or even loss of a key executive, could result in a decrease in the
value of the company's securities. Factors specific to the industry in which a
company participates, such as increased competition or costs of production or
consumer or investor perception, can have a similar effect. The value of a
company's stock can also be adversely effected by changes in financial markets
generally, such as an increase in interest rates or consumer confidence, that
are unrelated to the company itself or its industry.

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A company's preferred stock is subject to additional risks. Preferred
stocks generally pay dividends at specified rates and have a preference over
common stock in the payment of dividends and the liquidation of an issuer's
assets. However, preferred stock is junior to the debt securities of an issuer
in those same respects. Unlike interest payments on debt securities, dividend
payments on preferred stock are generally payable at the discretion of an
issuer's board of directors. The market prices of preferred stocks will
fluctuate based, in part, on changes in interest rates and are more sensitive to
changes in the issuer's creditworthiness than are the prices of debt securities.
Preferred stock may decline in value if dividends are not paid.

The Fund's focus on value stocks carries additional risks. As a group,
value stocks tend to go through cycles of relative underperformance and out-
performance in comparison to common stocks generally. These cycles may last for
several years. The risk factors discussed above and others may cause significant
fluctuations in the prices of securities in which the Fund invests and result in
losses to the Fund.

Fixed Income Securities - The Fund may invest a portion of its assets in
fixed income securities. These include bonds and other debt obligations issued
by U.S. and foreign corporations, the U.S. government or foreign governments or
their agencies, and state and local governments. These securities may pay fixed,
variable or floating rates of interest, and may include zero coupon obligations.
The Fund may invest in both investment grade debt securities and non-investment
grade debt securities (including junk bonds).

All debt securities are subject to certain risks. One risk is whether the
issuer will be able to meet principal or interest payments. Another risk is that
the prices of debt securities will generally decline as interest rates rise. The
prices of debt securities may also decline as a result of market perception of
the creditworthiness of the issuer and general market liquidity.

Non-investment grade securities, especially junk bonds, which are highly
speculative investments, are more sensitive to these risks, particularly credit
risk. Also, the markets for non-investment grade securities may be thinner and
less active than for investment grade securities. For these reasons, the Fund
will not invest more than 10% of the value of its total assets in non-
convertible debt securities that are not investment grade.

Foreign Securities - The Fund is permitted to invest up to 20% of the value
of its total assets in securities of foreign issuers. These investments involve
risks not associated with investments in the U.S., including the risk of
fluctuations in foreign currency exchange rates, unreliable and untimely
information about the issuers and political and economic instability. These
risks are more severe in emerging markets and could result in the investment
adviser misjudging the value of certain securities or in a significant loss in
the value of those securities. The Fund may enter into foreign currency forward
contracts (which are agreements to exchange an amount of currency at an agreed
time and rate) to hedge the risk of fluctuations in exchange rates. This
technique, however, may not be successful.

Illiquid Securities - The Fund may invest up to 10% of the value of its net
assets in illiquid securities. These securities lack a ready market in which
they can be sold. For this reason, illiquid securities involve the risk that the
Fund will not be able to sell them when desired or at a favorable price.

Futures, Options and Warrants - Futures, options, rights and warrants are
forms of derivative instruments. They can have equity-like characteristics and
typically derive their value, at least in part, from the value of an underlying
asset or index. The Fund may purchase and sell rights and warrants for profit
opportunity or for purposes of hedging the portfolio. The Fund may also purchase
and sell stock

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index futures and related options, and may trade in options on particular
securities or baskets of securities, options on securities indices and foreign
currency options. The Fund will write only covered call or covered put options.
The Fund may engage in these futures and options transactions, but only for
purposes of hedging. However, there is no requirement that the Fund hedge its
portfolio or any investment position.

Warrants are instruments that permit, but do not obligate, the holder to
subscribe for other securities. Rights are similar to warrants, but normally
have a short duration and are distributed directly by the issuer to its
shareholders. Warrants and rights are not dividend paying investments and do not
have voting rights like common stock. They also do not represent any rights in
the assets of the issuer. As a result, warrants and rights may be considered
more speculative than direct equity investments. In addition, the value of
warrants and rights do not necessarily change with the value of the underlying
securities and may cease to have value if they are not exercised prior to their
expiration dates.

A securities index futures contract does not require the physical delivery
of the securities underlying the index, but merely provides for profits and
losses resulting from changes in the market value of the contract to be credited
or debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date, a final cash
settlement occurs and the futures position is simply closed out. Changes in the
market value of a particular securities index futures contract reflect changes
in the specified index of the securities on which the futures contract is based.
To hedge the Fund's portfolio, the investment adviser may sell a stock index
futures contract in anticipation of a general market or market sector decline
that might adversely affect prices of the Fund's portfolio securities. If there
is a correlation between the Fund's portfolio and a particular stock index, the
sale of a futures contract on that index could reduce general market risk and
permit the Fund to retain its securities position.

A put option gives the purchaser of the option the right to sell, and
obligates the writer to buy, an underlying asset or index at a stated exercise
price at any time prior to the expiration of the option. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, an
underlying asset or index at a stated exercise price at any time prior to the
expiration of the option.

While generally used to limit risk, the use of derivative instruments like
futures, options, rights and warrants can increase the volatility of the Fund's
portfolio. Particular futures and options positions may create investment
exposures that are greater than the costs of those positions would suggest. This
means that a small investment could have a large potential positive or negative
impact on the Fund's performance. If the Fund invests in these instruments at
inappropriate times or judges market conditions incorrectly, they may lower the
Fund's return or result in substantial losses. Changes in the liquidity of the
secondary markets in which these instruments trade can result in significant,
rapid and unpredictable changes in their prices, which could also cause losses
to the Fund.

Temporary Defensive Investments - During periods of adverse market or
economic conditions, the Fund may temporarily invest all or a substantial
portion of is assets in high quality, fixed income securities, money market
instruments and money market mutual funds, or it may hold cash. The Fund may not
achieve its investment objective in these circumstances. The Fund may also hold
these investments for liquidity purposes.

Year 2000 Issues - Many computer software systems in use today recognize
dates using a two digit year code (for example, 98 for 1998). On January 1,
2000, if these computer systems are not corrected, they may, for example,
incorrectly interpret 00 as the year 1900 rather than the year 2000, leading to
computer errors or shutdowns. This is known as the "Year 2000" problem. Most of
the

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services provided to the Fund depend on the smooth functioning of computer
systems. Any failure to adapt these systems prior to the year 2000 could
interfere with the proper operations of the Fund. In addition, because the Year
2000 problem affects virtually all organizations, companies in which the Fund
invests could be adversely impacted by this issue. Although this Year 2000
problem could have a negative impact on the Fund and its operations, the Fund is
working to avoid the problem and to obtain assurances from its service providers
that they are taking similar steps. However, at this time, the Fund can give no
assurances that these measures will be sufficient to avoid any adverse effect on
the Fund due to the Year 2000 problem.

MANAGEMENT

The Board of Trustees of the Trust is responsible for supervising the
business and affairs of the Fund. The Board of Trustees has delegated
responsibility for management of the Fund's investments to the investment
adviser. Other matters relating to the Fund's day-to-day operations are handled
by the Trust's officers, each of whom is an officer or employee of the
investment adviser.

Investment Adviser - John A. Levin & Co., Inc. serves as the Fund's
investment adviser. Subject to the policies as the Board of Trustees may
determine, the investment adviser makes all investment decisions for the Fund
and places all orders for the purchase and sale of the Fund's investments. The
investment adviser also provides administrative services required by the Trust
and the Fund, except for certain accounting related services furnished by
Countrywide Fund Services, Inc. ("Countrywide"). Administrative services may be
furnished through the investment adviser's affiliates. The investment adviser
furnishes, without expense to the Fund, the services of its personnel to serve
as officers and Trustees of the Trust. The Fund pays the investment adviser
monthly compensation for these services computed at the annual rate of 0.85% of
the Fund's average daily net assets. The investment adviser may pay financial
institutions a portion of this fee that is attributable to the investments of,
or contracts or policies held by, customers of those financial institutions.
During the fiscal year ended December 31, 1998, the investment adviser waived
its entire fee as a result of its undertaking to limit the Fund's annual expense
ratio at 1.10%.

Together with its predecessor, the investment adviser has provided
investment advisory services to clients since 1982. The investment adviser is an
indirect, wholly-owned subsidiary of Baker, Fentress & Company, a closed-end
investment company listed on the New York Stock Exchange (the "NYSE"). Clients
of the investment adviser include U.S. and foreign individuals, trusts, non-
profit organizations, registered investment funds, investment partnerships,
endowments, and pension and profit-sharing funds. The investment adviser
currently manages approximately $7.5 billion in assets for its clients.

The portfolio managers of the Fund, who have managed the Fund since it
commenced operations, are:

John A. Levin: Chairman and Chief Executive Officer of the investment
adviser (and President of its predecessor) since 1982; Director,
President and Chief Executive Officer of Baker Fentress since June,
1996.

Jeffrey A. Kigner: Co-Chairman and Chief Investment Officer of the
investment adviser; securities analyst and portfolio manager of the
investment adviser (and its predecessor) since 1984; Director of Baker
Fentress since June, 1996.

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Transfer Agent and Accounting Services - The Trust has retained Countrywide
Fund Services, Inc., P.O. Box 5354, Cincinnati, Ohio 45201, to serve as the
Fund's transfer agent and dividend paying agent. Countrywide is an indirect,
wholly-owned subsidiary of Countrywide Credit Industries, Inc., a NYSE listed
company principally engaged in the business of residential mortgage lending.

Countrywide also provides the Fund with certain accounting and pricing
services, including valuing the Fund's assets and calculating the net asset
value of the Fund's shares. For providing such accounting and pricing services,
the Fund pays Countrywide a monthly fee of $2,000. This fee will increase when
the Fund's average monthly net assets exceed $50 million.

FUND EXPENSES

The Fund pays all of its expenses other than those expressly assumed by the
investment adviser or the distributor. Expenses of the Fund are deducted from
the Fund's total income before dividends are paid. The Fund's expenses include,
but are not limited to: fees paid to the investment adviser; fees paid to
Countrywide; fees of the Fund's independent auditors and custodian and certain
related expenses; taxes; organization costs; brokerage fees and commissions;
interest; costs incident to meetings of the Board of Trustees of the Trust and
meetings of the Fund's shareholders; costs of printing and mailing prospectuses
and reports to shareholders and the filing of reports with regulatory bodies;
legal fees and disbursements; fees payable to federal and state regulatory
authorities; fees and expenses of Trustees who are not affiliated with the
investment adviser or the distributor; and any extraordinary expenses. The
investment adviser has voluntarily undertaken to limit expenses of the Fund
(exclusive of taxes, interest, Rule 12b-1 fees, brokerage commissions, and
extraordinary expenses) to 1.10% of its average net assets. The investment
adviser reserves the right to discontinue this policy at any time.

ABOUT YOUR INVESTMENT

Purchase of Shares - The distributor, LEVCO Securities, Inc., offers the
Fund's shares to separate accounts at net asset value per share on each day on
which the NYSE is open for business, without any sales charge. Net asset value
per share is calculated once daily at 4:15 p.m., New York time, Monday through
Friday, each day the NYSE is open. It is computed by subtracting the Fund's
liabilities (including accrued expenses and dividends payable) from the value of
the Fund's investments and other assets and dividing the result by the total
number of shares of the Fund outstanding. The determination of net asset value
is made separately for each class of shares of the Fund. Because the Fund may
hold shares that are listed on foreign exchanges that trade on weekends or other
days when the Fund does not calculate its net asset value, the Fund's net asset
value may change on days when separate accounts will not be able to purchase or
redeem Fund shares.

The Fund effects orders to purchase or redeem shares from participating
insurance companies that are based on premium payments, surrender and transfer
requests and other transaction requests from the owners of variable annuity
contracts and variable insurance policies offered by those insurance companies,
or from their annuitants and beneficiaries, at the net asset value per share
next computed after the separate account receives the transaction request. Any
orders to purchase or redeem shares that are not based on actions by contract
owners or policy owners, annuitants and beneficiaries will be effected at the
net asset value per share next computed after the order is received by the
distributor. The Fund reserves the right to suspend the sale of shares in
response to conditions in the securities markets or for other reasons.

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Individuals may not place orders to purchase shares directly. Please refer
to the prospectus for the separate account of the participating insurance
company for more information on purchasing Fund shares.

Redemption of Shares - A separate account may redeem all or any portion of
the shares that it holds at any time at the next computed net asset value per
share, as described above. Shares that are redeemed are entitled to any
dividends that have been declared as payable to record owners up to and
including the day the redemption is effected. There is no redemption charge.
Payment of the redemption price will normally be made within seven days after
receipt of such tender for redemption.

The right of redemption may be suspended and the date of payment of the
redemption price may be postponed for any period during which the NYSE is closed
(other than customary weekend and holiday closings) or during which the SEC
determines that trading thereon is restricted, or for any period during which an
emergency (as determined by the SEC) exists as a result of which disposal by the
Fund of securities is not reasonably practicable or as a result of which it is
not reasonably practicable for the Fund fairly to determine the value of its net
assets, or for such other periods as the SEC may by order permit for the
protection of shareholders.

DISTRIBUTIONS AND TAXES

Distributions - The Fund declares and distributes dividends from net
investment income quarterly and will distribute its net capital gains, if any,
at least annually. Payment of all dividends and capital gains distributions will
be made in shares of the Fund.

Tax Matters - Applicable provisions of the Internal Revenue Code require
that investments of a segregated asset account of an insurance company, such as
the separate accounts of participating insurance companies that own shares of
the Fund, must be "adequately diversified" for holders of variable annuity
contracts or variable life insurance policies investing in the account to
receive the tax-deferred or tax-free treatment generally afforded them. The Fund
plans to satisfy the requirements of those provisions at all times.

Fund dividends and distributions will be taxable, if at all, to the
separate accounts that hold Fund shares, and not to the owners of variable
annuity contracts or variable life insurance policies offered by participating
insurance companies. A separate account will include dividends and distributions
in its taxable income in the year in which they are received. The tax status of
any dividend or distribution is the same regardless of how long the separate
account has been an investor in the Fund and whether or not dividends and
distributions are reinvested or taken in cash. In general, dividends paid from
the Fund's net investment income (which would include short-term capital gains)
are taxable as ordinary income. Distributions by the Fund of net long-term
capital gain over net short-term capital loss will be treated as long-term
capital gain. Redemptions of Fund shares generally will result in recognition of
capital gain or loss for federal income tax purposes.

The tax status of dividends and distributions for each calendar year will
be detailed in the annual tax statements from the Fund.

of the separate accounts that own Fund shares and of owning the annuity
contracts or life insurance policies, and should consult their own tax advisors
concerning the Federal and state tax consequences of these investments.

SHAREHOLDER COMMUNICATIONS

It is expected that owners of variable annuity contracts or variable life
insurance policies offered by participating insurance companies who have given
instructions for separate accounts to invest in the Fund's shares will receive
reports from the participating insurance companies that include, among other
things, the Fund's unaudited semi-annual financial statements and year-end
financial statements audited by the Trust's independent auditors. The reports
will show the investments owned by the Fund and provide other information about
the Fund and its operations. The Fund may pay a portion of the cost of preparing
certain of those reports. Owners of variable annuity contracts or variable life
insurance policies may obtain information about the performance of the Fund on
any business day by calling toll-free 1-888-300-9887 between 8:15 a.m. and 6:00
p.m., New York time.

PERFORMANCE INFORMATION

From time to time, the Fund may advertise or report certain information
about its investment performance. The Fund may present standardized and
nonstandardized total return in advertisements or other material. Standardized
total return is calculated in accordance with a formula prescribed by the SEC.
Under this method, total return is calculated by determining the difference
between the net asset value of all shares held at the end of the period for
which a quotation is being given and the net asset value per share for each
Share held at the beginning of the period (assuming reinvestment of dividends
and other distributions), and then dividing that difference by the per Share net
asset value at the beginning of the period. (The calculations implicitly reflect
the compounding of dividends and other distributions by assuming reinvestment.)
The average annual compounded rate of return is the yearly rate of return that,
when applied evenly to each annual period and compounded, would produce the
total return for the period quoted. Nonstandardized total return differs from
standardized total return in that it may be related to a nonstandard period or
presented as an aggregate rate of return, rather than as an annual average.
Quotations of total return do not reflect charges imposed at the separate
account level.

The performance of the Fund may be compared to the performance of other
mutual funds with similar investment objectives and to other relevant indices or
to rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example,
performance information may be compared with data published by Lipper Analytical
Services, Inc. or to unmanaged indices of stock market performance. The
performance information may also include evaluations of the Fund published by
nationally recognized ranking services and by various national or local
financial publications, such as Business Week, Forbes, Fortune, Institutional
Investor, Money, The Wall Street Journal, Barron's, Changing Times, Morningstar,
Mutual Fund Values, U.S.A. Today, The New York Times, or other industry or
financial publications.

Quotations of performance are historical, and should not be considered as
indicative of future results.

-13-
<PAGE>

ADDITIONAL INFORMATION

Description of Shares - Shares being offered pursuant to this Prospectus
are Class A shares of the Fund. Class B shares of the Fund are offered pursuant
to a separate prospectus. The Class A and Class B shares each represent
interests in the Fund, but differ in that the Class B shares, unlike Class A
shares, bear certain expenses associated with the different investor services
and distribution arrangement that has been implemented for that class.

Custodian - UMB Bank, N.A., P.O. Box 419226, Kansas City, Missouri 64141-
6226, serves as custodian of the assets of the Fund. The custodian maintains
custody of all securities and other assets of the Fund, and is authorized to
hold the Fund's investments in securities depositories and to use sub-custodians
which have been approved by the Trust.

Distributor - LEVCO Securities, Inc., One Rockefeller Plaza, New York, New
York 10020, serves as the distributor of the Fund's shares. The distributor is a
wholly-owned subsidiary of the investment adviser.

Independent Auditors - Ernst & Young LLP, 1300 Chiquita Center, 250 East
Fifth Street, Cincinnati, Ohio 45202, serves as the independent auditors of the
Fund. Financial Statements of the Fund appearing in the Fund's annual report
were audited by Ernst & Young LLP.

Counsel - Schulte Roth & Zabel LLP, 900 Third Avenue, New York, New York
10022, serves as counsel to the Fund, and also serves as counsel to the
investment adviser and its affiliates on certain matters.

-14-
<PAGE>

- --------------------------------------------------------------------------------
LEVCO EQUITY VALUE FUND
- --------------------------------------------------------------------------------

Investment Adviser

John A. Levin & Co., Inc.
One Rockefeller Plaza
New York, New York 10020

Distributor

LEVCO Securities, Inc.
One Rockefeller Plaza
New York, New York 10020

Custodian

UMB Bank, N.A.
P.O. Box 419226
Kansas City, Missouri 64141-6226

Transfer Agent

Countrywide Fund Services, Inc.
312 Walnut Street
Cincinnati, Ohio 45202

Independent Auditors

Ernst & Young LLP
1300 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202

Legal Counsel

Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022

- --------------------------------------------------------------------------------
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations, other than those contained
in this prospectus or in approved sales literature in connection with the offer
contained herein, and if given or made, such other information or
representations must not be relied upon as having been authorized by the trust
or the distributor. This prospectus does not constitute an offer by the trust or
by the distributor to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction or to any person to whom it is
unlawful to make such offer.
- --------------------------------------------------------------------------------
<PAGE>

FOR MORE INFORMATION

For more information about the Fund, the following documents are available
free upon request:

Annual/Semi-Annual Reports - Additional information is available in the
Fund's annual and semi-annual reports to shareholders. The annual report
contains a discussion of the market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year.

Statement of Additional Information (SAI) - The SAI provides more details
about the Fund and its policies. A current SAI is on file with the SEC and is
incorporated by reference into (and is legally a part of) this Prospectus.

TO OBTAIN INFORMATION

To obtain free copies of the annual or semi-annual report or the SAI or
discuss questions about the Fund:

By Telephone - Call 1-800-300-9887

By Mail - Write to: LEVCO Securities, Inc., One Rockefeller Plaza, 25th
Floor, New York, New York 10020

Free text only versions of the annual report, semi-annual report and the
SAI are available on the SEC's Internet website, http://www.sec.gov. You can
also obtain copies by visiting the SEC's Public Reference Room in Washington,
D.C. or by sending your request and a duplicating fee to the SEC's Public
Reference Section, Washington, D.C. 20549-6009.

Investment Company Act File Number 811-08007

<PAGE>

- --------------------------------------------------------------------------------
-----------------------------------------------------------------------------
Prospectus Dated May 1, 1999

LEVCO EQUITY VALUE FUND
(a series of LEVCO Series Trust)

One Rockefeller Plaza, 19th Floor
New York, New York 10020
- --------------------------------------------------------------------------------

The shares being offered by this Prospectus are Class B shares. Shares are sold
only to certain life insurance companies and their separate accounts to fund
benefits under variable annuity contracts and variable life insurance policies
offered by participating insurance companies. The separate accounts invest in
shares in accordance with allocation instructions received by owners of the
annuity contracts and life insurance policies. These allocation rights are
described in the prospectus for the separate account that accompanies this
Prospectus.
____________________

This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. It should be read and
retained for future reference.

____________________
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