COVA SERIES TRUST
497, 1997-03-04
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                              COVA SERIES TRUST

                      SUPPLEMENT DATED NOVEMBER 1, 1996
                     TO THE PROSPECTUS DATED MAY 1, 1996,
                           AS AMENDED JUNE 28, 1996


COMPLETION OF ACQUISITION

On October 31, 1996, VK/AC Holding, Inc. became a wholly owned indirect
subsidiary of Morgan Stanley Group Inc. pursuant to the closing of an
Agreement  and  Plan  of Merger among Morgan Stanley Group Inc., MSAM Holdings
II,  Inc.  and MSAM Acquisition Inc., whereby MSAM Acquisition Inc. was merged
with  and  into  VK/AC Holding, Inc. and VK/AC Holding, Inc. was the surviving
corporation (the "Acquisition").  As a result of the Acquisition, VK/AC
Holding, Inc. became a wholly owned subsidiary of MSAM Holdings II, Inc.
which,  in  turn,  is  a wholly owned subsidiary of Morgan Stanley Group Inc. 
VK/AC Holding, Inc. is the indirect parent of Van Kampen American Capital
Investment Advisory Corp., the Sub-Adviser for the Quality Income, High Yield,
Stock Index, Money Market and Growth and Income Portfolios of Cova Series
Trust.

Morgan Stanley Group Inc. and various of its directly or indirectly owned
subsidiaries,  including  Morgan  Stanley Asset Management Inc., an investment
adviser ("MSAM"), Morgan Stanley & Co. Incorporated, a registered
broker-dealer  and  investment  adviser, and Morgan Stanley International, are
engaged  in  a  wide  range of financial services.  Their principal businesses
include securities underwriting, distribution and trading; merger,
acquisition,  restructuring  and  other corporate finance advisory activities;
merchant  banking;  stock  brokerage  and research services; asset management;
trading of futures, options, foreign exchange commodities and swaps (involving
foreign exchange, commodities, indices and interest rates); real estate
advice, financing and investing; and global custody, securities clearance
services  and  securities  lending.   As of September 30, 1996, MSAM, together
with  its  affiliated  investment advisory companies, had approximately $103.5
billion of assets under management and fiduciary advice.

Prior  to  October  31, 1996, VK/AC Holding, Inc. was indirectly controlled by
The  Clayton  & Dubilier Associates IV Limited Partnership.  References in the
attached Prospectus to The Clayton & Dubilier Associates IV Limited
Partnership and its general partners are hereby deleted.

DATE OF STATEMENT OF ADDITIONAL INFORMATION

The following sentence is inserted in place of the first sentence of the third
paragraph on page 1 of the Prospectus:

     "A Statement of Additional Information, dated October 18, 1996,
containing  information about the Trust has been filed with the Securities and
Exchange Commission and is hereby incorporated by reference into this
Prospectus."

FINANCIAL HIGHLIGHTS

This  Supplement  contains  financial  highlights thereto for the period ended
June  30,  1996,  with  respect to the Quality Bond Portfolio, Small Cap Stock
Portfolio,  Large  Cap Stock Portfolio, Select Equity Portfolio, International
Equity  Portfolio  and Bond Debenture Portfolio of the Trust.  With the filing
of this Supplement, the date of the Prospectus is changed to October 18, 1996.


                              COVA SERIES TRUST
                            QUALITY BOND PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*


<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 

      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.126 
         Net realized and unrealized loss on investments               (0.130)
      Total from investment operations                                 (0.004)
      ----------------------------------------------------    --------------- 

      DISTRIBUTIONS:
         Dividends from net investment income                          (0.124)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.124)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $          9.872 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                           (0.06%)
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $          5,502 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.65%** 
         Net investment income                                        5.70%** 

PORTFOLIO TURNOVER RATE:                                                67.58%
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:

    Ratio of Expenses to Average Net Assets:                     1.39%**
    Ratio of Net Investment Income to Average Net Assets:        4.96%**
</TABLE>




                              COVA SERIES TRUST
                          SMALL CAP STOCK PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*
<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 
      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.026 
         Net realized and unrealized gain on investments                0.460 
      Total from investment operations                                  0.486 
      ----------------------------------------------------    --------------- 
      DISTRIBUTIONS:
         Dividends from net investment income                          (0.026)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.026)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $         10.460 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                             4.86%
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $          5,754 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.95%** 
         Net investment income                                        1.00%** 

PORTFOLIO TURNOVER RATE:                                                31.50%
- ----------------------------------------------------------    --------------- 
AVERAGE COMMISSION RATE PAID (2):                            $         0.0336 
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:

    Ratio of Expenses to Average Net Assets:                      1.82%**
    Ratio of Net Investment Income to Average Net Assets:         0.13%**

(2) Average commission rate paid is computed by dividing the total dollar
    amount of commissions paid during the period by the total number of shares
    purchased and sold during the period for which commissions were charged.
</TABLE>



                              COVA SERIES TRUST
                          LARGE CAP STOCK PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*
<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 
      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.047 
         Net realized and unrealized gain on investments                0.190 
      Total from investment operations                                  0.237 
      ----------------------------------------------------    --------------- 
      DISTRIBUTIONS:
         Dividends from net investment income                          (0.046)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.046)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $         10.191 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                             2.36%
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $         15,504 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.75%** 
         Net investment income                                        1.94%** 

PORTFOLIO TURNOVER RATE:                                                11.23%
- ----------------------------------------------------------    --------------- 
AVERAGE COMMISSION RATE PAID (2):                            $         0.0306 
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:
   Ratio of Expenses to Average Net Assets:                     1.34%**
    Ratio of Net Investment Income to Average Net Assets:        1.35%**

(2) Average commission rate paid is computed by dividing the total dollar
    amount of commissions paid during the period by the total number of shares
    purchased and sold during the period for which commissions were charged.
</TABLE>



                              COVA SERIES TRUST
                           SELECT EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*
<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 
      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.042 
         Net realized and unrealized loss on investments               (0.110)
      Total from investment operations                                 (0.068)
      ----------------------------------------------------    --------------- 
      DISTRIBUTIONS:
         Dividends from net investment income                          (0.042)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.042)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $          9.890 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                           (0.68%)
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $          5,624 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.85%** 
         Net investment income                                        1.74%** 

PORTFOLIO TURNOVER RATE:                                                65.22%
- ----------------------------------------------------------    --------------- 
AVERAGE COMMISSION RATE PAID (2):                            $         0.0375 
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:

    Ratio of Expenses to Average Net Assets:                     1.59%**
    Ratio of Net Investment Income to Average Net Assets:        1.00%**

(2) Average commission rate paid is computed by dividing the total dollar
    amount of commissions paid during the period by the total number of shares
    purchased and sold during the period for which commissions were charged.
</TABLE>



                              COVA SERIES TRUST
                        INTERNATIONAL EQUITY PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*
<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 
      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.089 
         Net realized and unrealized gain on investments                0.300 
      Total from investment operations                                  0.389 
      ----------------------------------------------------    --------------- 
      DISTRIBUTIONS:
         Dividends from net investment income                          (0.055)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.055)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $         10.334 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                             3.85%
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $          7,252 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.95%** 
         Net investment income                                        4.40%** 

PORTFOLIO TURNOVER RATE:                                                33.07%
- ----------------------------------------------------------    --------------- 
AVERAGE COMMISSION RATE PAID (2):                            $         0.0063 
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:

    Ratio of Expenses to Average Net Assets:                     2.66%**
    Ratio of Net Investment Income to Average Net Assets:        2.69%**

(2) Average commission rate paid is computed by dividing the total dollar
    amount of commissions paid during the period by the total number of shares
    purchased and sold during the period for which commissions were charged.
</TABLE>



                              COVA SERIES TRUST
                           BOND DEBENTURE PORTFOLIO

FINANCIAL HIGHLIGHTS

For the Period Ended June 30, 1996 (UNAUDITED)*
<TABLE>

<CAPTION>



<S>                                                          <C>

      PER SHARE OPERATING PERFORMANCE:

NET ASSET VALUE, BEGINNING OF PERIOD                         $         10.000 
- ----------------------------------------------------------    --------------- 

      INCOME FROM INVESTMENT OPERATIONS
         Net investment income                                          0.085 
         Net realized and unrealized gain on investments                0.220 
      Total from investment operations                                  0.305 
      ----------------------------------------------------    --------------- 

      DISTRIBUTIONS:
         Dividends from net investment income                          (0.083)
         Distributions from net realized gain                           0.000 
      Total distributions                                              (0.083)
      ----------------------------------------------------    --------------- 

NET ASSET VALUE, END OF PERIOD                               $         10.222 
- ----------------------------------------------------------    --------------- 

TOTAL RETURN                                                             3.03%
- ----------------------------------------------------------    --------------- 

RATIOS/SUPPLEMENTAL DATA:
- ----------------------------------------------------------    --------------- 
      Net Assets, end of period (000)                        $          1,934 

   RATIOS TO AVERAGE NET ASSETS (1)
- ----------------------------------------------------------    --------------- 
         Expenses                                                     0.85%** 
         Net investment income                                        7.50%** 

PORTFOLIO TURNOVER RATE:                                                67.49%
- ----------------------------------------------------------    --------------- 
<FN>


*     Fund commenced investment operations on April 2, 1996
**    Annualized

(1) If certain expenses had not been assumed by Cova Life and/or the Adviser,
    total return would have been lower and the ratios would have been as
    follows:

    Ratio of Expenses to Average Net Assets:                     2.75%**
    Ratio of Net Investment Income to Average Net Assets:        5.60%**
</TABLE>




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