COVA SERIES TRUST
497, 2000-10-13
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COVA SERIES TRUST
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644




The Large Cap Stock Portfolio of Cova Series Trust ("Trust") is offered herein.

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities nor has it determined  that this  Prospectus is accurate or complete.
It is a criminal offense to state otherwise.

The date of this Prospectus is May 1, 2000.



TABLE OF CONTENTS                                         Page



  SUMMARY                                                    3

  DESCRIPTION OF THE PORTFOLIO                               4

  MANAGEMENT OF THE TRUST                                    6

  PORTFOLIO SHARES                                           8

  FINANCIAL HIGHLIGHTS                                      14

  PERFORMANCE OF THE PORTFOLIO                              15

  COMPARABLE PERFORMANCE                                    15



SUMMARY


The Trust and the Portfolio

The Large Cap Stock  Portfolio  described  in this  document is a series of Cova
Series Trust ("Trust"),  an open-end management  investment company.  Investment
companies (or "mutual funds") pool the money of a number of different  investors
and buy many  different  securities.  Pooling allows the investors to spread the
risk of loss of their  investments  over more securities than they could if they
invested their money alone.

Although the Trust is a mutual fund,  it is not offered or sold  directly to the
public. You may only invest in the Portfolio through a variable annuity contract
or variable life insurance  policy  (collectively,  the  "Contract"),  which you
purchase  from an insurance  company.  The insurance  company  becomes the legal
shareholder  in the  Portfolio.  You  (the  holder  of the  Contract)  are not a
shareholder in the Trust, but have a beneficial  interest in it. Although you do
not have the same rights as if you were a direct shareholder, you are given many
similar  rights,  such as  voting  rights,  under  rules of the  Securities  and
Exchange Commission that apply to registered investment companies.

Within  limitations  described in the Contract,  owners may allocate the amounts
under the Contracts for ultimate investment in the Portfolio. See the prospectus
which accompanies this Prospectus for a description of:

o    the Contract

o    the relationship  between  increases or decreases in the net asset value of
     Trust shares (and any dividends and  distributions  on such shares) and the
     benefits provided under that Contract.

The  Contracts may be sold by banks.  An  investment in the Portfolio  through a
Contract  is not a deposit  of a bank and is not  insured or  guaranteed  by the
Federal Deposit Insurance Corporation or any other government agency.

The Sub-Adviser for the Portfolio is J.P. Morgan Investment Management Inc.


RISK/RETURN SUMMARY
PRINCIPAL INVESTMENT STRATEGIES
AND RISKS OF THE PORTFOLIO


  Large Cap Stock Portfolio.
  Investment Objective

o    The Large Cap Stock Portfolio seeks to provide  long-term growth of capital
     and income.

  Principal Investment Strategies

o    The Portfolio will be an actively managed portfolio of medium- to large-cap
     equity securities that seeks to outperform the total return of the Standard
     & Poor's 500  Composite  Stock  Price Index ("S&P  500"),  consistent  with
     reasonable investment risk.

o    The Portfolio invests primarily in dividend-paying  common stock but it may
     also invest in other equity securities.

o    As a  guideline,  the  Sub-Adviser  seeks to achieve  gross  income for the
     Portfolio  equal to at least 75% of the  dividend  income  generated on the
     stocks included in the S&P 500.

o    The  Portfolio  will  be  highly   diversified   and  will  typically  hold
     approximately 300 stocks. The Sub-Adviser may emphasize  securities that it
     believes to be undervalued.

  Principal Risks

  The principal risks of investing in the Portfolio are:

   o   There is no assurance that the Sub-Adviser will find securities that meet
       the goals of the Portfolio or that the companies the Sub-Adviser  selects
       will reach their potential value.  The value of the securities  purchased
       by the Portfolio may decline as a result of economic, political or market
       conditions  or an  issuer's  financial  circumstances.  The value of your
       investment in a Portfolio at any given time may be less than the purchase
       payments  you (the  owner of the  Contract)  originally  invested  in the
       Portfolio.

   o   Larger more established companies may be unable to respond quickly to new
       competitive challenges such as changes in technology and consumer tastes.
       Many larger companies also may not be able to attain the high growth rate
       of successful  smaller  companies,  especially during extended periods of
       economic expansion.

   o   The  portfolio   manager's   judgment  that  a  particular   security  is
       undervalued in relation to the company's  fundamental economic values may
       prove incorrect.  Stocks of undervalued companies may never achieve their
       potential value.


Bar Chart and Table

The following  table and chart is provided to illustrate the  variability of the
investment returns that the Portfolio has earned in the past.

o    Average annual total return measures the Portfolio's performance over time,
     and compares those returns to a representative  index. Periods of 1, 5, and
     10 years (or, since inception as applicable) are presented.

o    The graphs of year-by-year  returns examine  volatility by illustrating the
     Portfolio's historic highs and lows.

o    Return  calculations do not reflect insurance product fees or other charges
     and,  if  included,   these  charges  would  reduce  the  Portfolio's  past
     performance.  Also, past performance does not necessarily  indicate how the
     Portfolio will perform in the future.


Large Cap Stock Portfolio.

(The following will be depicted as a bar chart in the printed material.)

               1997   33.25%
               1998   32.31%
               1999   17.64%

Best Quarter: 4th qtr `98    22.93%
Worst Quarter: 3rd qtr `98  -9.85%

<TABLE>
<CAPTION>

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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>
Portfolio average                  17.64%          26.52%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500
Stock Index                        21.04%          23.93%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The S&P 500 Index is an unmanaged  index  consisting of the stocks of 500 of the
largest U.S.-based companies. The Index does not include fees or expenses and is
not available for direct investment.



DESCRIPTION OF THE PORTFOLIO

The  Portfolio has its own  investment  objective  which may be changed  without
shareholder   approval.   Since  investment  in  the  Portfolio   involves  both
opportunities  for gain and risks of loss, we cannot give you assurance that the
Portfolio will achieve its objective.  You should carefully review the objective
and  investment  practices of the  Portfolio and consider your ability to assume
the risks involved before allocating payments to the Portfolio.

While certain of the investment  techniques,  instruments  and risks  associated
with the Portfolio are referred to in the  discussion  that follows,  additional
information on these subjects appears under "Description of Certain Investments,
Techniques  and Risks".  However,  those  discussions  do not list every type of
investment,  technique, or risk to which the Portfolio may be exposed.  Further,
the Portfolio may change its  investment  practices at any time without  notice,
except for any policies  that this  Prospectus  or the  Statement of  Additional
Information  ("SAI")  specifically  identify as requiring a shareholder  vote to
change. Unless otherwise indicated,  all percentage limitations,  as well as the
characterization of a company's capitalization,  are evaluated as of the date of
purchase of the security.

The Portfolio may invest in money market  instruments  as a temporary  defensive
measure during,  or in anticipation  of, adverse market  conditions.  This could
help the Portfolio avoid losses but may mean lost opportunities.

The investment objective, principal investment strategies and principal risks of
the  Portfolio  have been  described  under the sections  captioned  "Investment
Objective" and "Principal  Investment  Strategies and Risks of the Portfolio" in
the "Risk/Return  Summary." The discussion  below provides  further  information
concerning the principal investment strategies and risks of the Portfolio.


Principal Investment Strategies

Large Cap Stock Portfolio.

Ordinarily,   the  Portfolio  pursues  its  investment  objective  by  investing
primarily in  dividend-paying  common  stock.  The  Portfolio may also invest in
other equity securities, consisting of, among other things,

o    non-dividend-paying common stock,

o    preferred stock,

o    securities  convertible  into common stock,  such as convertible  preferred
     stock and convertible bonds, and

o    warrants.

The  Portfolio  may also invest in American  Depository  Receipts  (ADRs) and in
various foreign securities if U.S. exchange-listed.

The  Portfolio  is not subject to any limit on the size of companies in which it
may invest, but intends, under normal circumstances, to be fully invested to the
extent practicable in the stock of large- and medium-sized  companies  typically
represented  by the S&P 500.  In  managing  the  Portfolio,  the  potential  for
appreciation and dividend growth is given more weight than current dividends.

The  Portfolio  does not  seek to  achieve  its  objective  with any  individual
portfolio  security,  but rather it aims to manage the  portfolio  as a whole in
such a way as to achieve its objective. The Portfolio attempts to reduce risk by
investing  in  many  different  economic  sectors,   industries  and  companies.
Portfolio  sector  weightings  will  generally  equal  those of the S&P 500.  In
selecting securities,  the Sub-Adviser may emphasize securities that it believes
to be  undervalued.  Securities of a company may be undervalued for a variety of
reasons such as

o    an  overreaction  by  investors  to  unfavorable  news about a company,  an
     industry, or the stock markets in general

o    as a result of a market  decline,  poor  economic  conditions  or  tax-loss
     selling, or

o    actual or anticipated unfavorable developments affecting a company.

The Sub-Adviser uses a dividend discount model to rank companies within economic
sectors according to their relative value and then separates them into quintiles
by sector.  The  Portfolio  will  normally be  comprised,  based on the dividend
discount model, of stocks in the first three quintiles.


Principal Risks

o    Market Risks.  All securities have market risk. The Sub-Adviser  invests in
     different  types  of  securities  and  investment  techniques  all of which
     involve  varying amounts of risk. The value of bonds and other fixed income
     securities  will go up and down in response  to changes in  interest  rates
     charged  by the  Federal  Reserve  and the  lending  banks.  Stocks  may be
     affected by the overall economy,  both within and without the United States
     and by changes in demand for certain  products  or in certain  parts of the
     market.

o    Investment  in Stocks.  Stocks tend to go up and down in value more than do
     bonds or other debt obligations (fixed income securities), making them more
     volatile. Volatile securities have a greater potential return than do fixed
     income  securities,  but have  more  risk of loss.  Although,  in the past,
     stocks that have been held for a long period of time have  provided  higher
     returns than less volatile securities, there is no assurance that they will
     do so in the future.

o    Investment  in Bonds.  The value of bonds and other debt  obligations(fixed
     income  securities)  will change when interest  rates  change.  If interest
     rates go down,  the market value of bonds held by the Portfolio  increases;
     however if  interest  rates go up,  the  market  value of bonds held by the
     Portfolio goes down.

o    Purchasing for Value. If the Sub-Adviser purchases stocks of companies that
     other  investors have not recognized as having value,  there is a risk that
     those stocks will never be recognized by other  investors and therefore may
     not achieve their potential value.

o    Derivatives.  Derivatives  can be volatile  investments and involve certain
     risks.  The  Portfolio  may be  unable to limit  its  losses  by  closing a
     position due to lack of a liquid market or similar factors. Losses may also
     occur if there is not a perfect correlation between the value of futures or
     forward  contracts  and the  related  securities.  The use of  futures  may
     involve a high degree of leverage because of low margin requirements.  As a
     result,  small price movements in futures contracts may result in immediate
     and potentially  unlimited  gains or losses to the Portfolio.  Leverage may
     exaggerate  losses  of  principal.   The  amount  of  gains  or  losses  on
     investments in futures contracts  depends on the  Sub-Adviser's  ability to
     predict  correctly the direction of stock prices,  interest rates and other
     economic factors.

o    Foreign Securities. Investments in non-U.S. securities are subject to risks
     in  addition  to the normal  risks of  investments.  The value of  non-U.S.
     securities  will  change  as the  exchange  rates for the  currency  in the
     countries  where the companies are located  change.  Some  countries do not
     have the same kinds of laws that protect the purchasers of  securities,  as
     do  countries  with more  established  markets  such as the United  States.
     Therefore,  there is more risk in purchasing securities issued by companies
     located in those  countries.  In  addition,  there may be less  information
     available  about  non-U.S.  issuers,  delays in  settling  sales of foreign
     securities  and  governmental  restrictions  or controls that can adversely
     affect the value of securities of foreign companies.  Securities of foreign
     companies may not be as easy to sell as securities of U.S.  companies.  The
     Portfolio may incur additional costs in handling foreign  securities,  such
     as increased sales costs and custody costs.

o    Borrowing.  The  Portfolio  may borrow  money for  temporary  or  emergency
     purposes.  The Portfolio may engage in borrowing by investing in repurchase
     agreements  or  similar  securities.  The  Portfolio  may  borrow  money or
     securities  to increase  the return on the  Portfolio.  Borrowing  money or
     securities increases the assets that the Portfolio has available to invest.
     If the  investments  are  profitable,  the  return  for  the  Portfolio  is
     enhanced.   However,   if  the  investments  lose  value,  the  losses  are
     exaggerated.

o    Lending  Securities.  Lending  securities  means that the  Portfolio  lends
     securities  that  the  Portfolio  owns  to a  third  party  for a fee.  The
     Portfolio  holds other assets of the borrower as  collateral  to insure the
     repayment of the securities loaned. Lending Portfolio securities may result
     in losses to the  Portfolio if the borrower  does not repay the  securities
     loaned and the  Portfolio  is unable to sell the  collateral  for an amount
     equal to the value of the loaned securities.

o    Illiquid and  Restricted  Securities.  The Portfolio may invest in illiquid
     securities  which are securities  which the Portfolio cannot easily sell or
     which it cannot sell quickly  (within seven days) without  taking a reduced
     price for them.  The Portfolio may invest in securities  that the Portfolio
     cannot sell unless it meets certain restrictions  (restricted  securities).
     The restrictions  usually relate to the initial sale of the security,  such
     as securities purchased in a private transaction or securities sold only to
     qualified  purchasers.  It may  take  the  Sub-Adviser  more  time  to sell
     illiquid  or  restricted  securities  than it would take them to sell other
     securities.  The  Portfolio  might be  forced to sell the  securities  at a
     discount or be unable to sell securities at all that are losing value.

o    Cash  Investments.  In addition to the investments  described above for the
     Portfolio,  the Sub-Adviser may keep a portion of the Portfolio's assets in
     cash or in  investments  that are as liquid  as cash  such as money  market
     mutual funds.  The Sub-Adviser  keeps the cash available to meet unexpected
     expenditures  such as  redemptions.  Investments  in cash or similar liquid
     securities (cash equivalents)  generally do not provide as high a return as
     would assets invested in other types of securities.

o    Defensive  Positions.  The  Sub-Adviser  has  described  its  strategy  for
     investing the assets of the Portfolio under normal market conditions. Under
     extraordinary  market,  economic,   political  or  other  conditions,   the
     Sub-Adviser  may not follow its normal  strategies,  but  instead  may take
     certain temporary,  defensive actions. These actions may include moving all
     assets to cash or cash equivalent investments or taking extraordinary steps
     to limit losses in response to adverse  conditions.  Defensive  actions may
     prevent the Portfolio from achieving its investment goal.

o    Portfolio  Turnover  Rates.  The rate of  portfolio  turnover is the annual
     amount,  expressed as a percentage,  of the Portfolio's  securities that it
     replaces in one year.  The  portfolio  turnover rate will not be a limiting
     factor when it is deemed appropriate to purchase or sell securities for the
     Portfolio.  The  Sub-Adviser  may buy and sell securities for the Portfolio
     frequently,  which  increases  the  Portfolio's  portfolio  turnover  rate.
     Portfolio  turnover may vary from year to year or within a year,  depending
     upon  economic,   market  or  business  conditions  and  contributions  and
     withdrawals. To the extent that brokerage commissions and transaction costs
     are  incurred  in buying  and  selling  portfolio  securities,  the rate of
     portfolio  turnover  could  affect the  Portfolio's  net asset  value.  The
     Sub-Adviser  that  actively  trades  Portfolio  assets,  expects  that  the
     potentially improved performance from frequent transactions will offset the
     higher costs;  however,  higher  transaction costs can reduce the return of
     the Portfolio. The historical rates of portfolio turnover for the Portfolio
     is set forth herein under the Financial Highlights.



MANAGEMENT OF THE TRUST

The Trustees

The  Trust  is  organized  as  a  Massachusetts   business  trust.  The  overall
responsibility  for the  supervision  of the  affairs of the Trust  vests in the
Trustees.  The Trustees have entered into an Investment  Advisory Agreement with
the Adviser to handle the  day-to-day  affairs of the Trust.  The Trustees  meet
periodically  to  review  the  affairs  of the Trust  and to  establish  certain
guidelines  which  the  Adviser  is  expected  to  follow  in  implementing  the
investment policies and objectives of the Trust.


Adviser

Cova Investment Advisory Corporation (the  "Adviser"),located at One Tower Lane,
Suite 3000,  Oakbrook  Terrace,  Illinois  60181-4644,  manages the business and
affairs of the Portfolio and the Trust,  subject to the control of the Trustees,
pursuant to an Investment Advisory Agreement.

The Adviser is an Illinois corporation which was incorporated on August 31, 1993
under the name Oakbrook Investment  Advisory  Corporation and is registered with
the  Securities  and Exchange  Commission  as an  investment  adviser  under the
Investment  Advisers  Act of 1940.  The Adviser  changed its name to its present
name on January 17, 1996.  Metropolitan  Life Insurance Company (MetLife) is the
ultimate parent of the Adviser.  MetLife,  headquartered  in New York City since
1868, is a leading provider of insurance and financial  products and services to
individual and group customers.  The Adviser has acted as the investment adviser
to the Trust, its sole account, since May 1, 1996.

The  Investment  Advisory  Agreement   authorizes  the  Adviser  to  manage  the
investment of the assets of the Portfolio, based on the investment objective and
policies of the Portfolio.  The Adviser must develop a program for investing the
assets of the Portfolio that is consistent with the investment  objective of the
Portfolio  and that  follows the  policies  and  restrictions  that the Board of
Trustees  has set for the  Portfolio.  The  Adviser may retain  Sub-Advisers  to
assist it. This Prospectus and the Statement of Additional  Information describe
these policies.  (See the back cover of this Prospectus to find out how to get a
free copy of the Statement of Additional Information.)

Compensation.  The  Adviser  receives a fee,  monthly,  from the  Portfolio  for
management of the net assets of the  Portfolio.  The Adviser  calculates the fee
based on the average daily net assets of the  Portfolio.  During 1999,  the most
recent  fiscal  year of the  Portfolio,  the  Portfolio  paid  the  Adviser  the
following  percentage  of its average daily net assets as  compensation  for its
services as investment adviser to the Portfolio:

     Large Cap Stock                                 0.65%

The  percentage of net assets paid to the Adviser as an investment  advisory fee
for the  Portfolio  changes  with the  amount of net  assets  in the  Portfolio.
Generally  the larger the net assets,  the lower the fees as a percentage of net
assets.

Under the  Investment  Advisory  Agreement,  the Trust is  obligated  to pay the
Adviser a monthly fee at the  following  annual rates based on the average daily
net assets of the Portfolio:

                       Average Daily
Portfolio              Net Assets             % Per Annum

Large Cap              _______________        .65%
Stock

Other Services and Expenses.  The Adviser is also  responsible for the operation
of the  Portfolio  and the  supervision  of others who  provide  services to the
Portfolio such as custodians,  accountants and transfer agents. The Adviser must
provide  office space and the services of personnel to carry out the  operations
of the Portfolio.  The Adviser pays all ordinary  office  expenses for the Trust
and the  Portfolio.  The  Adviser  also pays the  salaries  and costs of persons
employed by the  Adviser  who serve as  officers  or Trustees of the Trust.  The
Portfolio  is  responsible  for all of its own direct  expenses  such as fees of
custodians,   accountants,  transfer  agents  and  unaffiliated  Trustees.  Cova
Financial  Services Life Insurance Company ("Cova Life"), the ultimate parent of
which is  MetLife,  and/or  the  Adviser  and/or  the  Sub-Adviser  may at their
discretion,  but are not  obligated  to,  assume  all or any  portion  of  Trust
expenses.

Cova Life,  Cova Life  Management  Company and the Adviser  have entered into an
Investment  Advisory  Services  Agreement,  dated April 1, 1996,  the purpose of
which  is to  ensure  that the  Adviser,  which is  minimally  capitalized,  has
adequate facilities and financing for the carrying on of its business. Under the
terms of the  Agreement,  Cova Life is  obligated  to provide the  Adviser  with
adequate  capitalization  in order for the Adviser to meet any  minimum  capital
requirements.  Cova Life is further obligated to reimburse the Adviser or assume
payment for any obligation incurred by the Adviser. Cova Life Management Company
is obligated to provide the Adviser with facilities and personnel sufficient for
the Adviser to perform its obligations under the Investment Advisory Agreement.

Expense  Reimbursement.  Cova Life  currently  reimburses  the Portfolio for all
operating expenses (exclusive of the management fees) in excess of approximately
 .10%.


Trust Administration

The Adviser  retains  Investors Bank & Trust Company  ("IBTC"),  a Massachusetts
trust  company,  to  supervise  various  aspects of the  Trust's  administrative
operations and to perform certain specific services  including,  but not limited
to, the preparation and filing of Trust reports and tax returns,  pursuant to an
Administration  Agreement  between the Trust,  the  Adviser and IBTC.  IBTC also
serves as the transfer agent for the Trust.


Sub-Advisers and Portfolio Management

The  Investment  Advisory  Agreement  allows the Adviser to contract  with third
parties  to  provide  some  or all of its  duties  to the  Portfolio  under  the
Investment Advisory  Agreement.  The Adviser has contracted with the Sub-Adviser
to provide day-to-day management of the assets of the Portfolio. Under the terms
of the agreement  between the Sub-Adviser and the Adviser,  the Sub-Adviser will
develop a plan for investing the assets of the  Portfolio,  select the assets to
be  purchased  and  sold  by  the  Portfolio,   select  the   broker-dealer   or
broker-dealers  through  which the Portfolio  will buy and sell its assets,  and
negotiate  the  payment of  commissions,  if any, to those  broker-dealers.  The
Sub-Adviser  follows the  policies  set by the Adviser and the Board of Trustees
for the Portfolio.

Compensation.  Under the Sub-Advisory  Agreement,  the Adviser has agreed to pay
the Sub-Adviser a fee for its services out of the fees the Adviser receives from
the Portfolio.  During 1999,  the most recent fiscal year of the Portfolio,  the
Adviser paid the  Sub-Adviser  fees based on the  following  percentages  of the
Portfolio's average daily net assets:

     Large Cap Stock                                 0.40%

Under the terms of the  Sub-Advisory  Agreement,  the  Adviser  shall pay to the
Sub-Adviser,  as full  compensation for services rendered under the Sub-Advisory
Agreement  with respect to the Portfolio,  monthly fees at the following  annual
rate based on the average daily net assets of the Portfolio:

                       Average Daily          Sub-Advisory
Portfolio              Net Assets             Fee

Large Cap              _______________        .40%
Stock

J.P. Morgan  Investment  Management  Inc., 522 Fifth Avenue,  New York, New York
10036, a Delaware  corporation,  and a wholly-owned  subsidiary of J.P. Morgan &
Co., Incorporated, is the Sub-Adviser for the Large Cap Stock Portfolio.


Portfolio Managers

Large Cap Stock Portfolio

Nanette  Buziak,  Vice President of the  Sub-Adviser.  Ms. Buziak is a portfolio
manager in the Sub-Adviser's Structured Equity Group with responsibility for the
daily  implementation and maintenance of structured equity portfolios.  Prior to
joining  J.P.  Morgan in 1997,  Ms.  Buziak  spent four years at First  Marathon
America,  Inc.,  where she traded  Convertible  Bond  Arbitrage  and Stock Index
Arbitrage  strategies.  She earned  her B.B.A.  from  Bryant  College  where her
concentration was Applied Actuarial Mathematics and Finance.

Timothy  Devlin,  Vice President of the  Sub-Adviser.  Mr. Devlin is a portfolio
manager in the  Sub-Adviser's  Structured Equity Group. He joined J.P. Morgan in
1996.  Earlier,  he was with Mitchell Hutchins Asset Management where he managed
risk-controlled  equity  portfolios  including index,  enhanced index and market
neutral strategies. Mr. Devlin holds a B.A. in economics from Union College.

Bernard Kroll,  Managing  Director of the Sub-Adviser.  Mr. Kroll is a portfolio
manager in the  Sub-Adviser's  Structured  Equity  Group.  Prior to joining J.P.
Morgan in 1996, Mr. Kroll was an equity derivatives  specialist at Goldman Sachs
& Co., founded his own options  broker-dealer,  and managed several  derivatives
businesses at Kidder,  Peabody & Co. Mr. Kroll received an M.B.A.in Finance from
New York University, and a B.A. in Economics from Stanford University.



PORTFOLIO SHARES


Distribution and Redemption

The Trust  sells  shares  to the  separate  accounts  ("Variable  Accounts")  of
MetLife, and its affiliated life insurance companies  (collectively,  "MetLife")
as a funding  vehicle for the  Contracts  offered by MetLife.  No fee is charged
upon the sale or  redemption  of the Trust's  shares.  Expenses of the Trust are
passed  through  to  the  Variable  Accounts  of  MetLife,  and  therefore,  are
ultimately  borne by Contract owners.  In addition,  other fees and expenses are
assessed by MetLife at the separate  account level.  (See the Prospectus for the
Contract for a description of all fees and charges relating to the Contract.)


Price of Shares

The Portfolio will buy or sell shares at the price determined at the end of each
day during which the New York Stock  Exchange is open for trading (see Net Asset
Value,  below).  The Portfolio must receive your order by 4:00 p.m. Eastern time
for you to receive the price for that day. The Portfolio will buy or sell shares
for orders it receives after 4:00 p.m. at the price  calculated for the next day
on which the New York Stock Exchange is open.


Placing Orders for Shares

The  prospectus  for your Contract  describes the  procedures for investing your
purchase payments or premiums in shares of the Portfolio.  You may obtain a copy
of that prospectus, free of charge, from MetLife or from the person who sold you
the Contract.  The Adviser and MetLife will not consider an order to buy or sell
shares in the Portfolio as received until the order meets the  requirements  for
documentation or signatures  described in the prospectus for your Contract.  The
Portfolio does not charge any fees for selling  (redeeming)  shares.  You should
review the prospectus  for your Contract to see if MetLife  charges any fees for
redeeming  your  interest  in the  Contract  or for moving  your assets from one
Portfolio to another.


Payment for Redemptions

Payment for orders to sell (redeem)  shares will be made within seven days after
the Adviser receives the order.


Suspension or Rejection of Purchases and Redemptions

The Portfolio may suspend the offer of shares, or reject any specific request to
purchase  shares from the  Portfolio at any time.  The Portfolio may suspend its
obligation to redeem  shares or postpone  payment for  redemptions  when the New
York Stock  Exchange is closed or when trading is restricted on the Exchange for
any reason, including emergency circumstances  established by the Securities and
Exchange Commission.


Right to Restrict Transfers

Neither the Trust nor the Variable Accounts are designed for professional market
timing  organizations,  other entities,  or individuals using programmed,  large
and/or frequent  transfers.  The Variable  Accounts,  in  coordination  with the
Trust,  reserve the right to temporarily or permanently refuse exchange requests
if,  in the  Adviser's  judgment,  the  Portfolio  would  be  unable  to  invest
effectively in accordance with its investment  objectives and policies, or would
otherwise  potentially  be  adversely  affected.  In  particular,  a pattern  of
exchanges that coincides  with a "market  timing"  strategy may be disruptive to
the  Portfolio  and  therefore  may be  refused.  Investors  should  consult the
Variable   Account   prospectus  that  accompanies  this  Trust  Prospectus  for
information on other specific limitations on the transfer privilege.


Net Asset Value

The value or price of each share of the Portfolio (net asset value per share) is
calculated  at the close of business,  usually 4:00 p.m.,  of the New York Stock
Exchange,  every day that the New York Stock Exchange is open for business.  The
value of all assets held by the  Portfolio at the end of the day, is  determined
by  subtracting  all  liabilities  and dividing the total by the total number of
shares  outstanding.  This  value  is  provided  to  MetLife,  which  uses it to
calculate the value of your interest in your  Contract.  It is also the price at
which shares will be bought or sold in the  Portfolio  for orders they  received
that day.

The value of the net assets of the Portfolio is  determined by obtaining  market
quotations,  where  available,  usually from pricing  services.  Short-term debt
instruments  maturing  in less  than 60  days  are  valued  at  amortized  cost.
Securities  for which market  quotations  are not  available are valued at their
fair value as  determined,  in good  faith,  by the  Adviser  based on  policies
adopted by the Board of Trustees.


Dividends and Distributions

The Portfolio will declare and distribute dividends from net ordinary income and
will  distribute  its net realized  capital  gains,  if any, at least  annually.
MetLife  generally directs that all dividends and distributions of the Portfolio
be reinvested in the Portfolio under the terms of the Contracts.


Tax Matters

The Trust intends to qualify as a regulated investment company under the tax law
and, as such  distributes  substantially  all of the  Portfolio's  ordinary  net
income and  capital  gains each  calendar  year as a  dividend  to the  Variable
Accounts  funding the Contracts to avoid an excise tax on certain  undistributed
amounts.  The Trust expects to pay no income tax.  Dividends  are  reinvested in
additional  full and partial shares of the Portfolio as of the dividend  payment
date.

The Trust and the Portfolio  intend to comply with special  diversification  and
other tax law requirements that apply to investments under the Contracts.  Under
these rules,  shares of the Trust will generally  only be available  through the
purchase  of  a  variable  life  insurance  or  annuity  contract.   Income  tax
consequences  to Contract owners who allocate  purchase  payments or premiums to
Trust shares are discussed in the prospectus for the Contracts that  accompanies
this Prospectus.


Additional Information

This Prospectus  sets forth  concisely the  information  about the Trust and the
Portfolio that you should know before you invest money in the Portfolio.  Please
read this Prospectus  carefully and keep it for future reference.  The Trust has
prepared and filed with the  Securities  and Exchange  Commission a Statement of
Additional  Information that contains more  information  about the Trust and the
Portfolio. You may obtain a free copy of the Statement of Additional Information
from your registered  representative  who offers you the Contract.  You may also
obtain copies by calling the Trust at  1-800-831-LIFE or by writing to the Trust
at the following address: One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois
60181-4644.


Legal Proceedings

Neither  the  Trust  nor  the  Portfolio  is  involved  in  any  material  legal
proceedings.  Neither the Adviser nor the  Sub-Adviser  is involved in any legal
proceedings that if decided against any such party would  materially  affect the
ability  of the party to carry out its  duties  to the  Portfolio.  None of such
persons is aware of any litigation that has been threatened.



DESCRIPTION OF CERTAIN INVESTMENTS,
TECHNIQUES AND RISKS

Strategic Transactions. The Portfolio may purchase and sell
exchange-listed and over-the-counter put and call options on

o    securities,

o    financial futures,

o    fixed-income  and  equity  indices  and  other  financial  instruments  and
     purchase and sell financial futures contracts.

The Portfolio may also enter into various currency transactions such as

o    currency forward contracts,

o    currency futures contracts,

o    currency swaps or options on currencies or currency futures,

o    stock index futures contracts, and

o    options on stock indexes and stock index futures contracts.

Collectively,  all of the above are  referred  to as  "Strategic  Transactions."
Strategic Transactions are hedging transactions which may be used to

o    attempt  to  protect  against  possible  changes  in the  market  value  of
     securities held in or to be purchased for a Portfolio,

o    to protect the Portfolio's  unrealized  gains in the value of its portfolio
     securities,

o    to facilitate the sale of such securities for investment purposes,

o    to manage the effective interest rate exposure of the Portfolio,

o    to protect against changes in currency exchange rates, or

o    to  establish  a  position  in  the  derivatives  markets  as  a  temporary
     substitute for purchasing or selling particular securities.

Any or all of these  investment  techniques may be used at any time and there is
no  particular  strategy  that  dictates  the use of one  technique  rather than
another, as use of any Strategic Transaction is a function of numerous variables
including  market  conditions.  The ability of the  Portfolio  to utilize  these
Strategic Transactions  successfully will depend on the Sub-Adviser's ability to
predict pertinent market movements,  which cannot be assured. The Portfolio will
comply  with  applicable   regulatory   requirements  when  implementing   these
strategies, techniques and instruments.

Strategic  Transactions  have  risks  associated  with them  including  possible
default by the other party to the  transaction,  illiquidity  and, to the extent
the  Sub-Adviser's  view as to certain market  movements is incorrect,  the risk
that the use of such Strategic  Transactions could result in losses greater than
if they had not been used.  Use of put and call  options may result in losses to
the Portfolio,  force the sale of portfolio  securities at inopportune  times or
for prices other than at current market values, limit the amount of appreciation
the  Portfolio can realize on its  investments  or cause the Portfolio to hold a
security it might otherwise sell. The use of currency transactions can result in
the Portfolio  incurring losses as a result of a number of factors including the
imposition of exchange  controls,  suspension of settlements or the inability to
deliver or receive a specified currency.

The use of options and futures  transactions  entails  certain  other risks.  In
particular,  the  variable  degree of  correlation  between  price  movements of
futures contracts and price movements in the related  portfolio  position of the
Portfolio  creates the possibility that losses on the hedging  instrument may be
greater  than  gains in the  value of the  Portfolio's  position.  In  addition,
futures and options markets may not be liquid in all  circumstances  and certain
over-the-counter  options may have no markets.  As a result, in certain markets,
the  Portfolio  might not be able to close out a transaction  without  incurring
substantial  losses,  if at all.  Although the contemplated use of these futures
contracts and options  thereon should tend to minimize the risk of loss due to a
decline in the value of the hedged position, at the same time they tend to limit
any  potential  gain  which  might  result  from an  increase  in  value of such
position. Finally, the daily variation margin requirements for futures contracts
would create a greater ongoing potential  financial risk than would purchases of
options,  where the  exposure  is  limited to the cost of the  initial  premium.
Losses resulting from the use of Strategic  Transactions  would reduce net asset
value and possibly income. The Strategic Transactions that the Portfolio may use
and some of their risks are described  more fully in the Statement of Additional
Information.

Repurchase  Agreements.  The Portfolio may enter into repurchase agreements with
selected commercial banks and broker-dealers, under which the Portfolio acquires
securities  and agrees to resell the securities at an agreed upon time and at an
agreed upon price. The Portfolio accrues as interest the difference  between the
amount it pays for the securities and the amount it receives upon resale. At the
time  the  Portfolio  enters  into a  repurchase  agreement,  the  value  of the
underlying  security  including  accrued interest will be equal to or exceed the
value of the repurchase agreement and, for repurchase  agreements that mature in
more than one day,  the  seller  will  agree  that the  value of the  underlying
security  including  accrued  interest will continue to be at least equal to the
value of the repurchase agreement. The Sub-Adviser will monitor the value of the
underlying  security in this regard.  The Portfolio  will enter into  repurchase
agreements only with commercial  banks whose deposits are insured by the Federal
Deposit   Insurance   Corporation  and  whose  assets  exceed  $500  million  or
broker-dealers  who are registered with the Securities and Exchange  Commission.
In determining  whether the Portfolio  should enter into a repurchase  agreement
with a bank or  broker-dealer,  the  Sub-Adviser  will  take  into  account  the
credit-worthiness  of the party and will  monitor  its  credit-worthiness  on an
ongoing basis in accordance with standards established by the Board of Trustees.
In the event of a default by the party,  the  delays  and  expenses  potentially
involved in  establishing  the Portfolio's  rights to, and in  liquidating,  the
security may result in a loss to the Portfolio.

When  Issued and Delayed  Delivery  Transactions.  The  Portfolio  may  purchase
securities on a when-issued or delayed delivery basis. For example,  delivery of
and payment for these  securities  can take place a month or more after the date
of the purchase commitment. The purchase price and the interest rate payable, if
any, on the securities are fixed on the purchase  commitment date or at the time
the settlement date is fixed.  The value of such securities is subject to market
fluctuation  and no interest  accrues to the Portfolio  until  settlement  takes
place. At the time a Portfolio makes the commitment to purchase  securities on a
when-issued or delayed delivery basis, it will record the  transaction,  reflect
the value each day of such securities in determining its net asset value and, if
applicable,  calculate  the maturity for the purposes of average  maturity  from
that date.  At the time of  settlement a  when-issued  security may be valued at
less than the purchase  price. To facilitate  such  acquisitions,  the Portfolio
will maintain on the Trust's  records a segregated  account with liquid  assets,
consisting of cash, U.S. Government securities or other appropriate  securities,
in an amount at least  equal to such  commitments.  On  delivery  dates for such
transactions,  the Portfolio will meet its obligations  from maturities or sales
of the securities  held in the segregated  account and/or from cash flow. If the
Portfolio  chooses to dispose  of the right to  acquire a  when-issued  security
prior to its  acquisition,  it  could,  as with  the  disposition  of any  other
portfolio obligation,  incur a gain or loss due to market fluctuation. It is the
current  policy  of the  Portfolio  not to enter  into  when-issued  commitments
exceeding  in the  aggregate  15% of the market value of the  Portfolio's  total
assets,  less  liabilities  other than the  obligations  created by  when-issued
commitments.

U.S.  Government  Obligations.  The Portfolio may invest in securities issued or
guaranteed  by the U.S.  Government,  its agencies and  instrumentalities  which
historically have involved little risk of loss of principal if held to maturity.
However,  due to  fluctuations  in  interest  rates,  the  market  value of such
securities  may  vary  during  the  period  a  shareholder  owns  shares  of the
Portfolio. Examples of the types of U.S. Government obligations that may be held
by the Portfolio,  subject to their investment objectives and policies, include,
in addition to U.S. Treasury bonds

o    notes and bills, the obligations of Federal Home Loan Banks,

o    Federal Farm Credit Banks,

o    Federal Land Banks,

o    the Federal Housing Administration,

o    Farmers Home Administration,

o    Export-Import Bank of the United States,

o    Small Business Administration,

o    Government National Mortgage Association ("GNMA"),

o    Federal National Mortgage Association ("FNMA"),

o    Federal Home Loan Mortgage Corporation ("FHLMC"),

o    General Services Administration,

o    Student Loan Marketing Association,

o    Central Bank for Cooperatives,

o    Federal Intermediate Credit Banks,

o    Resolution Trust Corporation, and

o    Maritime Administration.

Obligations of certain agencies and  instrumentalities  of the U.S.  Government,
such as those of GNMA,  are  supported  by the full faith and credit of the U.S.
Treasury;  o others such as the  Export-Import  Bank of the United  States,  are
supported by the right of the issuer to borrow from the Treasury;

o    others, such as those of FNMA, are supported by the discretionary authority
     of the U.S. Government to purchase the agency's obligations;

o    still others such as those of the Student Loan Marketing  Association,  are
     supported only by the credit of the instrumentality.

There is no assurance that the U.S.  Government would provide  financial support
to U.S.  Government-sponsored  instrumentalities if it is not obligated to do so
by law.

Stripped Government  Securities.  To the extent consistent with their respective
investment policies, the Portfolio may invest in

o    bills,

o    notes and bonds (including zero coupon bonds) issued by the U.S. Treasury,

o    as well as "stripped" U.S. Treasury  obligations offered under the Separate
     Trading of Registered Interest and Principal Securities  ("STRIPS") program
     or Coupon Under Bank-Entry  Safekeeping ("CUBES") program or other stripped
     securities  issued  directly by agencies or  instrumentalities  of the U.S.
     Government.

Strips and Cubes represent either future interest or principal  payments and are
direct obligations of the U.S. Government that clear through the Federal Reserve
System.  Stripped  securities are issued at a discount to their "face value" and
may exhibit greater price  volatility  than ordinary debt securities  because of
the manner in which their principal and interest are returned to investors.  The
Sub-Adviser  will  consider  the  liquidity  needs  of the  Portfolio  when  any
investments in zero coupon obligations or other  principal-only  obligations are
made.

Participation Interests. The Portfolio may purchase participation interests from
financial  institutions  (such as commercial banks,  savings  associations,  and
insurance companies),  or from single-purpose,  stand-alone finance subsidiaries
or  trusts  of  such  institutions,  or from  other  special  purpose  entities.
Single-purpose,  stand-alone finance  subsidiaries or trusts and special purpose
entities generally do not have any significant assets other than the receivables
securing the participation interests. Participation interests give the Portfolio
an  undivided  fractional  ownership  interest  in debt  obligations.  The  debt
obligations may include

o    pools of credit card receivables

o    automobile installment loan contracts

o    corporate loans or debt securities

o    corporate receivables or other types of debt obligations

In addition to being  supported by the stream of payments  generated by the debt
obligations,  payments of principal and interest on the participation  interests
may be supported up to certain amounts and for certain periods of time by

o    irrevocable letters of credit

o    insurance policies and/or

o    other credit agreements issued by financial institutions  unaffiliated with
     the  issuers  and by monies on  deposit  in certain  bank  accounts  of the
     issuer.

Payments of interest on the  participation  interests  may also rely on payments
made  pursuant to interest  rate swap  agreements  made with other  unaffiliated
financial institutions.

If the participation interests include the unconditional written right to demand
payment at par value plus accrued  interest from the issuer,  the Demand Feature
will be used in determining the maturity of the participation  interest. So long
as the Demand  Feature can require  payment by the issuer within seven days, the
participation  interest will not be deemed to be illiquid. The secondary market,
if any, for certain of these  obligations may be extremely  limited and any such
obligations  purchased by a Portfolio will be regarded as illiquid,  unless they
include the seven-day Demand Feature. Such illiquid obligations will be included
within the  percentage  limitation  of the  Portfolio on  investment  of its net
assets in illiquid securities.

Variable and Floating Rate  Instruments.  The  Portfolio  may purchase  rated or
unrated variable and floating rate  instruments.  These  instruments may include
variable  rate master  demand notes that permit the  indebtedness  thereunder to
vary in addition to providing  for periodic  adjustments  in the interest  rate.
Unrated  instruments  purchased  by the  Portfolio  will  be  determined  by the
Sub-Adviser  to be of  comparable  quality  at the  time of  purchase  to  rated
instruments that may be purchased. The absence of an active secondary market for
a  particular  variable  or floating  rate  instrument,  however,  could make it
difficult  for the  Portfolio to dispose of an  instrument if the issuer were to
default on its  payment  obligation.  The  Portfolio  could,  for these or other
reasons, suffer a loss with respect to such instruments.

Securities  of Other  Investment  Companies.  Under  certain  circumstances  and
subject to their  investment  policies,  the  Portfolio may invest in securities
issued by other  investment  companies  which invest in  securities in which the
Portfolio is permitted to invest.  The  Portfolio  may invest in  securities  of
other  investment  companies to the extent  permitted under the 1940 Act -- that
is, the  Portfolio  may invest up to 10% of its total  assets in  securities  of
other investment companies so long as not more than 3% of the outstanding voting
stock of any one investment company is held by the Portfolio.  In addition,  not
more than 5% of the  Portfolio's  total assets may be invested in the securities
of any one  investment  company.  As a shareholder  in an investment  fund,  the
Portfolio would bear its share of that investment fund's expenses, including its
advisory and administration  fees. At the same time the Portfolio would continue
to pay its own operating expenses.

Restricted and Illiquid  Securities.  The Portfolio may invest in securities the
disposition of which is subject to substantial legal or contractual restrictions
on resale and securities that are not readily marketable. The sale of restricted
and illiquid securities often requires more time and results in higher brokerage
charges or dealer  discounts  and other  selling  expenses than does the sale of
securities  eligible  for trading on  national  securities  exchanges  or in the
over-the-counter  markets.  Restricted securities may sell at a price lower than
similar  securities that are not subject to  restrictions on resale.  Restricted
and illiquid securities will be valued at fair value as determined in good faith
by or at the direction of the Trustees for the purposes of  determining  the net
asset value of the  Portfolio.  Restricted  securities  salable among  qualified
institutional  buyers  without  restriction  pursuant  to Rule  144A  under  the
Securities Act of 1933 that are determined to be liquid by the Sub-Adviser under
guidelines adopted by the Board of Trustees of the Trust (under which guidelines
the  Sub-Adviser  will  consider  factors  such as  trading  activities  and the
availability of price  quotations) will not be treated as restricted  securities
by the Portfolio pursuant to such rules.

Loans  of  Portfolio   Securities.   Consistent   with   applicable   regulatory
requirements, the Portfolio may lend its securities to selected commercial banks
or  broker-dealers  up to a maximum of 25% of the assets of the Portfolio.  Such
loans must be callable  at any time and be  continuously  secured by  collateral
deposited  by the borrower in a  segregated  account with the Trust's  custodian
consisting of cash or of securities issued or guaranteed by the U.S.  Government
or its agencies,  which collateral is equal at all times to at least 100% of the
value of the securities loaned,  including accrued interest.  The Portfolio will
receive  amounts  equal to earned  income  for  having  made the loan.  Any cash
collateral  pursuant to these loans will be invested in short- term instruments.
The Portfolio is the beneficial owner of the loaned  securities in that any gain
or loss in the market  price  during the loan  inures to the  Portfolio  and its
shareholders. Thus, when the loan is terminated, the value of the securities may
be more or less than their value at the  beginning of the loan.  In  determining
whether  to  lend  its  portfolio  securities  to a bank or  broker-dealer,  the
Portfolio will take into account the credit-worthiness of such borrower and will
monitor such  credit-worthiness  on an ongoing  basis in as much as a default by
the other party may cause delays or other collection difficulties. The Portfolio
may pay finders' fees in connection with loans of its portfolio securities.

Reverse  Repurchase  Agreements  and  Borrowings.  The  Portfolio may enter into
reverse repurchase  agreements with selected  commercial banks or broker-dealers
with  respect to  securities  which could  otherwise  be sold by the  Portfolio.
Reverse repurchase agreements involve sales by the Portfolio of Portfolio assets
concurrently with an agreement by the Portfolio to repurchase the same assets at
a later  date at a fixed  price  which is  greater  than the  sales  price.  The
difference  between the amount the Portfolio receives for the securities and the
amount  it pays on  repurchase  is deemed to be a  payment  of  interest  by the
Portfolio.  The  Portfolio  will  maintain,  in a  segregated  account  with its
custodian,  cash, Treasury bills, or other U.S. Government  Securities having an
aggregate  value  equal to the amount of  commitment  to  repurchase,  including
accrued  interest,  until payment is made. The Portfolio will enter into reverse
repurchase  agreements only with commercial  banks whose deposits are insured by
the Federal Deposit  Insurance  Corporation and whose assets exceed $500 million
or  broker-dealers  who are registered with the SEC. In determining  whether the
Portfolio  should  enter  into a  reverse  repurchase  agreement  with a bank or
broker-dealer,  the Sub-Adviser will take into account the  credit-worthiness of
the party and will monitor the credit-worthiness on an ongoing basis. During the
reverse  repurchase   agreement  period,  the  Portfolio  continues  to  receive
principal  and  interest  payments  on  these  securities.   Reverse  repurchase
agreements involve the risk that the market value of the securities  retained by
the Portfolio may decline  below the price of the  securities  the Portfolio has
sold but is obligated to repurchase under the agreement.  In the event the buyer
of  securities  under a reverse  repurchase  agreement  files for  bankruptcy or
becomes  insolvent,  the Portfolio's use of the proceeds of the agreement may be
restricted  pending  a  determination  by the other  party,  or its  trustee  or
receiver,  whether to enforce  the  Portfolio's  obligation  to  repurchase  the
securities. Reverse repurchase agreements create leverage and will be treated as
borrowings  for  the  purposes  of the  Portfolio's  investment  restriction  on
borrowings.

The  Portfolio  is  permitted  to borrow  money for  extraordinary  or emergency
purposes in amounts up to 10% of the value of the Portfolio's total assets.

Borrowing by the Portfolio  creates an opportunity for increased net income but,
at the same time, creates special risk considerations such as changes in the net
asset  value of the  shares  and in the  yield on the  Portfolio.  Although  the
principal of such borrowings will be fixed, the Portfolio's assets may change in
value  during the time the  borrowing  is  outstanding.  Borrowing  will  create
interest  expenses for the Portfolio which can exceed the income from the assets
retained.  To the extent the  income  derived  from  securities  purchased  with
borrowed  funds  exceeds  the  interest  the  Portfolio  will  have to pay,  the
Portfolio's  net  income  will be  greater  than if  borrowing  were  not  used.
Conversely,  if the income from the assets  retained with borrowed  funds is not
sufficient to cover the cost of borrowing,  the net income of the Portfolio will
be less than if borrowing were not used.

Short Sales.  The  Portfolio  may utilize short sales on securities to implement
its investment objective.  A short sale is effected when it is believed that the
price of a  particular  investment  will  decline,  and  involves the sale of an
investment  which the Portfolio  does not own in the hope of purchasing the same
investment at a later date at a lower price. To make delivery to the buyer,  the
Portfolio must borrow the  investment,  and the Portfolio is obligated to return
the investment to the lender,  which is  accomplished by a later purchase of the
investment by the Portfolio.

The  Portfolio  will  incur a loss as a result of the short sale if the price of
the  investment  increases  between  the date of the short  sale and the date on
which the Portfolio purchases the investment to replace the borrowed investment.
The Portfolio  will realize a gain if the  investment  declines in price between
those dates. The amount of any gain will be decreased and the amount of any loss
increased  by any premium or interest  the  Portfolio  may be required to pay in
connection with a short sale. It should be noted that possible losses from short
sales  differ  from those that could  arise from a cash  investment  in that the
former may be limitless  while the latter can only equal the total amount of the
Portfolio's  investment  in  the  investment.  For  example,  if  the  Portfolio
purchases a $10 investment,  the most that can be lost is $10.  However,  if the
Portfolio  sells a $10 investment  short, it may have to purchase the investment
for return to the lender when the market value is $50, thereby  incurring a loss
of $40.  The  amount  of any gain or loss on a short  sale  transaction  is also
dependent on brokerage and other transaction costs.

Convertible  Securities.  The convertible  securities in which the Portfolio may
invest  include any debt  securities  or preferred  stock which may be converted
into common stock or which carry the right to purchase common stock. Convertible
securities  entitle the holder to exchange the securities for a specified number
of shares of common  stock,  usually of the same  company,  at specified  prices
within a certain period of time.

Warrants. The Portfolio may invest in warrants,  which entitle the holder to buy
common  stock  from the  issuer at a specific  price  (the  strike  price) for a
specific period of time. The market price of warrants may be substantially lower
than the current  market price of the  underlying  securities,  yet warrants are
subject  to  similar  price  fluctuations.  As a  result,  warrants  may be more
volatile investments than the underlying securities.

Warrants do not entitle the holder to dividends or voting rights with respect to
the  underlying  securities and do not represent any rights in the assets of the
issuing  company.  A warrant will expire  worthless if it is not exercised on or
prior to the expiration date.

Money Market  Instruments.  The Portfolio is permitted to invest in money market
instruments  although it intends to stay  invested in equity  securities  to the
extent practical in light of its objective and long-term investment perspective.
The Portfolio  may make money market  investments  pending  other  investment or
settlement,  for  liquidity or in adverse  market  conditions.  The money market
investments  permitted for the  Portfolio  include U.S.  Government  Securities,
other  debt  securities,  commercial  paper,  bank  obligations  and  repurchase
agreements. The Portfolio may also invest in short-term obligations of sovereign
foreign   governments,   their   agencies,   instrumentalities   and   political
subdivisions.

FINANCIAL HIGHLIGHTS

Financial Information

The  following  information  is intended to help you  understand  the  financial
performance of the Portfolio  since the time it was first offered to the public.
The total returns in the table  represent  the rate that an investor  would have
earned or lost on an investment in the Portfolio,  assuming  reinvestment of all
dividends  and  distributions.  This  information  has been audited by KPMG LLP,
independent  auditors,  whose  report,  along  with  the  Portfolio's  financial
statements,  are included in the Annual Report for the Trust.  The Annual Report
is incorporated into the Statement of Additional  Information for the Trust. You
will find  information  about how to get a free copy of the  annual  report  and
Statement of Additional Information on the back cover of this Prospectus.

<PAGE>






                                COVA SERIES TRUST

FINANCIAL HIGHLIGHTS
For a Share Held Throughout the Periods Indicated
<TABLE>
<CAPTION>


                                                                                   Large Cap Stock
                                                                                      Portfolio
                                                 ----------------------------------------------------------------------------------
                                                                                                                  For the period
                                                                                                                 from May 1, 1996
                                                                                                                 (date of initial
                                                        Year ended          Year ended          Year ended       public offering)
                                                         12/31/99            12/31/98            12/31/97          to 12/31/96
                                                    -----------------   ------------------  -------------------  ----------------

<S>                                                         <C>                 <C>                 <C>                <C>
Net Asset Value, Beginning of Period                      $18.115             $13.845             $11.112            $10.003
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.105               0.098               0.113              0.124
   Net realized and unrealized gains                        3.057               4.357               3.560              1.304
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                            3.162               4.455               3.673              1.428
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.026)             (0.043)             (0.118)            (0.122)
   Distributions from net realized gains                   (0.576)             (0.142)             (0.822)            (0.197)
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (0.602)             (0.185)             (0.940)            (0.319)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $20.675             $18.115             $13.845            $11.112
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                               17.64%              32.31%              33.25%             14.35%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)               $263.1              $103.8               $32.3              $16.8

Ratios to Average Net Assets (1):
   Expenses                                                 0.75%               0.75%               0.75%              0.75%**
   Net investment income                                    0.75%               0.77%               0.99%              1.56%**

Portfolio Turnover Rate                                     63.2%               62.4%               59.5%              35.5%*

(1)   If certain  expenses had not been reimbursed by the Adviser,  total return
      would have been lower and the ratios would have been as follows:

   Ratio of Operating Expenses to Average Net Assets:       0.76%               0.94%               1.08%              1.23%**
   Ratio of Net Investment Income to Average Net Assets:    0.74%               0.58%               0.66%              1.08%**
</TABLE>

* Non-Annualized
**Annualized




<PAGE>




PERFORMANCE OF THE PORTFOLIO

Performance  information  for the  Portfolio,  including a bar chart and average
annual  total  return  information  since the  inception  of the  Portfolio,  is
contained in this Prospectus under the heading "Bar Chart and Table."



COMPARABLE PERFORMANCE

Private Account Performance

The  Large Cap Stock  Portfolio,  which is  managed  by J.P.  Morgan  Investment
Management  Inc.,  commenced  public  sale of its  shares  on May 1,  1996.  The
Portfolio  has an  investment  objective,  policies  and  strategies  which  are
substantially  similar to those employed by J.P.  Morgan  Investment  Management
Inc. with respect to certain Private Accounts.

The performance  information  derived from these Private  Accounts may be deemed
relevant to the investor.  The  performance  of the Portfolio will vary from the
Private Account composite information in that

o    the Portfolio will be actively  managed and its investments  will vary from
     time to time

o    the  Portfolio's  investments  will not be identical to the past  portfolio
     investments of the Private Accounts

o    the Private  Accounts  are not subject to certain  investment  limitations,
     diversification  requirements and other restrictions imposed by federal tax
     and securities laws

o    the Private  Accounts do not reflect  Contract  fees or charges  imposed by
     MetLife.  Investors  should refer to the Variable  Account  prospectus  for
     information  describing  the  Contract  fees and  charges.  These  fees and
     charges will have a detrimental effect on Portfolio performance.

The  Portfolio  and its  corresponding  Private  Accounts  are  expected to hold
similar securities. However, their investment results are expected to differ for
the following reasons:

o    differences  in asset  size and cash  flow  resulting  from  purchases  and
     redemptions of Portfolio shares may result in different security selections

o    differences in the relative weightings of securities

o    differences in the price paid for particular portfolio holdings.

The chart below shows performance  information derived from historical composite
performance  of the  Private  Accounts.  The  performance  figures  shown  below
represent  the  performance  results of the  composites  of  comparable  Private
Accounts,  adjusted to reflect the  deduction of the fees and  expenses  paid or
anticipated  to be paid by the  Portfolio.  Investors  should be aware  that the
Private Account  composites are not  substitutes for the performance  history of
the  Portfolio.   The  Private  Account   composite   performance   figures  are
time-weighted  rates of return which  include all income and accrued  income and
realized and  unrealized  gains or losses,  but do not reflect the  deduction of
investment advisory fees actually charged to the Private Accounts. Inception was
November 1, 1989 for the Structured Stock Selection Composite.

<TABLE>
<CAPTION>

Private Account Composite Performance
Reduced by Portfolio Fees and Expenses
For the periods ended 12/31/99
Average Annual Total Return
                                                   10 Years
                                                   or Since
Portfolio          1 year           5 years        Inception
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>            <C>
Structured Stock
Selection
Composite          18.58%           28.67%         18.86%
 (Large Cap Stock
 Portfolio)
</TABLE>


<TABLE>
<CAPTION>


     Performance Recap
     As of December 31, 1999                                                            Performance
------------------------------------------------------------------------------------------------------------------------------------

                                                                           1 Yr or                                 10 Yrs or
                           Portfolio        Type                       Since Inception         5 Yrs            Since Inception
<S>                                                                      <C>                   <C>                   <C>
     Managed by J. P. Morgan Investment Management Inc.

     Large Cap Stock                        Private Account              18.58%                28.67%                18.86%
                                            Composite
                                            Existing Portfolio           17.64%                --                    26.52%*
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    The inception  date for the Large Cap Stock  Portfolio is May 1, 1996.  The
     inception  date is the date from  which the  average  annual  total  return
     computation is calculated for the Portfolio.


Investors  should not consider the performance data of these Private Accounts as
an indication of the future  performance of the  Portfolio.  The figures also do
not reflect the deduction of any insurance  fees or charges which are imposed by
MetLife in connection with its sale of Contracts.  Investors should refer to the
Variable Account prospectus describing the Contracts for information  pertaining
to  these  insurance  fees  and  charges.  All  fees  and  charges  will  have a
detrimental effect on the performance of the Portfolio.


Additional Performance Information

Further  information  about the Trust's  performance  is contained in the Annual
Report to shareholders  which may be obtained,  without charge, by calling (800)
831-LIFE,  or  writing  to the Trust at One Tower  Lane,  Suite  3000,  Oakbrook
Terrace, Illinois 60181-4644.


COVA SERIES TRUST
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644

Statement  of  Additional   Information.   Additional   information   about  the
Portfolio's  investments  is  available  in the Trust's  annual and  semi-annual
reports to shareholders. In the annual report, you will find a discussion of the
market  conditions and investment  strategies  that  significantly  affected the
performance  of the  Portfolio  during its last fiscal  year.  The  Statement of
Additional  Information and the annual and semi-annual  reports are available on
request without charge for any person having an interest in the Trust.

The  Trust  can  provide  you  with a free  copy of  these  materials  or  other
information about the Trust. You may reach the Trust

By Mail: Cova Series Trust
         One Tower Lane, Suite 3000
         Oakbrook Terrace, Illinois 60181-4644

By Phone:         1-800-831-LIFE

Or you may view or obtain  these  documents  from the  Securities  and  Exchange
Commission:

o    Call the Commission at  1-202-942-8090  for information on the operation of
     the Public Reference Room

o    Reports and other  information  about the Trust are  available on the EDGAR
     Database on the Commission's Internet site at http://www.sec.gov

o    Copies of the information may be obtained,  after paying a duplicating fee,
     by electronic request at [email protected], or by writing the Commission's
     Public Reference Section, Wash. D.C. 20549-0102

On the Internet: www.sec.gov

The Trust's Investment Company Act filing number is 811-5252.

Information  about the  purchase  and sale of the Trust  shares and the  related
costs is included in the  prospectus  for the Contracts that offer the Portfolio
as an investment.



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