COVA SERIES TRUST
497, 2000-10-12
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COVA SERIES TRUST
One Tower Lane, Suite 3000
Oakbrook Terrace, Illinois 60181-4644


The Portfolios of Cova Series Trust ("Trust") are:

Quality Bond Portfolio
Small Cap Stock Portfolio
Large Cap Stock Portfolio
Select Equity Portfolio
International Equity Portfolio
Bond Debenture Portfolio
Mid-Cap Value Portfolio
Large Cap Research Portfolio
Developing Growth Portfolio
Lord Abbett Growth and Income Portfolio

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.





<PAGE>


TABLE OF CONTENTS                                         Page



  SUMMARY                                                    3

  DESCRIPTION OF THE PORTFOLIOS                             12

  MANAGEMENT OF THE TRUST                                   20

  PORTFOLIO SHARES                                          24

  FINANCIAL HIGHLIGHTS                                      30

  PERFORMANCE OF THE PORTFOLIOS                             40

  COMPARABLE PERFORMANCE                                    40



<PAGE>


SUMMARY


The Trust and the Portfolios

All of the Portfolios described in this document are 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 Portfolios  are  structured the same as mutual funds,  they are not
offered or sold  directly to the public.  You may only invest in the  Portfolios
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 various  Portfolios of the
Trust.  See the prospectus  which  accompanies this Prospectus for a description
of:

o    the Contract,

o    the Portfolios of the Trust that are available under that Contract, and

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.

Some of the  Portfolios  have  names  and  investment  objectives  that are very
similar to certain publicly  available mutual funds that are managed by the same
money managers.  These Portfolios are not those publicly  available mutual funds
and will not have the same performance.  Different  performance will result from
such factors as different implementation of investment policies,  different cash
flows into and out of the Portfolios, different fees, and different sizes.

A Portfolio's  performance may be affected by risks specific to certain types of
investments, such as foreign securities, derivative investments,  non-investment
grade  debt  securities,  initial  public  offerings  (IPOs) or  companies  with
relatively small market  capitalizations.  IPOs and other investment  techniques
may have a magnified  performance impact on a Portfolio with a small asset base.
A Portfolio may not experience similar performance as its assets grow.

The  Contracts  may be sold by banks.  An investment in a Portfolio of the Trust
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-Advisers for the Portfolios are:

Sub-Adviser                   Name of Portfolio
J.P. Morgan                   Quality Bond Portfolio
Investment                    Small Cap Stock Portfolio
Management Inc.               Large Cap Stock Portfolio
                              Select Equity Portfolio
                              International Equity Portfolio

Lord, Abbett & Co.            Bond Debenture Portfolio
                              Mid-Cap Value Portfolio
                              Large Cap Research Portfolio
                              Developing Growth Portfolio
                              Lord Abbett Growth and
                                 Income Portfolio


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

Portfolios Managed by J.P. Morgan Investment Management Inc.:

  Quality Bond Portfolio.
  Investment Objective

o    The Quality Bond Portfolio seeks to provide a high total return  consistent
     with moderate risk of capital and maintenance of liquidity.

  Principal Investment Strategies

o    The Portfolio  will invest at least 65% of its assets in bonds under normal
     circumstances.

o    The Sub-Adviser actively manages the Portfolio in pursuit of its investment
     objective  investing  in broad  sectors of the fixed income  market.  These
     sectors include:

       o   U.S. Government and agency securities

       o   corporate securities

       o   private placements

       o   asset backed securities

       o   mortgage related securities

o    The Portfolio may invest up to 25% of its assets in foreign securities.

o    The  Portfolio  will  normally  invest at least 65% of its total  assets in
     investment grade debt securities.

  Principal Risks

  The principal risks of investing in the Portfolio are:

o    The risk that the Sub-Adviser will not be able to find securities that meet
     the goals of the Portfolio or that the companies  the  Sub-Adviser  selects
     will not 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    the risk that an issuer of a fixed income  security  owned by the Portfolio
     may be unable to make interest or principal payments.

o    the risk that  fluctuations  in interest  rates may affect the value of the
     Portfolio's interest-paying fixed income securities.

o    the  risk  that the  holder  of a  mortgage  underlying  a  mortgage-backed
     security owned by the Portfolio will prepay principal,  particularly during
     periods of declining interest rates.

o    the additional risks of investing in securities of non-U.S. companies, such
     as  changes  in value  related  to  changes  in  currency  exchange  rates,
     additional transaction costs and more difficulty in selling the securities.


  Small Cap Stock Portfolio.
  Investment Objective

o    The Small Cap Stock  Portfolio  seeks to provide a high total return from a
     portfolio of equity securities of small companies.

  Principal Investment Strategies

o    The Portfolio invests primarily in the common stock of small U.S. companies
     included in the Russell 2000 Index.

o    At least 65% of the  Portfolio's  net assets  will  normally be invested in
     common stocks and other securities with equity characteristics.

o    The Sub-Adviser uses research,  valuation and a stock selection  process to
     seek to enhance the  Portfolio's  total return relative to that of the U.S.
     small company universe.

  Principal Risks

  The principal risks of investing in the Portfolio are:

o    Investments  in small to medium sized  companies may produce higher returns
     than  investments  in  companies  with  larger  capitalizations;   however,
     companies  with  smaller  capitalizations  generally  have a higher risk of
     failure than larger companies.

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    Growth-style  investing:  Different  types of stocks tend to shift into and
     out of favor with stock market  investors  depending on market and economic
     conditions.  Because the  Portfolio  focuses on  growth-style  stocks,  the
     Portfolio's   performance  may  at  times  be  better  or  worse  than  the
     performance  of stock  funds that focus on other  types of stocks,  or that
     have a broader investment style.


  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.




<PAGE>



  Select Equity Portfolio.
  Investment Objective

o    The Select Equity  Portfolio seeks to provide  long-term  growth of capital
     and income.

  Principal Investment Strategies

o    The  Portfolio  will be an actively  managed  portfolio of selected  equity
     securities  that  seeks to  outperform  the  total  return  of the 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    Under normal  circumstances,  the Portfolio  will be fully  invested in the
     stocks of large- and medium-sized  companies  primarily included in the S&P
     500.

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 between 60
     and 90 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.




  International Equity Portfolio.
  Investment Objective

o    The  International  Equity  Portfolio  seeks to provide a high total return
     from a portfolio of equity securities of foreign corporations.

  Principal Investment Strategies

o    The Sub-Adviser  will actively manage the Portfolio which will be comprised
     of non-U.S.  securities that seeks to outperform the Morgan Stanley Capital
     International Europe, Australia and Far East Index (the "EAFE Index").

o    The Sub-Adviser  intends to keep the Portfolio  essentially  fully invested
     with at least 65% of the value of its total assets in equity  securities of
     foreign issuers.

o    The  Portfolio's  primary  equity  investments  are the  common  stocks  of
     established  companies  based in  developed  countries  outside  the United
     States. Such investments will be made in at least three foreign countries.

o    The Portfolio may invest in the securities of issuers located in developing
     countries.

o    The Sub-Adviser actively manages currency exposure in an attempt to protect
     and  possibly  enhance  the  Portfolio's  market  value  through the use of
     derivatives such as forward foreign currency exchange contracts.

  Principal Risks

  The principal risks of investing in the Portfolio are:

   o   Securities of non-U.S.  companies are subject to risks in addition to the
       normal risks of investments,  such as changes in value related to changes
       in  currency  exchange  rates,  additional  transaction  costs  and  more
       difficulty in selling the  securities.  The risks of investing in foreign
       securities are usually higher in emerging  markets such as most countries
       in Southeast Asia, Eastern Europe, Latin America and Africa.

   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   There is a risk in using  derivative  transactions  that the security may
       not go up or down as the Sub-Adviser anticipates,  resulting in a loss to
       the  Portfolio.  Losses  may  also  occur  if  there  is  not  a  perfect
       correlation  between  the value of futures or forward  contracts  and the
       related securities.


Portfolios Managed by Lord, Abbett & Co.:

Bond Debenture Portfolio.

  Investment Objective

o    The Bond Debenture  Portfolio  seeks to provide high current income and the
     opportunity  for capital  appreciation  to produce a high total return.  To
     pursue  its  goal,  the  Portfolio  normally  invests  in  high  yield  and
     investment grade debt securities, securities convertible into common stocks
     and preferred stocks.

  Principal Investment Strategies

o    Under normal circumstances, the Portfolio invests at least 65% of its total
     assets in fixed income  securities  of various  types.  At least 20% of the
     Portfolio's  assets must be invested in any combination of investment grade
     securities, U.S. Government securities and cash equivalents.

o    The Sub-Adviser will actively manage the Portfolio and seek unusual values,
     particularly in lower-rated debt securities,  some of which are convertible
     into common stocks or have warrants to purchase common stocks.

o    Capital appreciation and current income are important considerations in the
     selection of portfolio securities.

o    The Portfolio may invest  substantially  in lower-rated  bonds (junk bonds)
     for their higher yields which entail greater risks.

o    The Portfolio  normally invests in long-term debt securities when Portfolio
     management  believes that  interest  rates in the long run will decline and
     prices of such securities generally will be high. When Portfolio management
     believes that long-term interest rates will rise, it will endeavor to shift
     the Portfolio into short-term debt.

  Principal Risks

  The principal risks of investing in the Portfolio are:

o    Lower  quality,  higher-yielding,  bonds  (junk  bonds)  may have a greater
     potential  return than higher  quality bonds but also have a higher risk of
     default.

o    the risk that an issuer of a fixed income  security  owned by the Portfolio
     may be unable to make interest or principal payments.

o    the risk that  fluctuations  in interest  rates may affect the value of the
     Portfolio's interest-paying fixed income securities.

o    the  risk  that the  holder  of a  mortgage  underlying  a  mortgage-backed
     security owned by the Portfolio will prepay principal,  particularly during
     periods of declining interest rates.

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.


  Mid-Cap Value Portfolio.

  Investment Objective

o    The Mid-Cap Value Portfolio seeks capital appreciation through investments,
     primarily in equity securities, which are believed to be undervalued in the
     marketplace.

  Principal Investment Strategies

o    The Portfolio  invests  primarily in common  stocks,  including  securities
     convertible  into common  stocks,  of  companies  with good  prospects  for
     improvement  in  earnings  trends  or asset  values  that are not yet fully
     recognized in the investment community.

o    The Portfolio  normally invests at least 65% of its total assets in mid-cap
     companies  (companies whose outstanding equity securities have an aggregate
     market value of between $500 million and $10 billion.)

o    The Portfolio  normally will be diversified among many issues  representing
     many different industries.

o    The  holdings  in the  portfolio  typically  will  be  selected  for  their
     potential for significant market  appreciation from growing  recognition of
     substantial  improvement in the company's  financial  results or increasing
     anticipation of such improvement.

  Principal Risks

  The principal risks of investing in the Portfolio are:

o    Investments  in small to medium sized  companies may produce higher returns
     than  investments  in  companies  with  larger  capitalizations;   however,
     companies  with smaller  capitalizations  may have a higher risk of failure
     than larger companies.

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    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.




<PAGE>



  Large Cap Research Portfolio.

  Investment Objective

o    The Large Cap  Research  Portfolio  seeks  growth of capital  and growth of
     income consistent with reasonable risk.

  Principal Investment Strategies

o    To pursue its goal,  the  Portfolio  purchases  primarily  stocks of large,
     seasoned,  U.S. and multinational  companies which the portfolio manager or
     Sub-Adviser believes are undervalued.

o    The  Portfolio  will  normally  invest at least 65% of its total  assets in
     large-cap  companies with good prospects for improvement in earnings trends
     or asset values.

o    The Portfolio  focuses more on capital  growth and growth of income than on
     current income.

o    The Portfolio will be comprised of the equity  securities of many companies
     that are undervalued or out of current investment favor.

o    The Portfolio  will be  diversified  among many issuers  representing  many
     different industries.

  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.


  Developing Growth Portfolio.
  Investment Objective

o    The Developing Growth Portfolio seeks long-term growth of capital through a
     diversified and actively-managed  portfolio consisting of developing growth
     companies, many of which are traded over the counter.


  Principal Investment Strategies

o    The  Portfolio  normally  will  invest at least 65% of its total  assets in
     securities of smaller  companies  considered to be in the developing growth
     phase which is one generally characterized by a dramatic rate of growth.

o    The Portfolio also may invest in companies in their formative stage.

o    In selecting securities for the Portfolio,  the management of the Portfolio
     looks at:

       o   special characteristics that it believes will help their growth;

       o   certain financial characteristics; and

       o   certain  characteristics  of  management  of  companies  that  it  is
           considering,  in addition to those that are implied by the  financial
           data.

   o The  securities   selected  for  the  Portfolio  are  analyzed   solely  on
     traditional  investment   fundamentals  and  not  on  trends  indicated  by
     technical analyses.

  Principal Risks

  The principal risks of investing in the Portfolio are:

   o   Investments in small to medium sized companies may produce higher returns
       than  investments  in  companies  with larger  capitalizations;  however,
       companies with smaller  capitalizations may have a higher risk of failure
       than larger companies.

   o   Growth-style investing:  Different types of stocks tend to shift into and
       out of favor with stock market investors depending on market and economic
       conditions.  Because the Portfolio  focuses on growth-style  stocks,  the
       Portfolio's  performance  may at  times  be  better  or  worse  than  the
       performance  of stock funds that focus on other types of stocks,  or that
       have a broader investment style.

   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.


  Lord Abbett Growth and Income Portfolio.

  Investment Objective

   o   The Lord Abbett Growth and Income  Portfolio  seeks to achieve  long-term
       growth of capital  and income  without  excessive  fluctuation  in market
       value.



<PAGE>


  Principal Investment Strategies

   o   The  Portfolio  intends to keep its assets  invested in those  securities
       which are selling at reasonable prices in relation to value.

   o   The Portfolio will normally invest in common stocks, including securities
       convertible into common stocks, of large, seasoned U.S. and multinational
       companies which the Sub-Adviser believes are 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   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.

   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.


Bar Charts and Tables

The following  tables and charts are provided to illustrate  the  variability of
the investment returns that each Portfolio shown below has earned in the past.

o    Average annual total return measures a 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 a
     Portfolio's historic highs and lows.

o    In general,  as reflected in this section,  Portfolios  with higher average
     annual total returns tend to be more volatile.

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

o    Certain Portfolios have commenced investment operations relatively recently
     and consequently there is only a limited performance history shown below. A
     longer  history might give a clearer  indication  of the risks  involved in
     investing in the Portfolios.

o    The Lord Abbett Growth and Income Portfolio commenced investment operations
     on January 8, 1999. Therefore, a bar chart and annual return table have not
     been included for this Portfolio.


Quality Bond Portfolio.

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

               1997    9.06%
               1998    8.37%
               1999   -1.54%

Best Quarter: 3rd qtr `96     4.15%
Worst Quarter: 2nd qtr `99  -1.46%
<TABLE>
<CAPTION>

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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>
Portfolio average                  -1.54%           5.79%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad
Investment Grade Bond Index        -0.84%           6.43%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The   Salomon   Brothers   Broad   Investment   Grade  Bond  Index  (BIG)  is  a
market-capitalized weighted index which includes fixed-rate Treasury, government
sponsored,  corporate  (Baa3/BBB or better) and mortgage  securities.  The Index
does not reflect any expenses.


Small Cap Stock Portfolio.

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

               1997    20.89%
               1998    -5.40%
               1999    44.56%

Best Quarter: 4th qtr `99      35.13%
Worst Quarter: 3rd qtr `98  -21.49%

<TABLE>
<CAPTION>

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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>
Portfolio average                  44.56%          17.30%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index                 21.26%          10.87%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Russell 2000 Index is an unmanaged  index  consisting  of the stocks of 2000
U.S.-based  companies.  The Index does not include  fees or expenses  and is not
available for direct investment.


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.


Select Equity Portfolio.

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

               1997   31.55%
               1998   22.56%
               1999    9.71%

Best Quarter: 4th qtr `98     21.63%
Worst Quarter: 2nd qtr `99  -12.95%
<TABLE>
<CAPTION>


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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>
Portfolio average                   9.71%          19.44%
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.


International Equity Portfolio.

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

               1997    5.96%
               1998   14.07%
               1999   28.52%

Best Quarter: 4th qtr `98      19.07%
Worst Quarter: 3rd qtr `98  -16.54%
<TABLE>
<CAPTION>


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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>
Portfolio average                  28.52%          15.26%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital
International Europe, Asia,
and Far East (EAFE) Index          27.30%          13.64%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Morgan Stanley Capital International  Europe,  Australia and Far East (EAFE)
Index is an unmanaged index and is an aggregate of 15 individual country indexes
that  collectively  represent many of the major markets of the world.  The Index
does not include fees or expenses and is not available for direct investment.




Bond Debenture Portfolio.

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

               1997   15.63%
               1998    6.26%
               1999    3.40%

Best Quarter: 2nd qtr `97     6.25%
Worst Quarter: 3rd qtr `98  -4.31%

<TABLE>
<CAPTION>

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

                                               Since May 1, 1996
                               One Year Ended  (Date of initial
                                  12/31/99     public offering)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>
Portfolio average                   3.40%          10.32%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate           1.87%           6.37%
Bond Index
First Boston High Yield Index       3.28%           6.98%
------------------------------------------------------------------------------------------------------------------------------------

Merrill Lynch
Convertible Index                  44.31%          20.23%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The First  Boston  High Yield  Index is  representative  of the lower rated debt
(including  straight-preferred stocks) investments in the portfolio. The Merrill
Lynch Convertible Index is  representative of the  equity-related  securities in
the portfolio. The Lehman Brothers Aggregate Bond Index is an unmanaged index of
average yield U.S. investment grade bonds.


Mid-Cap Value Portfolio.

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

               1998    1.11%
               1999    5.71%

Best Quarter: 2nd qtr `99     16.83%
Worst Quarter: 3rd qtr `98  -17.02%
<TABLE>
<CAPTION>


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

                                                Since Aug. 20,
                                                 1997 (Date of
                               One Year Ended    commencement
                                  12/31/99      of operations)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>
Portfolio average                   5.71%           4.95%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Russell MidCap Index               17.71%          14.77%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Russell Midcap Index measures the performance of the 800 smallest securities
in the Russell 1000 Index, which represent approximately 35% of the total market
capitalization. The Index does not reflect any expenses. The Index is shown from
the first full month since the Portfolio's inception.




Large Cap Research Portfolio.

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

               1998   21.04%
               1999   25.54%

Best Quarter: 4th qtr `98      19.72%
Worst Quarter: 3rd qtr `98  -12.37%

<TABLE>
<CAPTION>

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

                                                Since Aug. 20,
                                                 1997 (Date of
                               One Year Ended    commencement
                                  12/31/99      of operations)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>
Portfolio average                  25.54%          18.96%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Standard & Poor's 500
Stock Index                        21.04%          23.05%
------------------------------------------------------------------------------------------------------------------------------------

S&P 500/BARRA
Value Index                         9.81%          15.41%
</TABLE>

The S&P 500 Index is an unmanaged  index  consisting of the stocks of 500 of the
largest U.S.-based  companies.  The S&P 500/BARRA Value Index contains companies
(representing  approximately  50% of the S&P 500's market  capitalization)  with
lower  price-to-book  ratios.  These Indices do not include fees or expenses and
are not available for direct investment.  These Indices are shown from the first
full month since the Portfolio's inception.


Developing Growth Portfolio.

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

               1998    6.60%
               1999   32.47%

Best Quarter: 4th qtr `98     26.01%
Worst Quarter: 3rd qtr `98  -21.82%
<TABLE>
<CAPTION>


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

                                                Since Aug. 20,
                                                 1997 (Date of
                               One Year Ended    commencement
                                  12/31/99      of operations)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>
Portfolio average                  32.47%          18.35%
annual total return
------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index                 21.26%           8.87%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Russell 2000 Index is an unmanaged index of 2000 small company  stocks.  The
Index is shown from the first full month since the Portfolio's inception.



DESCRIPTION OF THE PORTFOLIOS

Each  Portfolio  of the Trust has its own  investment  objective.  Except  where
otherwise noted, these objectives may be changed without  shareholder  approval.
Since investment in any Portfolio involves both opportunities for gain and risks
of loss, we cannot give you  assurance  that the  Portfolios  will achieve their
objectives.  You should carefully review the objectives and investment practices
of the Portfolios and consider your ability to assume the risks involved  before
allocating payments to particular Portfolios.

While certain of the investment  techniques,  instruments  and risks  associated
with each 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 a Portfolio may be exposed. Further, the
Portfolios  may change their  investment  practices at any time without  notice,
except for those  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.

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

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


Principal Investment Strategies
Portfolios Managed by J.P. Morgan Investment Management Inc.:

Quality Bond Portfolio.
The  Portfolio is designed for  investors who seek a total return over time that
is  higher  than that  generally  available  from a  portfolio  of  shorter-term
obligations  while  recognizing  the greater price  fluctuation  of  longer-term
obligations.

The Sub-Adviser  actively  manages the Portfolio's  duration,  the allocation of
securities  across  market  sectors,  and the  selection of specific  securities
within sectors. Based on fundamental, economic and capital markets research, the
Sub-Adviser  adjusts the duration of the Portfolio in light of market conditions
and the Sub-Adviser's  interest rate outlook. For example, if interest rates are
expected to fall,  the  duration  may be  lengthened  to take  advantage  of the
expected  associated  increase in bond prices. The Sub-Adviser  selects specific
securities which it believes are undervalued for purchase using:

o    advanced quantitative tools

o    analysis of credit risk

o    the expertise of a dedicated trading desk

o    the judgment of fixed income portfolio managers and analysts

Duration is a measure of the weighted  average maturity of the bonds held in the
Portfolio  and can be used as a measure of the  sensitivity  of the  Portfolio's
market value to changes in interest rates. Under normal market  conditions,  the
Portfolio's  duration  will range  between one year  shorter and one year longer
than the  duration  of the U.S.  investment  grade  fixed  income  universe,  as
represented  by  Salomon   Brothers  Broad  Investment  Grade  Bond  Index,  the
Portfolio's  benchmark.  Currently,  the benchmark's duration is approximately 5
years.  The  maturities of the  individual  securities in the Portfolio may vary
widely, however.

The  Portfolio  may invest in a broad range of debt  securities  of domestic and
foreign  issuers.  These  securities will be of various types and maturities and
will include:

o    debentures

o    notes

o    mortgage securities

o    equipment trust certificates

o    zero coupon securities

o    other collateralized securities

Collateralized  securities  are  backed  by a pool of  assets  such as  loans or
receivables  which  generate  cash  flow  to  lower  the  payments  due  on  the
securities.

The  Portfolio  may  invest  in  obligations  issued or  guaranteed  by the U.S.
Government  and  backed  by the full  faith  and  credit  of the  United  States
including

o    Treasury securities

o    GNMA Certificates

o    Obligations of the Farmers Home Administration and the Export Import Bank

The  Portfolio  may also  invest in  obligations  issued or  guaranteed  by U.S.
Government  agencies  or   instrumentalities   where  the  Portfolio  must  look
principally to the issuing or guaranteeing agency for ultimate  repayment.  Some
examples of agencies or  instrumentalities  issuing  these  obligations  are the
Federal Farm Credit System, the Federal Home Loan Banks and the Federal National
Mortgage  Association.  Although these governmental  issuers are responsible for
payments on their obligations, they do not guarantee their market value.

The Portfolio may also invest in

o    municipal obligations that have been issued on a taxable basis or that have
     an attractive yield excluding tax considerations

o    debt securities of foreign governments and governmental entities

It is a current policy of the Portfolio that under normal circumstances at least
65% of its total assets will consist of securities  that are rated at least A by
Moody's  or S&P or that are  unrated  and in the  Sub-Adviser's  opinion  are of
comparable  quality.  In the  case of 30% of the  Portfolio's  investments,  the
Portfolio may purchase debt  securities  that are rated Baa or better by Moody's
or BBB or better by S&P or are unrated and in the  Sub-Adviser's  opinion are of
comparable  quality.  The remaining 5% of the Portfolio's assets may be invested
in debt securities that are rated Ba or better by Moody's or BB or better by S&P
or are  unrated and in the  Sub-Adviser's  opinion  are of  comparable  quality.
Securities rated Baa by Moody's or BBB by S&P are considered  investment  grade,
but have some speculative characteristics.  Securities rated Ba by Moody's or BB
by S&P are below  investment  grade and considered to be speculative with regard
to payment of interest and principal.

Small Cap Stock Portfolio.
The  Portfolio is designed for  investors who are willing to assume the somewhat
higher risk of  investing in small  companies  in order to seek a higher  return
over time than might be expected from a portfolio of stocks of large  companies.
The  Portfolio  may also serve as an efficient  vehicle to diversify an existing
portfolio by adding the equities of smaller U.S.  companies.  The small  company
holdings of the Portfolio are primarily  companies  included in the Russell 2000
Index.

The Sub-Adviser  seeks to enhance the Portfolio's  total return relative to that
of the U.S. small company  universe.  To do so, the  Sub-Adviser  uses research,
valuation and a stock selection process. The Sub-Adviser continually screens the
universe of small  capitalization  companies  to identify  for further  analysis
those companies which exhibit favorable  characteristics such as significant and
predictable cash flow and high quality management. Based on fundamental research
and using a dividend  discount  model,  the  Sub-Adviser  ranks these  companies
within economic sectors  according to their relative value. The Sub-Adviser then
selects for purchase the most attractive companies within each economic sector.

The Sub-Adviser  uses a stock  selection  process to seek to enhance returns and
reduce  volatility in the market value of the Portfolio  relative to that of the
U.S. small company universe.  The Sub-Adviser  believes that under normal market
conditions,  the Portfolio will have sector weightings comparable to that of the
U.S. small company  universe,  although it may moderately  under- or over-weight
selected  economic  sectors.  In addition,  the Sub-Adviser buys stocks that are
identified  as  undervalued   and  considers   selling  them  when  they  appear
overvalued.

The Portfolio's net assets invested in equity  securities will consist of common
stocks  and other  securities  with  equity  characteristics  such as  preferred
stocks,  warrants,  rights and convertible  securities.  The Portfolio's primary
equity  investments  are the common  stocks of small U.S.  companies  and,  to a
limited extent, similar securities of foreign corporations.  The common stock in
which the Portfolio may invest  includes the common stock of any class or series
or any similar equity interest,  such as trust or limited partnership interests.
These equity  investments  may or may not pay dividends and may or may not carry
voting  rights.  The  Portfolio  invests in  securities  listed on a  securities
exchange  or traded in an  over-the-counter  market,  and may  invest in certain
restricted or unlisted securities.

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.

Select Equity 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 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  primarily
included  in  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.  The
Sub-Adviser may under- or over-weight  selected economic sectors against the S&P
500's  sector  weightings  to seek to enhance the  Portfolio's  total  return or
reduce  fluctuations  in market  value  relative  to 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,  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 primarily consist of stocks of companies from the
first and second quintiles.

International Equity Portfolio.
The  Portfolio  seeks  to  achieve  its  investment  objective  through  country
allocation, stock selection and management of currency exposure. The Sub-Adviser
uses a disciplined portfolio construction process to seek to enhance returns and
reduce  volatility in the market value of the Portfolio  relative to that of the
EAFE Index.

Based  on  fundamental  research,   quantitative   valuation   techniques,   and
experienced judgment, the Sub-Adviser uses a structured  decision-making process
to allocate the Portfolio  primarily across the developed countries of the world
outside the United States by under- or over-weighting  selected countries in the
EAFE Index.

Using a  dividend  discount  model and based on  analysts'  industry  expertise,
securities  within each country are ranked within economic sectors  according to
their relative  value.  Based on this  valuation,  the  Sub-Adviser  selects the
securities  which appear the most attractive for the Portfolio.  The Sub-Adviser
believes  that  under  normal  market  conditions,  economic  sector  weightings
generally will be similar to those of the EAFE Index.

Finally, the Sub-Adviser actively manages currency exposure, in conjunction with
country and stock allocation,  in an attempt to protect and possibly enhance the
Portfolio's  market value.  Through the use of forward foreign currency exchange
contracts,   the  Sub-Adviser  will  adjust  the  Portfolio's  foreign  currency
weightings  to reduce its exposure to  currencies  deemed  unattractive  and, in
certain  circumstances,  increase exposure to currencies deemed  attractive,  as
market conditions warrant, based on fundamental research, technical factors, and
the judgment of a team of experienced currency managers.

The Portfolio's  assets in equity  securities of foreign issuers will consist of
common stocks and other securities with equity characteristics such as preferred
stock, warrants,  rights and convertible  securities.  The common stock in which
the Portfolio may invest includes the common stock of any class or series or any
similar  equity  interest such as trust or limited  partnership  interests.  The
Portfolio  may also  invest in  securities  of  issuers  located  in  developing
countries.  The Portfolio  invests in  securities  listed on foreign or domestic
securities   exchanges   and   securities   traded  in   foreign   or   domestic
over-the-counter  markets,  and may invest in  certain  restricted  or  unlisted
securities.

Portfolios Managed by Lord, Abbett & Co.:

Bond Debenture Portfolio.
It is the belief of the Portfolio's management that a high total return (current
income  and  capital  appreciation)  may be  derived  from an  actively-managed,
diversified  debt-  security  portfolio.  The Portfolio  seeks  unusual  values,
particularly in lower-rated debt securities,  some of which are convertible into
common stocks or have warrants to purchase common stocks.

Higher yield on debt  securities  can occur during periods of inflation when the
demand for  borrowed  funds is high.  Also,  buying  lower-rated  bonds when the
credit risk is above average but, in the view of Portfolio management, likely to
decrease, can generate higher yields. Such debt securities normally will consist
of

o    secured debt obligations of the issuer (i.e., bonds)

o    general unsecured debt obligations of the issuer (i.e., debentures) and

o    debt securities  which are subordinate in right of payment to other debt of
     the issuer.

Capital appreciation potential is an important consideration in the selection of
portfolio securities. Capital appreciation may be obtained by

o    investing in debt  securities  when the trend of interest rates is expected
     to be down;

o    investing in convertible  debt  securities or debt securities with warrants
     attached entitling the holder to purchase common stock; and

o    investing in debt securities of issuers in financial  difficulties when, in
     the  view  of  Portfolio  management,  the  problems  giving  rise  to such
     difficulties can be successfully resolved, with a consequent improvement in
     the credit standing of the issuers (such investments involve  corresponding
     risks  that  interest  and  principal  payments  may  not be  made  if such
     difficulties are not resolved).

In no event will the  Portfolio  invest more than 10% of its gross assets at the
time of  investment  in debt  securities  which are in default as to interest or
principal.

The Portfolio must keep at least 20% of the value of its total assets in

o    debt securities which, at the time of purchase, are rated within one of the
     four highest grades determined either by Moody's or S&P,

o    debt securities issued or guaranteed by the U.S. Government or its agencies
     or instrumentalities,

o    cash or cash equivalents (short-term obligations of banks,  corporations or
     the U.S. Government), or

o    a combination of any of the foregoing

The Portfolio may invest up to 20% of its net assets,  at market value,  in debt
securities primarily traded in foreign countries -- such foreign debt securities
normally will be limited to issues where there does not appear to be substantial
risk of  nationalization,  exchange  controls,  confiscation or other government
restrictions.

Subject  to  the  percentage  limitations  for  purchases  of  other  than  debt
securities  described  below,  the Portfolio  may purchase  common and preferred
stocks.

The Portfolio  may hold or sell any property or  securities  which it may obtain
through  the  exercise  of  conversion  rights or warrants or as a result of any
reorganization,  recapitalization  or liquidation  proceedings for any issuer of
securities owned by it. In no event will the Portfolio  voluntarily purchase any
securities  other  than debt  securities,  if, at the time of such  purchase  or
acquisition,  the  value  of  the  property  and  securities,  other  than  debt
securities,  in the  Portfolio  is  greater  than 20% of the  value of its gross
assets.

The Portfolio may invest  substantially  in  lower-rated  bonds for their higher
yields which entail greater risks. Since the risk of default generally is higher
among lower-rated  bonds, the research and analysis performed by the Sub-Adviser
are especially  important in the selection of such bonds,  which, if rated BB/Ba
or lower,  often are described as "high-yield  bonds" because of their generally
higher  yields and referred to  colloquially  as "junk  bonds"  because of their
greater risks. In selecting  lower-rated  bonds for investment,  the Sub-Adviser
does not rely upon  ratings,  which  evaluate  only the safety of principal  and
interest,  not market value risk,  and which,  furthermore,  may not  accurately
reflect an issuer's current financial condition. The Portfolio does not have any
minimum  rating  criteria  for its  investments  in bonds and some  issuers  may
default as to principal and/or interest  payments  subsequent to the purchase of
their securities.  Through portfolio  diversification,  good credit analysis and
attention  to current  developments  and trends in interest  rates and  economic
conditions,  investment risk can be reduced, although there is no assurance that
losses will not occur.

The Portfolio may invest in the securities markets of foreign countries.

Mid-Cap Value Portfolio.
Under normal  circumstances,  at least 65% of the Portfolio's  total assets will
consist of investments in mid-cap companies, determined at the time of purchase.
"Mid-cap"  companies are defined for this purpose as companies whose outstanding
equity securities have an aggregate market value of between $500 million and $10
billion.

Selection  of  stocks  is based on  appreciation  potential,  without  regard to
current  income.  The holdings in the Portfolio  typically  will be selected for
their potential for significant market  appreciation from growing recognition of
substantial  improvement  in  the  company's  financial  results  or  increasing
anticipation of such improvement. This potential may derive from such factors as

o    changes in the economic and financial environment,

o    new or improved products or services,

o    new or rapidly expanding markets,

o    changes in management or structure of the company,

o    price increases due to shortages of resources or productive capacity,

o    improved  efficiencies  resulting  from  new  technologies  or  changes  in
     distribution or

o    changes in  governmental  regulations,  political  climate  or  competitive
     conditions.

The companies  represented will have a strong or, in the perception of Portfolio
management,  an improving financial position. The outstanding stock of companies
in the Portfolio ordinarily will have an aggregate market value of not less than
approximately  $50 million.  At the time of purchase,  the stocks may be largely
neglected by the investment community or, if widely followed, they may be out of
favor or at least  controversial.  Characteristically,  the  Portfolio  will not
carry a large cash position as an investment  strategy.  While the Portfolio may
take short-term  gains if deemed  appropriate,  normally the Portfolio will hold
securities in order to realize long-term capital gains. The Portfolio may invest
up to 10% of its net assets in securities  (of the type  described  above) which
are primarily traded in foreign countries.

Large Cap Research Portfolio.
The Portfolio will invest in companies on the basis of the fundamental  economic
and  business  factors  (such  as  government,  fiscal  and  monetary  policies,
employment levels, demographics,  retail sales and market share) which Portfolio
management  believes will affect future earnings and which Portfolio  management
believes are the primary  factors  determining  the future  market  valuation of
stocks. Although the prices of common stocks fluctuate and their dividends vary,
historically,  common stocks have  appreciated in value and their dividends have
increased when the companies they represent have prospered and grown.

In seeking to fulfill  its  objective,  the  Portfolio  will invest also in both
small and middle-sized  companies, as measured by the value of their outstanding
stock guided by the policies mentioned herein.

Portfolio management  concentrates its research and stock selection on companies
that are undervalued or out of current  investment favor and thus the investment
portfolio  typically  will  encompass  less  market  risk  as  measured  by  its
price-to-normal   earnings  and  price-to-book  value  ratios.  The  Portfolio's
management process results in the sale of stocks that it judges to be overpriced
and  reinvestment in other  securities which it believes offer better values and
less market risk.

The  Portfolio  reflects  the  collective  judgment  of the Large  Cap  Research
Portfolio management team of the Sub-Adviser as to what securities represent the
greatest investment value, regardless of industry sector, market capitalization,
or Wall Street sponsorship. At the time of purchase, securities selected for the
Portfolio  may be largely  neglected by the  investment  community or, if widely
followed, they may be out of favor or at least controversial.

Up to 10% of the  Portfolio's  net  assets  (at the time of  investment)  may be
invested in foreign  securities (of the type described  herein) primarily traded
in foreign countries.

The  Portfolio may invest in  closed-end  investment  companies if bought in the
secondary market with a fee or commission no greater than the customary broker's
commission  in  compliance  with  applicable  law.  Shares  of  such  investment
companies  sometimes  trade at a discount  or premium in  relation  to their net
asset value and there may be  duplication  of fees,  for example,  to the extent
that  the  Portfolio  and  the  closed-end  investment  company  both  charge  a
management fee.

Neither an issuer's  ceasing to be rated investment grade nor a rating reduction
below that grade will require elimination of a bond from the Portfolio.

Developing Growth Portfolio.
The Portfolio's present investment strategy, as developed by the Sub-Adviser, is
based on the four phases of  corporate  growth.  As  described  below,  only the
second (or  developing  growth)  phase is  characterized  by a dramatic  rate of
growth.  The management of the Portfolio  looks for companies in that phase and,
under normal  circumstances,  will invest at least 65% of the Portfolio's  total
assets  in  securities  of such  companies.  The  Portfolio  also may  invest in
companies which are in their formative  phase.  Developing  growth companies are
almost  always small,  usually young and their shares are generally  traded over
the counter. Having, in the view of Portfolio management, passed the pitfalls of
the formative years, they are now in a position to grow rapidly in their market.

The Four Phases of Business Growth
(as perceived by the Sub-Adviser)
Phase 1 --  Formative:  Phase 1 has  high  risk.  Companies  in this  phase  are
formative  and the perils of infancy take a high toll during these years.  Skill
of  management  and growth of revenues  and  earnings  permit some  companies to
survive and advance into the second phase.

Phase 2 -- Developing Growth:  Phase 2 usually is a period of swift development,
when growth occurs at a rate rarely  equaled by  established  companies in their
mature years.  The  management of the  Portfolio  focuses on companies  which it
believes are strongly  positioned in this phase. Of course, the actual growth of
a company cannot be foreseen and it may be difficult to determine in which phase
a company is presently situated.

Phase 3 --  Established  Growth:  Phase 3 is a time of  established  growth when
competitive  forces,  regulations and internal  bureaucracy often begin to blunt
the sharp edge of success in the marketplace.

Phase 4 -- Maturity:  Phase 4 is a time of maturity when  companies  ease into a
growth pattern that roughly reflects the increase in Gross Domestic Product.

At any given time,  there are many hundreds of  publicly-traded  corporations in
the developing growth phase. In choosing from among them,  Portfolio  management
looks for special characteristics that will help their growth. These can include

o    a unique product or service for which management foresees a rising demand;

o    a special area of technological expertise;

o    the ability to service a region that is growing faster than average;

o    a  competitive  advantage  or new  opportunities  in foreign  trade or from
     shifts in government priorities and programs;

o    or an  ability  to take  advantage  of growth of  consumers'  discretionary
     income and demographic changes.

The management of the Portfolio also looks for certain financial characteristics
such as:

o    at least five years of higher-than-average  growth of revenues and earnings
     per share;

o    higher-than-average returns on equity;

o    ability  to  finance  growth in the form of a  lower-than-average  ratio of
     long-term debt to capital and price/earnings ratios that are below expected
     growth rates.

Securities being considered for the Portfolio are analyzed solely on traditional
investment  fundamentals.  In addition to the financial data already  mentioned,
the management of the Portfolio evaluates the market for

o    each company's products or services,

o    the strengths and weaknesses of competitors,

o    the availability of raw materials,

o    diversity of product mix, etc.

Finally, in assembling the investment portfolio, the management of the Portfolio
tries to  diversify  the  Portfolio's  investments.  Within  the bounds of other
criteria, the management of the Portfolio tries to invest in many securities and
industries so that any misjudgments it might make are adequately cushioned.

Lord Abbett Growth and Income Portfolio.
The Portfolio  intends to keep its assets invested in those securities which are
selling at reasonable  prices in relation to value and, to do so, it may have to
forego  some  opportunities  for  gains  when,  in  the  judgment  of  Portfolio
management , they carry excessive risk.

The  Portfolio  will try to  anticipate  major changes in the economy and select
stocks which it believes will benefit most from these changes.

The Portfolio  will  normally  invest in common  stocks.  Although the prices of
common stocks  fluctuate and their dividends vary,  historically,  common stocks
have  appreciated in value and their dividends have increased when the companies
they represent have prospered and grown.

The Portfolio constantly seeks to balance the opportunity for profit against the
risk of loss. In the past,  very few industries have  continuously  provided the
best investment  opportunities.  The Portfolio will take a flexible approach and
adjust the Portfolio to reflect changes in the opportunity for sound investments
relative to the risks  assumed.  Therefore,  the Portfolio will sell stocks that
are judged to be overpriced and reinvest the proceeds in other  securities which
are believed to offer better values for the Portfolio.

The  Portfolio  will not purchase  securities  for trading  purposes.  To create
reserve  purchasing  power  and  also  for  temporary  defensive  purposes,  the
Portfolio may invest in straight bonds and other fixed-income securities.


Principal Risks

o    Market Risks. All securities have market risk. The  Sub-Advisers  invest 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    Smaller Companies.  Investment in the stocks of smaller companies has risks
     in addition to the risk of investing in any stocks.  Smaller companies have
     less  capitalization  than larger  companies and a greater risk of failing.
     Smaller  companies  may be  less  diversified  than  larger  companies  and
     therefore  may be more at risk  from  economic  changes  that  affect  only
     specific  industries or markets.  The securities of small  companies may be
     subject to more volatile market  movements than securities of larger,  more
     established  companies.  Smaller  companies may have limited product lines,
     markets or financial resources,  and they may depend upon a limited or less
     experienced management group.

o    Purchasing for Value. When a 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.  A 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  a  Portfolio.  Leverage  may
     exaggerate  losses  of  principal.   The  amount  of  gains  or  losses  on
     investments  in futures  contracts  depends on a  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.  A
     Portfolio may incur additional costs in handling foreign  securities,  such
     as increased sales costs and custody costs.

o    Emerging Market Countries.  The risks associated with investment in foreign
     securities are heightened in connection with  investments in the securities
     of issuers in emerging  markets  countries,  as these markets are generally
     more volatile than the markets of developed countries.

o    Mortgage-Backed  Securities.  There  is a  risk  for a  Portfolio  when  it
     purchases  mortgage-backed  securities.   Under  these  arrangements,   the
     Portfolio  acquires  an  interest  in a pool of  loans  and  the  mortgages
     securing those loans. As the borrowers make principal and interest payments
     on the loans, the Portfolio  receives a share of those payments.  The value
     of the interests in these pools will go up and down as interest rates go up
     and down in the same manner as bonds.  In addition,  however,  the value is
     reduced  if  the  borrowers   repay  the  loans  earlier  than   predicted,
     particularly  when the  interest  rates on the repaid loans are higher than
     current  interest  rates  being paid for new loans that would  replace  the
     repaid  loans.  The value of the interests is also reduced if the borrowers
     default on the loans and the mortgaged  property,  collateral  and/or other
     guarantees  securing the loans are not  sufficient  to cover the amounts in
     default.

 o   Repurchase  Agreements.  Under a repurchase  agreement  the purchaser
     acquires a debt  instrument  for a  relatively  short  time.  The seller of
     the debt instrument agrees to repurchase the instrument and the  purchaser
     agrees to resell  the  instrument  at a fixed price and time.  Repurchase
     agreements  give the  Portfolio  the potential for  increased  returns, but
     also have similar  market risks to those of investing in mortgage dollar
     roll  transactions described  below.  If the  value  of the  security that
     will be repurchased  increases above the repurchase  price, the Portfolio
     will benefit. However, if the value goes down, the Portfolio will be
     purchasing  a security at a price  higher than its value.  In addition
     in a  repurchase  agreement,  there is a risk  that the other party will
     refuse to resell the  security at the end of the transaction  period. The
     purchaser  receives  collateral from the seller to back up the seller's
     agreement to repurchase;  however, there is a risk that the  collateral
     may not be worth the amount paid by the purchaser for the instrument.  The
     purchaser may also have difficulty selling the collateral.

o    Mortgage Dollar Roll  Transactions.  Mortgage dollar roll transactions have
     risks that are  similar to those of reverse  repurchase  agreements.  These
     transactions  can increase the return of a Portfolio if the market value of
     the security sold by the Portfolio goes up to a price higher than the price
     at which the Portfolio can repurchase the security.  However, if the market
     value goes down,  the  Portfolio  will be  purchasing a security at a price
     that is higher than its market value.

o    Borrowing.  All of  the  Portfolios  may  borrow  money  for  temporary  or
     emergency purposes. Certain Portfolios may engage in borrowing by investing
     in dollar roll transactions,  repurchase  agreements or similar securities.
     Certain Portfolios may borrow money or securities to increase the return on
     a Portfolio.  Borrowing  money or  securities  increases  the assets that a
     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    Below Investment  Grade Bonds or Junk Bonds.  Investing in below investment
     grade bonds,  such as the lower quality,  higher yielding bonds called junk
     bonds, can increase the risks of loss for a Portfolio. Junk bonds are bonds
     that are issued by small  companies  or companies  with  limited  assets or
     short  operating  histories.  These  companies  are more  likely  than more
     established  or  larger  companies  to  default  on the  bonds  and not pay
     interest or pay back the full  principal  amount.  Third parties may not be
     willing to purchase the bonds from the Portfolios,  which means they may be
     difficult  to sell and some may be  considered  illiquid.  Because of these
     risks, the companies  issuing the junk bonds pay higher interest rates than
     companies  issuing higher grade bonds.  The higher  interest rates can give
     investors a higher return on their investment.

o    Short  Sales.  Engaging in short sales of stock can  increase the losses of
     the Portfolio if the value of the stock increases before the Portfolio buys
     the stock to cover the short sale.

o    Illiquid and  Restricted  Securities.  All  Portfolios  may invest  certain
     percentages  of their assets in illiquid  securities  which are  securities
     which a  Portfolio  cannot  easily  sell or which it  cannot  sell  quickly
     (within seven days) without  taking a reduced price for them. Any 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-Advisers  more  time to  sell  illiquid  or  restricted
     securities  than it would take them to sell other  securities.  A 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 each
     Portfolio,  each Sub-Adviser may keep a portion of a Portfolio's  assets in
     cash or in  investments  that are as liquid  as cash  such as money  market
     mutual funds. The  Sub-Advisers  keep 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-Advisers have described their strategies for
     investing  the assets of each  Portfolio  under normal  market  conditions.
     Under extraordinary market,  economic,  political or other conditions,  the
     Sub-Advisers may not follow their 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 a Portfolio from achieving its investment goal.

o    Portfolio Turnover Rates. The rate of portfolio turnover is the annual
     amount, expressed as a percentage, of a 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 a
     Portfolio. Some of the Sub-Advisers may buy and sell securities for the
     Portfolios frequently, which increases a 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 each Portfolio's net asset value. The
     Sub-Advisers that actively trade Portfolio assets, expect 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 all of the
     Portfolios are 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 Portfolios 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 each Portfolio,  based on the investment  objectives
and policies of each Portfolio. The Adviser must develop a program for investing
the assets of each Portfolio that is consistent with the investment objective of
each Portfolio and that follows the policies and restrictions  that the Board of
Trustees  has set for the  Portfolios.  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 each  Portfolio  for
management of the net assets of the  Portfolio.  The Adviser  calculates the fee
based on the average daily net assets of each  Portfolio.  During 1999, the most
recent fiscal year of the  Portfolios,  each of the Portfolios  paid the Adviser
the following percentage of its average daily net assets as compensation for its
services as investment adviser to the Portfolios:



<PAGE>


     Bond Debenture                                  0.75%
     Quality Bond                                    0.54%
     International Equity.                           0.79%
     Select Equity.                                  0.67%
     Small Cap Stock                                 0.85%
     Large Cap Stock                                 0.65%
     Mid-Cap Value                                   1.00%
     Large Cap Research                              1.00%
     Developing Growth                               0.90%
     Lord Abbett Growth and Income                   0.65%

The  percentage of net assets paid to the Adviser as an investment  advisory fee
for each  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 a Portfolio:


                       Average Daily
Portfolio              Net Assets             % Per Annum

Bond Debenture         _______________        .75%

Quality Bond           First $75 million      .55%
                       Over $75 million       .50%

International          First $50 million      .85%
Equity                 Over $50 million       .75%

Select Equity          First $50 million      .75%
                       Over $50 million       .65%

Small Cap              _______________        .85%
Stock

Large Cap              _______________        .65%
Stock

Mid-Cap Value          _______________        1.00%

Large Cap              _______________        1.00%
Research

Developing             _______________        .90%
Growth

Lord Abbett            _______________        .65%
Growth and
Income Portfolio

Other Services and Expenses.  The Adviser is also  responsible for the operation
of each  Portfolio  and the  supervision  of others who provide  services to the
Portfolios 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  Portfolios.  The Adviser pays all ordinary office expenses for the Trust
and the  Portfolios.  The Adviser  also pays the  salaries  and costs of persons
employed by the  Adviser  who serve as  officers  or Trustees of the Trust.  The
Portfolios are  responsible for all of their own direct expenses such as fees of
custodians,  accountants,  transfer agents and unaffiliated Trustees.  Cova Life
and/or the Adviser and/or the  Sub-Adviser(s)  may at their discretion,  but are
not obligated to, assume all or any portion of Trust expenses.

Cova Financial Services Life Insurance Company, 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 Financial Services Life
Insurance   Company  is  obligated   to  provide  the  Adviser   with   adequate
capitalization   in  order  for  the  Adviser  to  meet  any   minimum   capital
requirements.   Cova  Financial  Services  Life  Insurance  Company  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 currently  reimburses the  Portfolios,  except the
Select Equity,  Small Cap Stock and  International  Equity  Portfolios,  for all
operating expenses (exclusive of the management fees) in excess of approximately
 .30% for the Mid-Cap Value,  Large Cap Research and Developing Growth Portfolios
and in excess of approximately  .10% for the other  Portfolios.  Prior to May 1,
1999, Cova had reimbursed  expenses in excess of approximately .10% with respect
to the Select  Equity,  Small Cap Stock,  International  Equity,  Mid-Cap Value,
Large Cap Research and Developing Growth Portfolios.


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  Portfolios  under  the
Investment Advisory Agreement.  The Adviser has contracted with the Sub-Advisers
listed  below to  provide  day-to-day  management  of the  assets of each of the
Portfolios.  Under the terms of the agreements  between each Sub-Adviser and the
Adviser,  the  Sub-Adviser  will develop a plan for investing the assets of each
Portfolio,  select the assets to be purchased and sold by each 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. Each Sub-Adviser follows the policies set by the Adviser and the
Board of Trustees for each of the Portfolios.

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


     Bond Debenture                                  0.50%

     Quality Bond                                    0.29%

     International Equity                            0.54%

     Select Equity                                   0.42%

     Small Cap Stock                                 0.60%

     Large Cap Stock                                 0.40%

     Mid-Cap Value                                   0.75%

     Large Cap Research                              .0.75%

     Developing Growth                               0.65%

The percentage of net assets paid to the Sub-Advisers as fees for their services
to each  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 terms of each  Sub-Advisory  Agreement,  the Adviser shall pay to each
Sub-Adviser,  as full  compensation for services rendered under the Sub-Advisory
Agreement with respect to each Portfolio,  monthly fees at the following  annual
rates based on the average daily net assets of each Portfolio:

                       Average Daily          Sub-Advisory
Portfolio              Net Assets             Fee

Bond Debenture         _______________        .50%

Quality Bond           First $75 million      .30%
                       Over $75 million       .25%

International          First $50 million      .60%
Equity                 Over $50 million       .50%

Select Equity          First $50 million      .50%
                       Over $50 million       .40%

Large Cap              _______________        .40%
Stock

Small Cap              _______________        .60%
Stock



<PAGE>


                       Average Daily          Sub-Advisory
Portfolio              Net Assets             Fee
Mid-Cap Value          _______________        .75%

Large Cap              _______________        .75%
Research

Developing Growth      _______________        .65%

Lord Abbett            _______________        .40%
Growth and Income

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  Quality  Bond,  International
Equity,  Select  Equity,  Large Cap Stock and Small Cap Stock  Portfolios of the
Trust.


Portfolio Managers
Quality Bond Portfolio

William G. Tennille, Vice President of the Sub-Adviser.  Mr. Tennille is a fixed
income  portfolio  manager for separately  managed accounts and commingled funds
with an emphasis on mortgage  securities and derivatives.  Prior to joining J.P.
Morgan in 1992, he managed a portfolio of mortgage  securities for Manufacturers
Hanover/Chemical Bank's proprietary account and investment portfolios at Deposit
Guarantee  National Bank, and First Florida Banks. Mr. Tennille has also managed
a regional sales and trading office for Donaldson,  Lufkin, & Jenrette.  He is a
graduate of the University of North Carolina.

James J. Dougherty, Vice President of the Sub-Adviser.  Mr. Dougherty is a fixed
income  portfolio  manager who leads the Fixed  Income  Strategy  Implementation
Group (SIG). Prior to his current  assignment,  Mr. Dougherty was co-Head of the
Mortgage  investment  team with  primary  responsibility  for asset  backed  and
commercial mortgage backed securities  investments.  Mr. Dougherty joined Morgan
in 1986 and worked in Equity Real Estate and Auditing prior to joining the Fixed
Income  group in 1992.  He holds a B.S. in finance  from  Boston  College and an
M.B.A. from New York University.

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.

International Equity Portfolio

Nigel F. Emmett,  Vice President of the  Sub-Adviser.  Mr. Emmett is a portfolio
manager with the Sub-Adviser's International Equity Group. He joined J.P. Morgan
in 1997.  Previously,  he was employed by Brown  Brothers  Harriman & Co. in New
York and Gartmore  Investment  in London.  He earned a B.A.  degree in Economics
from  Manchester  University,  is  an  Associate  Member  of  the  Institute  of
Investment Management and Research (AIMR), and is a Chartered Financial Analyst.

Paul  Quinsee,   Managing   Director  of  the  Sub-Adviser.   Mr.  Quinsee,   an
international  equity  portfolio  manager  and  Chairman  of  the  Sub-Adviser's
International  Equity Strategy Group,  relocated to the  Sub-Adviser's  New York
office  in  1996.  He  joined  the  Sub-Adviser's  London  office  in 1992 as an
international  portfolio manager.  Previously,  he spent five years as an equity
portfolio  manager with Citibank and two years with Schroder Capital  Management
in London.  Mr.  Quinsee has an honours degree from the University of Durham and
is an Associate of the Society of Investment Analysts.

Robert Stewart,  Vice President of the  Sub-Adviser.  Mr. Stewart is a portfolio
manager in the Sub-Adviser's  Currency Group. A J.P. Morgan employee since 1993,
Mr. Stewart worked initially in both the  Sub-Adviser's  Equity and Fixed Income
groups,  before  transferring to the Currency Group in 1995. Mr. Stewart holds a
B.S.c.  (Hons) in geography from the University of Southampton which he obtained
in 1991. He attended J.P. Morgan's  Investment  Management Training Program (NY)
in 1997.

Small Cap Stock Portfolio

Marian U. Pardo, Managing Director of the Sub-Adviser. Ms. Pardo is a
portfolio manager in the Small Cap Equity Group. She has been with
J.P. Morgan since 1968, having joined the investment management
business in 1980 as a research analyst. Ms. Pardo has held a number of
positions at J.P. Morgan including managing equity and convertible
funds and large-cap equity portfolios for individual clients and
institutional investors. Ms. Pardo is a graduate of Barnard College.

Alexandra  Wells,  Vice President of the  Sub-Adviser.  Ms. Wells is a portfolio
manager in the Small Cap Equity Group.  She joined J.P. Morgan in 1992 initially
working as an analyst in the Equity  Research  department  before  moving to the
Equity and Balanced Group as a portfolio  manager in 1995. Ms. Wells transferred
to  JPMIM  London  in  1997  where  she  spent  a year  as a  portfolio  manager
responsible  for US equities  before joining the Small Cap Equity Group in March
of 1998. Ms. Wells holds a BA in English and Economics from Smith College and an
MBA in Finance from the Stern School of Business at New York University.

Select Equity Portfolio

Thomas M. Luddy, Managing Director of the Sub-Adviser. Mr. Luddy is
Head of US Equity Research. A J.P. Morgan employee since 1976, Mr.
Luddy has held numerous key positions in the firm, including such
roles as, Global Head of Equity and Chief Investment Officer. He
started as an equity research analyst, becoming a portfolio manager in
1982 and has managed portfolios in his various roles for most of the
past 18 years. Mr. Luddy holds a B.S. in economics and mathematics
from St. Peter's College and an M.B.A. from the Wharton School of the
University of Pennsylvania. He is a Chartered Financial Analyst.

Peggy  Adams,  Vice  President  of the  Sub-Adviser.  Ms.  Adams  is a
portfolio  manager in the  Sub-Adviser's  Equity and  Balanced  group.
Since joining  Morgan in 1989,  she has had  assignments  in Corporate
Finance,  Risk Arbitrage,  and  Institutional  Equity Sales. Ms. Adams
received her A.B. from Brown  University  and an MPPM from Yale School
of Management.

Lord, Abbett & Co. ("Lord Abbett"), 90 Hudson Street, Jersey City,
NJ 07302. Lord Abbett has been an investment  manager for 70 years and currently
manages approximately $35 billion in a family of mutual funds and other advisory
accounts. Lord Abbett is the Sub-Adviser for the Bond Debenture,  Mid-Cap Value,
Large  Cap  Research,  Developing  Growth  and Lord  Abbett  Growth  and  Income
Portfolios.

Investment Managers. Lord Abbett uses a team of investment managers
and analysts acting together to manage each Portfolio's investments.

Bond Debenture Portfolio. Christopher J. Towle, Partner of Lord
Abbett, heads the team, the other senior members of which include
Richard Szaro, Michael Goldstein and Thomas Baade. Messrs. Towle and
Szaro have been with Lord Abbett since 1988 and 1983, respectively.
Mr. Goldstein has been with Lord Abbett since 1997. Before joining
Lord Abbett, Mr. Goldstein was a bond trader for Credit Suisse BEA
Associates from August 1992 through April 1997. Mr. Baade joined Lord
Abbett in 1998; prior to that he was a credit analyst with Greenwich
Street Advisors.

Developing Growth Portfolio. Stephen J. McGruder, Partner of Lord
Abbett, heads the team, the other senior members of which include
Lesley-Jane Dixon and Rayna Lesser. Mr. McGruder and Ms. Dixon have
been with Lord Abbett since 1995 and Ms. Lesser has been with Lord
Abbett since 1996. Prior to joining Lord Abbett, Mr. McGruder was a
portfolio manager with Wafra Investment Advisory Group. Ms. Dixon was
an equity analyst with Wafra Investment Advisory Group before joining
Lord Abbett. Ms. Lesser joined Lord Abbett directly from Barnard
College.

Mid-Cap Value Portfolio. Edward K. von der Linde, Investment Manager,
heads the team, the other senior members of which are Eileen
Banko,Howard Hansen, and David Builder. Both Mr. Von der Linde and Ms.
Banko have been with Lord Abbett for more than five years. Mr. Hansen
joined Lord Abbett in 1995; prior to that he was an analyst at Alfred
Berg Inc. from 1990-1995. Mr. Builder joined Lord Abbett in 1998;
prior to that he was an analyst at Bear Stearns from 1996-1998 and at
Weiss, Peck & Greer from 1994-1995.

Large-Cap Research and Lord Abbett Growth and Income Portfolios. The
portfolio management team is headed by Robert G. Morris, W. Thomas
Hudson and Eli Salzmann. Messrs. Morris and Hudson, Partners of Lord
Abbett, have been with Lord Abbett for more than five years. Mr.
Salzmann joined Lord Abbett in 1997; before that he was a Vice
President with Mutual of America Capital Corp. from 1996 to 1997, and
was a Vice President at Mitchell Hutchins Asset Management, Inc. from
1986 to 1996.


PORTFOLIO SHARES


Distribution and Redemption
All  Portfolios  of the Trust sell shares to the  separate  accounts  ("Variable
Accounts") of Cova Financial  Services Life Insurance Company and its affiliated
life insurance  companies  (collectively,  "Cova Life") as a funding vehicle for
the  Contracts  offered  by  Cova  Life.  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 Cova Life,  and  therefore,  are  ultimately  borne by
Contract owners. In addition,  other fees and expenses are assessed by Cova Life
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  Portfolios  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 Portfolios must receive your order by 4:00 p.m. Eastern
time for you to receive the price for that day. The Portfolios  will buy or sell
shares for orders they receive 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 Portfolios. You may obtain a copy
of that prospectus,  free of charge,  from Cova Life or from the person who sold
you the Contract. The Adviser and Cova Life will not consider an order to buy or
sell shares in the Portfolios as received until the order meets the requirements
for  documentation or signatures  described in the prospectus for your Contract.
The Portfolios do not charge any fees for selling (redeeming) shares. You should
review the prospectus for your Contract to see if Cova Life 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.




<PAGE>



Suspension or Rejection of Purchases and Redemptions
The Portfolios may suspend the offer of shares,  or reject any specific  request
to purchase  shares from a Portfolio  at any time.  The  Portfolios  may suspend
their  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, a 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 a 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 each  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 each  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 Cova  Life,  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  Portfolios  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.

Some of the  Portfolios  trade  securities  on  foreign  markets  or in  foreign
currencies.  Those  markets  are open at  different  times and  occasionally  on
different days than securities  traded on the New York Stock Exchange.  Exchange
rates for foreign  currencies  are usually  determined at 1:00 p.m.  rather than
4:00 p.m. These factors may mean that the value of the securities  held by these
Portfolios  may  change  after  the  close of  business  of the New  York  Stock
Exchange.


Dividends and Distributions
Each Portfolio will declare and  distribute  dividends from net ordinary  income
and will  distribute its net realized  capital gains, if any, at least annually.
Cova  Life  generally  directs  that  all  dividends  and  distributions  of the
Portfolios be reinvested in the Portfolios 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 each  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 its Portfolios 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 each
Portfolio  that you should know before you invest money in a  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
Portfolios.  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:  Cova  Financial  Services  Life  Insurance
Company, One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644.


Legal Proceedings
Neither  the  Trust  nor  any  Portfolio  is  involved  in  any  material  legal
proceedings.  Neither the Adviser nor any  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  Portfolios.  None of such
persons is aware of any litigation that has been threatened.



DESCRIPTION OF CERTAIN INVESTMENTS,
TECHNIQUES AND RISKS

Strategic Transactions. Certain Portfolios 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.

Certain Portfolios 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 a 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 a 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 a  Portfolio  to  utilize  these
Strategic  Transactions  successfully will depend on a Sub-Adviser's  ability to
predict pertinent market movements, which cannot be assured. The Portfolios 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 a
Portfolio,  force the sale of portfolio  securities at inopportune  times or for
prices other than at current market values,  limit the amount of  appreciation a
Portfolio can realize on its investments or cause a Portfolio to hold a security
it might  otherwise  sell.  The use of  currency  transactions  can  result in a
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 a
Portfolio  creates the possibility that losses on the hedging  instrument may be
greater than gains in the value of a 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, a
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 Portfolios may
use and some of their  risks  are  described  more  fully  in the  Statement  of
Additional Information.

Repurchase Agreements.  The Portfolios 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.  Each  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.  Each of the  Portfolios  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 a 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,  each 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,   each  Portfolio  will  meet  its
obligations  from  maturities or sales of the securities  held in the segregated
account and/or from cash flow. If a 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 each Portfolio not to enter into
when-issued  commitments  exceeding in the aggregate 15% (except for the Quality
Bond  Portfolio)  of the market  value of the  Portfolio's  total  assets,  less
liabilities other than the obligations created by when-issued commitments. There
is no current  policy  limiting  the  percentage  of assets of the Quality  Bond
Portfolio which may be invested in when-issued commitments.

U.S. Government Obligations. Certain Portfolios 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 a Portfolio. Examples of the
types of U.S. Government obligations that may be held by the
Portfolios, 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, certain Portfolios 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  a  Portfolio  when  any
investments in zero coupon  obligations or other principal- only obligations are
made.

Participation Interests. Certain Portfolios 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 a 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 each  Portfolio on  investment of its net
assets in illiquid securities.

Variable and Floating Rate Instruments. Certain Portfolios 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  a  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 a  Portfolio  to dispose of an  instrument  if the issuer were to
default  on its  payment  obligation.  A  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,   certain  Portfolios  may  invest  in
securities  issued by other  investment  companies which invest in securities in
which such  Portfolios are permitted to invest.  These  Portfolios may invest in
securities of other investment  companies to the extent permitted under the 1940
Act -- that  is,  a  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 a Portfolio's  total assets may be invested in
the securities of any one investment  company. As a shareholder in an investment
fund,  a  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 Portfolios may each 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 in all Portfolios 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  each  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 Portfolios pursuant to such
rules.

Loans  of  Portfolio   Securities.   Consistent   with   applicable   regulatory
requirements,  all of the  Portfolios  may lend  their  securities  to  selected
commercial banks or  broker-dealers up to a maximum of 25% of the assets of each
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.  A
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.  A 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,  a 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.  A Portfolio may pay finders' fees in connection with loans of its
portfolio securities.

Reverse  Repurchase  Agreements  and  Borrowings.  The Portfolios may enter into
reverse repurchase  agreements with selected  commercial banks or broker-dealers
with respect to  securities  which could  otherwise  be sold by the  Portfolios.
Reverse  repurchase  agreements involve sales by a 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.  Each  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. Each 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 a
Portfolio  should  enter  into a  reverse  repurchase  agreement  with a bank or
broker-dealer,  each 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, a 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,  a 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 each Portfolio's investment restriction on borrowings.

Each of the Mid-Cap Value, Large Cap Research, Developing Growth and Lord Abbett
Growth and Income  Portfolios may borrow from banks (as defined in the 1940 Act)
in amounts up to 33 1/3% of its total  assets (including  the amount  borrowed).
Each of the Mid-Cap Value, Large Cap Research, Developing Growth and Lord Abbett
Growth and Income  Portfolios  may  borrow up to an  additional  5% of its total
assets for temporary  purposes.  Each of the Select Equity,  Large Cap Stock and
Small Cap Stock  Portfolios  is permitted to borrow money for  extraordinary  or
emergency  purposes in amounts up to 10% of the value of the  Portfolio's  total
assets.  Each  of the  Quality  Bond  and  International  Equity  Portfolios  is
permitted to borrow money for extraordinary or emergency  purposes in amounts up
to 30% of the value of the  Portfolio's  total  assets  and in  connection  with
reverse  repurchase  agreements.  The Bond  Debenture  Portfolio is permitted to
borrow money for extraordinary or emergency  purposes in amounts up to 5% of the
Portfolio's gross assets.

Borrowing by a 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.  Certain  Portfolios  may  utilize  short sales on  securities  to
implement  their  investment  objectives.  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 a 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.  A 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.  Certain  Portfolios are permitted to invest in money
market instruments although they intend to stay invested in equity securities to
the extent  practical  in light of their  objectives  and  long-term  investment
perspective.  These Portfolios may make money market  investments  pending other
investment or  settlement,  for liquidity or in adverse market  conditions.  The
money market investments  permitted for these Portfolios include U.S. Government
Securities,  other debt  securities,  commercial  paper,  bank  obligations  and
repurchase   agreements.   These   Portfolios  may  also  invest  in  short-term
obligations of sovereign foreign governments, their agencies,  instrumentalities
and political subdivisions.



<PAGE>


FINANCIAL HIGHLIGHTS

Financial Information
The  following  information  is intended to help you  understand  the  financial
performance  of the  Portfolios  since the time they were  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 Portfolios, assuming reinvestment of
all dividends and distributions.  This information has been audited by KPMG LLP,
independent  auditors,  whose  report,  along  with  the  Portfolios'  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>
                                                                                   Small 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                      $11.982             $13.105             $10.922            $10.512
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.015               0.051               0.057              0.057
   Net realized and unrealized gains                        5.307              (0.722)              2.217              0.843
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                            5.322              (0.671)              2.274              0.900
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.035)             (0.017)             (0.055)            (0.055)
   Distributions from net realized gains                     _ _               (0.435)             (0.036)            (0.435)
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (0.035)             (0.452)             (0.091)            (0.490)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $17.269             $11.982             $13.105            $10.922
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                               44.56%              (5.40)%             20.89%              8.65%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)               $109.3               $78.2               $59.8              $14.7

Ratios to Average Net Assets (1):
   Expenses                                                 1.05%               0.95%               0.95%              0.95%**
   Net investment income                                    0.11%               0.45%               0.56%              0.87%**

Portfolio Turnover Rate                                    123.5%               62.4%               79.1%             102.4%*

(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:          1.09%               1.12%               1.39%              2.68%**
   Ratio of Net Investment Income to Average Net Assets:    0.07%               0.28%               0.12%             (0.86%)**
</TABLE>

* Non-Annualized
**Annualized




<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                    Quality Bond
                                                                                      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                      $11.020             $10.405             $10.082             $9.897
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.459               0.490               0.446              0.459
   Net realized and unrealized gains                       (0.631)              0.365               0.452              0.102
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                           (0.172)              0.855               0.898              0.561
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.119)             (0.240)             (0.531)            (0.376)
   Distributions from net realized gains                   (0.060)               - -               (0.044)              - -
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (0.179)             (0.240)             (0.575)            (0.376)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $10.669             $11.020             $10.405            $10.082
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                               (1.54%)              8.37%               9.06%              5.68%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)                $95.6               $45.8               $18.6               $5.8

Ratios to Average Net Assets (1):
   Expenses                                                 0.64%               0.65%               0.65%              0.65%**
   Net investment income                                    5.67%               5.59%               5.92%              5.94%**

Portfolio Turnover Rate                                    369.5%              255.4%              163.7%             181.3%*

(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:          0.71%               0.86%               1.08%              1.52%**
   Ratio of Net Investment Income to Average Net Assets:    5.60%               5.38%               5.49%              5.07%**

</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                    Select Equity
                                                                                      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                      $16.076             $13.966             $10.742            $10.084
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.074               0.091               0.078              0.081
   Net realized and unrealized gains                        1.451               2.983               3.294              0.771
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                            1.525               3.074               3.372              0.852
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.043)             (0.046)             (0.077)            (0.081)
   Distributions from net realized gains                   (1.446)             (0.918)             (0.071)            (0.113)
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (1.489)             (0.964)             (0.148)            (0.194)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $16.112             $16.076             $13.966            $10.742
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                                9.71%              22.56%              31.55%              8.52%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)               $249.7              $197.8              $106.9              $23.8

Ratios to Average Net Assets (1):
   Expenses                                                 0.77%               0.78%               0.83%              0.85%**
   Net investment income                                    0.55%               0.68%               0.81%              1.35%**

Portfolio Turnover Rate                                    133.8%              182.9%              134.8%             123.9%*

(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:        N/A                0.86%               1.00%              1.70%**
   Ratio of Net Investment Income to Average Net Assets:     N/A                0.60%               0.64%              0.50%**
</TABLE>


* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)

                                                           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>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                International Equity
                                                                                      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                      $12.857             $11.472             $10.959            $10.215
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.083               0.117               0.122              0.096
   Net realized and unrealized gains                        3.534               1.491               0.539              0.755
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                            3.617               1.608               0.661              0.851
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.068)             (0.220)             (0.137)            (0.086)
   Distributions from net realized gains                   (0.181)             (0.003)             (0.011)            (0.021)
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (0.249)             (0.223)             (0.148)            (0.107)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $16.225             $12.857             $11.472            $10.959
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                               28.52%              14.07%               5.96%              8.44%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)               $138.1              $104.5               $68.8              $15.6

Ratios to Average Net Assets (1):
   Expenses                                                 1.10%               0.91%               0.95%              0.95%**
   Net investment income                                    0.62%               0.97%               1.35%              1.43%**

Portfolio Turnover Rate                                     82.8%               74.0%               74.1%              48.2%*

(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:       1.15%               1.09%               1.53%              3.80%**
   Ratio of Net Investment Income to Average Net Assets:    0.57%               0.79%               0.77%             (1.42)%**
</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                   Bond Debenture
                                                                                      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                      $12.381             $12.112             $10.970            $10.098
                                                    -----------------   ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                    0.710               0.682               0.544              0.345
   Net realized and unrealized gains                       (0.293)              0.072               1.147              0.949
                                                    -----------------   ------------------  -------------------  ----------------
Total from investment operations                            0.417               0.754               1.691              1.294
                                                    -----------------   ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                    (0.244)             (0.349)             (0.549)            (0.342)
   Distributions from net realized gains                   (0.079)             (0.136)               - -              (0.080)
                                                    -----------------   ------------------  -------------------  ----------------
Total distributions                                        (0.323)             (0.485)             (0.549)            (0.422)
                                                    -----------------   ------------------  -------------------  ----------------
Net Asset Value, End of Period                            $12.475             $12.381             $12.112            $10.970
                                                    -----------------   ------------------  -------------------  ----------------
Total Return                                                3.40%               6.26%              15.63%             12.89%*
                                                    -----------------   ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)               $170.2              $120.0               $55.4               $7.7

Ratios to Average Net Assets (1):
   Expenses                                                 0.85%               0.85%               0.85%              0.85%**
   Net investment income                                    6.74%               6.58%               6.68%              7.26%**

Portfolio Turnover Rate                                     46.7%               84.7%              100.3%              58.1%*

(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:       0.86%               0.93%               1.07%              2.05%**
   Ratio of Net Investment Income to Average Net Assets:    6.73%               6.50%               6.46%              6.06%**
</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                                Mid-Cap Value
                                                                                                  Portfolio
                                                                       ------------------------------------------------------------
                                                                                                                  For the period
                                                                                                               from August 20, 1997
                                                                                                                   (commencement
                                                                            Year ended          Year ended        of operations)
                                                                             12/31/99            12/31/98          to 12/31/97
                                                                        ------------------  -------------------  ----------------
<S>                                                                           <C>                 <C>                <C>
Net Asset Value, Beginning of Period                                          $10.583             $10.481            $10.000
                                                                        ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                                        0.042               0.032              0.010
   Net realized and unrealized gains                                            0.557               0.087              0.481
                                                                        ------------------  -------------------  ----------------
Total from investment operations                                                0.599               0.119              0.491
                                                                        ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                                        (0.014)             (0.017)            (0.010)
   Distributions from net realized gains                                         - -                 - -                - -
                                                                        ------------------  -------------------  ----------------
Total distributions                                                            (0.014)             (0.017)            (0.010)
                                                                        ------------------  -------------------  ----------------
Net Asset Value, End of Period                                                $11.168             $10.583            $10.481
                                                                        ------------------  -------------------  ----------------
Total Return                                                                    5.71%               1.11%              4.90%*
                                                                        ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)                                    $29.4               $18.3               $2.2

Ratios to Average Net Assets (1):
   Expenses                                                                     1.25%               1.10%              1.10%**
   Net investment income                                                        0.50%               0.44%              0.97%**

Portfolio Turnover Rate                                                         64.3%               41.0%               1.5%*

(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:                           1.41%               1.68%              8.41%**
   Ratio of Net Investment Income to Average Net Assets:                        0.34%              (0.14%)            (6.34%)**
</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                             Large Cap Research
                                                                                                  Portfolio
                                                                       ------------------------------------------------------------
                                                                                                                  For the period
                                                                                                               from August 20, 1997
                                                                                                                   (commencement
                                                                            Year ended          Year ended        of operations)
                                                                             12/31/99            12/31/98          to 12/31/97
                                                                        ------------------  -------------------  ----------------
<S>                                                                           <C>                  <C>               <C>
Net Asset Value, Beginning of Period                                          $11.964              $9.905            $10.000
                                                                        ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                                        0.026               0.069              0.017
   Net realized and unrealized gains                                            3.023               2.023             (0.096)
                                                                        ------------------  -------------------  ----------------
Total from investment operations                                                3.049               2.092             (0.079)
                                                                        ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                                        (0.022)             (0.033)            (0.016)
   Distributions from net realized gains                                         - -                 - -                - -
                                                                        ------------------  -------------------  ----------------
Total distributions                                                            (0.022)             (0.033)            (0.016)
                                                                        ------------------  -------------------  ----------------
Net Asset Value, End of Period                                                $14.991             $11.964             $9.905
                                                                        ------------------  -------------------  ----------------
Total Return                                                                   25.54%              21.04%             (0.74%)*
                                                                        ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)                                    $36.0               $13.9               $1.4

Ratios to Average Net Assets (1):
   Expenses                                                                     1.25%               1.10%              1.10%**
   Net investment income                                                        0.41%               0.97%              1.53%**

Portfolio Turnover Rate                                                         67.7%              103.0%               1.3%*

(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:                           1.38%               1.95%             10.04%**
   Ratio of Net Investment Income to Average Net Assets:                        0.28%               0.12%             (7.41%)**
</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                              Developing Growth
                                                                                                  Portfolio
                                                                       ------------------------------------------------------------
                                                                                                                  For the period
                                                                                                               from August 20, 1997
                                                                                                                   (commencement
                                                                            Year ended          Year ended        of operations)
                                                                             12/31/99            12/31/98          to 12/31/97
                                                                        ------------------  -------------------  ----------------
<S>                                                                           <C>                 <C>                <C>
Net Asset Value, Beginning of Period                                          $11.241             $10.549            $10.000
                                                                        ------------------  -------------------  ----------------
Income from Investment Operations
   Net investment income                                                       (0.073)             (0.025)             0.002
   Net realized and unrealized gains                                            3.717               0.723              0.549
                                                                        ------------------  -------------------  ----------------
Total from investment operations                                                3.644               0.698              0.551
                                                                        ------------------  -------------------  ----------------
Distributions
   Dividends from net investment income                                          - -                 - -              (0.002)
   Distributions from net realized gains                                         - -               (0.006)              - -
                                                                        ------------------  -------------------  ----------------
Total distributions                                                              - -               (0.006)            (0.002)
                                                                        ------------------  -------------------  ----------------
Net Asset Value, End of Period                                                $14.885             $11.241            $10.549
                                                                        ------------------  -------------------  ----------------
Total Return                                                                   32.47%               6.60%              5.52%*
                                                                        ------------------  -------------------  ----------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)                                    $33.6               $15.9               $1.7

Ratios to Average Net Assets (1):
   Expenses                                                                     1.15%               1.00%              1.00%**
   Net investment income                                                       (0.73%)             (0.47%)             0.18%**

Portfolio Turnover Rate                                                         53.2%               18.7%               9.1%*

(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:                           1.34%               1.70%              9.00%**
   Ratio of Net Investment Income to Average Net Assets:                       (0.92%)             (1.17%)            (7.82%)**
</TABLE>

* Non-Annualized
**Annualized



<PAGE>


FINANCIAL HIGHLIGHTS (continued)
                                                           COVA SERIES TRUST

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

                                                                                             Lord Abbett Growth
                                                                                            and Income Portfolio
                                                                       ------------------------------------------------------------
                                                                                              For the period
                                                                                           from January 8, 1999
                                                                                               (commencement
                                                                                              of operations)
                                                                                               to 12/31/99
                                                                                        --------------------------
<S>                                                                                              <C>
Net Asset Value, Beginning of Period                                                             $21.603
                                                                                        --------------------------
Income from Investment Operations
   Net investment income                                                                           0.274
   Net realized and unrealized gains                                                               2.194
                                                                                        --------------------------
Total from investment operations                                                                   2.468
                                                                                        --------------------------
Distributions
   Dividends from net investment income                                                             - -
   Distributions from net realized gains                                                            - -
                                                                                        --------------------------
Total distributions                                                                                 - -
                                                                                        --------------------------
Net Asset Value, End of Period                                                                   $24.071
                                                                                        --------------------------
Total Return                                                                                      11.38%*
                                                                                        --------------------------
Ratios/Supplemental Data:
   Net Assets, end of period (in millions)                                                      $887.0

Ratios to Average Net Assets (1):
   Expenses                                                                                        0.70%**
   Net investment income                                                                           1.24%**

Portfolio Turnover Rate                                                                            70.8%*

(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:                                               N/A
   Ratio of Net Investment Income to Average Net Assets:                                            N/A
</TABLE>

* Non-Annualized
**Annualized
N/A  Not Applicable


<PAGE>


PERFORMANCE OF THE PORTFOLIOS

Performance  information for the Portfolios of the Trust,  including a bar chart
and  average  annual  total  return  information  since  the  inception  of  the
Portfolios,  is contained in this  Prospectus  under the heading "Bar Charts and
Tables."



COMPARABLE PERFORMANCE


Public Fund Performance

Each of the Bond Debenture Portfolio, the Mid-Cap Value Portfolio, the Large Cap
Research  Portfolio and the  Developing  Growth  Portfolio  has a  substantially
similar  investment  objective  and follows  substantially  the same  investment
strategies as certain mutual funds whose shares are sold to the public.  Each of
these public mutual funds is managed by Lord, Abbett & Co., the same Sub-Adviser
which manages each of the corresponding Portfolios.

The historical  performance of each of these public mutual funds is shown below.
This  performance  data  should not be  considered  as an  indication  of future
performance of the Portfolios.  The public mutual fund performance figures shown
below:

o    reflect the deduction of the historical fees and expenses paid by
     the  public  mutual  funds  and  not  those  to be  paid  by  the
     Portfolios

o    do not reflect  Contract  fees or charges  imposed by Cova Life.  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 Portfolios and their corresponding public mutual fund series 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

o    differences relating to certain tax matters

The following table shows average  annualized  total returns for each comparable
public  mutual fund for its fiscal 1999 year (ended  December  31,  1999).  Also
shown are performance comparisons between these public mutual funds.
<TABLE>
<CAPTION>

Bond Debenture Portfolio
Corresponding                1          5          10
Public Fund                  Year       Year       Year
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>
Lord Abbett Bond -
 Debenture Fund, Inc.        3.91%      9.89%      10.23%


Mid-Cap Value Portfolio
Corresponding                1          5          10
Public Fund                  Year       Year       Year
------------------------------------------------------------------------------------------------------------------------------------
Lord Abbett -
 Mid-Cap Value Fund          4.23%      15.84%     12.23%

Large Cap Research Portfolio
Corresponding                1          5          Since Inception
Public Fund                  Year       Year       (June 3, 1992)
------------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Research Fund
 (Large Cap Series)          17.38%     22.24%     19.08%

Developing Growth Portfolio
Corresponding                1          5          10
Public Fund                  Year       Year       Year
------------------------------------------------------------------------------------------------------------------------------------
Lord Abbett Developing
 Growth Fund                 38.16%     28.34%     19.44%
</TABLE>

Corresponding Portfolio Performance -
Lord Abbett Growth and Income Portfolio

The Lord Abbett Growth and Income Portfolio,  which is managed by Lord, Abbett &
Co.,  commenced  operations  on January 8, 1999.  It is managed with  investment
objectives,  policies  and  strategies  substantially  similar  to those used in
managing the Growth and Income  Portfolio  ("Corresponding  Portfolio")  of Lord
Abbett Series Fund, Inc., a mutual fund whose shares are offered only

o    to life  insurance  companies for  allocation to certain of their  separate
     accounts  established for the purpose of funding variable annuity contracts
     and variable life insurance policies and

o    to tax-qualified pension and retirement plans.

This Corresponding Portfolio is managed by the same portfolio
management team of Lord, Abbett & Co. which manages the Lord Abbett
Growth and Income Portfolio.

The historical  performance of the Corresponding  Portfolio is shown below. This
performance data should be not considered as an indication of future performance
of the Portfolio. The Corresponding Portfolio performance figures shown below:

o    reflect the  deduction  of the  historical  fees and  expenses  paid by the
     Corresponding  Portfolio and not those to be paid by the Lord Abbett Growth
     and Income Portfolio

o    do not reflect  Contract  fees or charges  imposed by Cova Life.  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 the performance of the Lord Abbett Growth and Income
     Portfolio.

The Lord Abbett Growth and Income Portfolio and the Corresponding  Portfolio 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 following table shows average annual total return for the time periods shown
for the Corresponding Portfolio (for the periods ended 12/31/99).

<TABLE>
<CAPTION>

Lord Abbett Growth and Income Portfolio

Corresponding                1          5         Since Inception
Portfolio                    Year       Year      (Dec. 11, 1989)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>       <C>
Lord Abbett Series
 Fund, Inc. (Growth and
 Income Portfolio)           16.74%     20.55%    16.25%
</TABLE>

Private Account Performance

The Select Equity, Large Cap Stock, Small Cap Stock and Quality Bond
Portfolios, each of which is managed by J.P. Morgan Investment
Management Inc., commenced public sale of their shares on May 1, 1996.
Each of these Portfolios has investment objectives, 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 Portfolios will vary from the
Private Account composite information in that

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

o    each 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
     Cova Life.  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 Portfolios  and their  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  Portfolios.  Investors  should be aware that the
Private Account composites are not substitutes for the performance  histories of
the  Portfolios.   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
June 1,  1987  for the  Public  Bond  Composite  and  November  1,  1989 for the
Structured Stock Selection Composite.


Private Account Composite Performance
Reduced by Portfolio Fees and Expenses
For the periods ended 12/31/99

Average Annual Total Return
<TABLE>
<CAPTION>
                                                   10 Years
                                                   or Since
Portfolio          1 year           5 years        Inception
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>              <C>            <C>
Active Equity
Composite          12.94%           24.11%         17.45%
 (Select Equity
 Portfolio)
Structured Stock
Selection
Composite          18.58%           28.67%         18.86%
 (Large Cap Stock
 Portfolio)
Small Cap
Directly Invested
Composite          43.29%           22.85%         15.05%
 (Small Cap
 Stock Portfolio)
Public Bond
Composite          (1.53)%          7.09%          7.93%
 (Quality Bond
 Portfolio)
</TABLE>



<PAGE>



<TABLE>
<CAPTION>


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

                                                                           1 Yr or                                 10 Yrs or
                           Portfolio        Type                       Since Inception         5 Yrs            Since Inception

     Managed by J. P. Morgan Investment Management Inc.

<S>                                                                      <C>                   <C>                   <C>
     Select Equity                          Private Account              12.94%                24.11%                17.45%
                                            Composite
                                            Existing Portfolio            9.71%                --                    19.44%*
------------------------------------------------------------------------------------------------------------------------------------

     Small Cap Stock                        Private Account              43.29%                22.85%                15.05%
                                            Composite
                                            Existing Portfolio           44.56%                --                    17.30%*
------------------------------------------------------------------------------------------------------------------------------------

     Quality Bond                           Private Account              (1.53)%                7.09%                 7.93%
                                            Composite
                                            Existing Portfolio           (1.54)%               --                     5.79%*
------------------------------------------------------------------------------------------------------------------------------------

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

     International Equity                   Existing Portfolio           28.52%                --                    15.26%*



     Managed by Lord Abbett & Co.

     Bond Debenture                         Public Fund                   3.91%                 9.89%                10.23%
                                            Existing Portfolio            3.40%                --                    10.32%*
------------------------------------------------------------------------------------------------------------------------------------

     Mid-Cap Value                          Public Fund                   4.23%                15.84%                12.23%
                                            Existing Portfolio            5.71%                --                     4.95%*
------------------------------------------------------------------------------------------------------------------------------------

     Large Cap Research                     Public Fund                  17.38%                22.24%                19.08%
                                            Existing Portfolio           25.54%                --                    18.96%*
------------------------------------------------------------------------------------------------------------------------------------

     Developing Growth                      Public Fund                  38.16%                28.34%                19.44%
                                            Existing Portfolio           32.47%                --                    18.35%*
------------------------------------------------------------------------------------------------------------------------------------

     Lord Abbett Growth and Income          Corresponding Portfolio      16.74%                20.55%                16.25%
                                            Existing Portfolio           11.38%                --                    11.38%*

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


* The inception date for the Quality Bond, Small Cap Stock, Large
Cap Stock, Select Equity, International Equity and Bond Debenture
Portfolios is May 1, 1996. The inception date for the Mid-Cap
Value, Large Cap Research and Developing Growth Portfolios is
August 20, 1997. The inception date for the Lord Abbett Growth
and Income Portfolio is January 8, 1999. All of the inception
dates shown in this paragraph are the dates from which the
average annual total return computations are calculated for these
Portfolios.

Investors should not consider the performance data of these Private Accounts and
Public  Funds as an  indication  of the  future  performance  of the  respective
Portfolios.  The figures also do not reflect the deduction of any insurance fees
or  charges  which  are  imposed  by Cova  Life 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 a
Portfolio.




<PAGE>



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 Cova Life 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
Portfolios'  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  Portfolios  during their 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 Portfolios
as investments.



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