AMENDMENT DATED MAY 1, 1997
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
COVA SERIES TRUST
AND
COVA INVESTMENT ADVISORY CORPORATION
WHEREAS, pursuant to Section 1(a) of the Investment Advisory Agreement by
and between COVA SERIES TRUST (the "Trust"), formerly VAN ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERIES
TRUST, and COVA INVESTMENT ADVISORY CORPORATION (the "Advisor") dated May 1,
1996 (the "Advisory Agreement"), the Trust seeks to employ the Advisor to act as
investment advisor for eight additional Sub-Trusts;
NOW THEREFORE, said Advisory Agreement is hereby amended with the addition
of the following Sub-Trusts to Section 1(a):
Mid-Cap Value Portfolio
Large Cap Research Portfolio
Developing Growth Portfolio
Lord ▇▇▇▇▇▇ Growth and Income Portfolio
Balanced Portfolio
Small Cap Equity
Portfolio Equity Income Portfolio
Growth & Income Equity Portfolio.
In addition the following Fee Schedules are added as Exhibits to the Advisory
Agreement pursuant to Section 2(a):
EXHIBIT N
COVA SERIES TRUST
MID-CAP VALUE PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Mid-Cap Value Portfolio shall pay to the Advisor at
the end of each calendar month an investment management fee of 1.00% of the
average daily net assets of the Mid-Cap Value Portfolio.
EXHIBIT O
COVA SERIES TRUST
LARGE CAP RESEARCH PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Large Cap Research Portfolio shall pay to the
Advisor at the end of each calendar month an investment management fee of 1.00%
of the average daily net assets of the Large Cap Research Portfolio.
EXHIBIT P
COVA SERIES TRUST
DEVELOPING GROWTH PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Developing Growth Portfolio shall pay to the
Advisor at the end of each calendar month an investment management fee of .90%
of the average daily net assets of the Developing Growth Portfolio.
EXHIBIT Q
COVA SERIES TRUST
LORD ▇▇▇▇▇▇ GROWTH AND INCOME PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Lord ▇▇▇▇▇▇ Growth and Income Portfolio shall pay
to the Advisor at the end of each calendar month an investment management fee of
.65% of the average daily net assets of the Lord ▇▇▇▇▇▇ Growth and Income
Portfolio.
EXHIBIT R
COVA SERIES TRUST
BALANCED PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Balanced Portfolio shall pay to the Advisor at the
end of each calendar month an investment management fee of 1.00% of the average
daily net assets of the Balanced Portfolio.
EXHIBIT S
COVA SERIES TRUST
SMALL CAP EQUITY PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Small Cap Equity Portfolio shall pay to the Advisor
at the end of each calendar month an investment management fee of 1.00% of the
average daily net assets of the Small Cap Equity Portfolio.
EXHIBIT T
COVA SERIES TRUST
EQUITY INCOME PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Equity Income Portfolio shall pay to the Advisor at
the end of each calendar month an investment management fee of 1.00% of the
average daily net assets of the Equity Income Portfolio.
EXHIBIT U
COVA SERIES TRUST
GROWTH & INCOME EQUITY PORTFOLIO
In accordance with Section 2(a) of the Investment Advisory Agreement dated
May 1, 1996, as amended, the Growth & Income Equity Portfolio shall pay to the
Advisor at the end of each calendar month an investment management fee of 1.00%
of the average daily net assets of the Growth & Income Equity Portfolio.
IN WITNESS WHEREOF, the Trust and the Advisor have caused this Amendment to
be executed on the day and year first above written.
COVA INVESTMENT COVA SERIES TRUST
ADVISORY CORPORATION
By: /S ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________ ___________________________
Its: Secretary Its: Senior Vice President
____________________ and Secretary
______________________