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Cova Series Trust – ‘PRE 14A’ for 10/24/96

As of: Monday, 9/16/96 · For: 10/24/96 · Accession #: 950124-96-4030 · File #: 811-05252

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/16/96  Cova Series Trust                 PRE 14A    10/24/96    1:91K                                    Bowne - Bde

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Notice & Proxy Statement                              39    144K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Current Sub-Advisory Agreement, The Money Market Portfolio New Sub-Advisory Agreement, The The Current Sub-Advisory Agreement The New Sub-Advisory Agreement Voting
1	1st Page - Filing Submission
5	Voting
10	The Current Sub-Advisory Agreement
12	The New Sub-Advisory Agreement
25	Money Market Portfolio

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SCHEDULE 14A  
(Rule 14a-101)  
INFORMATION REQUIRED IN PROXY STATEMENT   

Proxy Statement Pursuant to Section 14(a) of the    
Securities Exchange Act of 1934 (Amendment No. ___)   

Filed by the Registrant  [   ]                                                  
Filed by a Party other than the Registrant  [ X ]                               

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12              
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)2))                                                      

Cova Series Trust     
________________________________________________________________________        
(Name of Registrant as Specified In Its Charter)  

Blazzard, Grodd & Hasenauer, P.C.   
________________________________________________________________________        
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)        

Payment of Filing Fee (Check the appropriate box):                              

[X]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or                
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.                         
[ ]  $500 per each party to the controversy pursuant to Exchange Act            
Rule 14a-6(i)(3).                                                     
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1)  Title of each class of securities to which transaction applies:   

 _______________________________________________________________

2)  Aggregate number of securities to which transaction applies:      

 _______________________________________________________________

3)  Per unit price or other underlying value of transaction computed  
    pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):

 _______________________________________________________________

4)  Proposed maximum aggregate value of transaction:                  

 _______________________________________________________________

5)  Total fee paid:                                                   

 _______________________________________________________________

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange         
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously.  Identify the previous filing by registration    
statement number, or the Form or Schedule and the date of its filing. 

1)  Amount Previously Paid:                                           

 _______________________________________________________________

2)  Form, Schedule or Registration Statement No.:                     

 _______________________________________________________________

3)  Filing Party:                                                     

 _______________________________________________________________

4)  Date Filed:                                                       

 _______________________________________________________________

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COVA SERIES TRUST 

ONE TOWER LANE, SUITE 3000
OAKBROOK TERRACE, IL 60181-4644 
TELEPHONE (800) 831-LIFE

NOTICE OF 
SPECIAL MEETING OF SHAREHOLDERS 

TO BE HELD OCTOBER 24, 1996 

Notice is hereby given to the holders ("Shareholders") of the Money Market  
Portfolio, Quality Income Portfolio, High Yield Portfolio, Growth and Income    
Portfolio and Stock Index Portfolio (the "Portfolios") of the Cova Series Trust,
formerly Van Kampen Merritt Series Trust, a Massachusetts business trust (the   
"Trust"), that a Special Meeting of the Shareholders of the Portfolios (the     
"Meeting") will be held at the offices of the Trust, One Tower Lane, Suite 3000,
Oakbrook Terrace, Illinois 60181-4644, on Thursday, October 24, 1996, at 9:30   
a.m., local time, for the following purpose:                                    

1. To approve or disapprove a new Sub-Advisory Agreement among Cova     
Investment Advisory Corporation, Van Kampen American Capital Investment     
Advisory Corp. and Cova Series Trust; and                                   

   2. To transact such other business as may properly come before the Meeting.

 Holders of record of the Shares of the Portfolios at the close of business on
September 5, 1996 are entitled to notice of, and to vote at, the Meeting and any
adjournment thereof.                                                            

                         By order of the Board of Trustees

           Jeffery K. Hoelzel,
                           Senior Vice President and Secretary
September   , 1996                                                              

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THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL     
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1995 AND THE TRUST'S SEMI-ANNUAL     
REPORT TO SHAREHOLDERS WHICH INCLUDES UNAUDITED FINANCIAL STATEMENTS OF THE     
TRUST AS OF JUNE 30, 1996, MAY BE OBTAINED WITHOUT CHARGE BY CALLING (800)      
831-LIFE OR WRITING TO COVA LIFE AT ONE TOWER LANE, SUITE 3000, OAKBROOK        
TERRACE, ILLINOIS 60181-4644.                                                   

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND   
SIGN SUCH PROXY CARD(S), AND RETURN IT (THEM) IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED     
STATES.                                                                         

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT   
YOU MAIL YOUR PROXY PROMPTLY.                                                   

THE TRUSTEES OF THE TRUST RECOMMEND THAT YOU CAST YOUR VOTE:                    

FOR APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT. 

YOUR VOTE IS IMPORTANT. 
PLEASE RETURN YOUR PROXY CARD(S) PROMPTLY.

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PROXY STATEMENT 
COVA SERIES TRUST 
ONE TOWER LANE, SUITE 3000
OAKBROOK TERRACE, IL 60181-4644 
TELEPHONE (800) 831-LIFE
SPECIAL MEETING OF SHAREHOLDERS 
OCTOBER 24, 1996

This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Trustees" or "Board") of the Cova Series Trust (the     
"Trust") of which the Money Market Portfolio, Quality Income Portfolio, High    
Yield Portfolio, Growth and Income Portfolio and Stock Index Portfolio (referred
to herein collectively as the "Portfolios" or individually as the "Portfolio")  
are separate series of the Trust, of proxies to be voted at a Special Meeting of
Shareholders, and at all adjournments thereof (the "Meeting"), to be held at the
offices of the Trust, One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois    
60181-4644, on Thursday, October 24, 1996, at 9:30 a.m., local time. The        
approximate mailing date of this Proxy Statement and accompanying form of proxy 
is September   , 1996.                                                          

The Trustees have fixed the close of business on September 5, 1996 as the   
record date (the "Record Date") for the determination of holders of shares of   
beneficial interest ("Shares") of the Portfolios ("Shareholders") entitled to   
vote at the Meeting. Shareholders on the Record Date will be entitled to one    
vote for each full Share held and a fractional vote for each fractional Share.  

 As of the Record Date, there were       Shares of the Money Market Portfolio,
  Shares of the Quality Income Portfolio,       Shares of the High Yield
Portfolio,       Shares of the Growth and Income Portfolio and       Shares of  
the Stock Index Portfolio outstanding. See page   for information concerning the
substantial Shareholders of the Shares of the Trust.                            

The primary purpose of the Meeting is to permit the Portfolios' Shareholders
to consider a New Sub-Advisory Agreement (defined below) to take effect         
following the consummation of the transactions contemplated by an Agreement and 
Plan of Merger, dated as of June 21, 1996 (the "Merger Agreement"), among Morgan
Stanley Group Inc. ("Morgan Stanley"), MSAM Holdings II, Inc., MSAM Acquisition 
Inc. and VK/AC Holding, Inc. ("VKAC Holding"), the indirect parent corporation  
of the Portfolio's sub-adviser, Van Kampen American Capital Investment Advisory 
Corp. (the "Sub-Adviser"). Pursuant to the Merger Agreement, the Portfolios'    
Sub-Adviser will become an indirect subsidiary of Morgan Stanley. The           
shareholder vote on the New Sub-Advisory Agreement is required under the        
Investment Company Act of 1940, as amended (the "1940 Act"), as a               

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result of Morgan Stanley's contemplated acquisition of the Sub-Adviser. The     
Portfolio's New Sub-Advisory Agreement is substantially identical to the        
Portfolio's Current Sub-Advisory Agreement (defined below), except for the dates
of execution, effectiveness and termination.                                    

THE TRUST'S ANNUAL REPORT TO SHAREHOLDERS, WHICH INCLUDES AUDITED FINANCIAL 
STATEMENTS OF THE TRUST AS OF DECEMBER 31, 1995 AND THE TRUST'S SEMI-ANNUAL     
REPORT TO SHAREHOLDERS WHICH INCLUDES UNAUDITED FINANCIAL STATEMENTS OF THE     
TRUST AS OF JUNE 30, 1996, MAY BE OBTAINED WITHOUT CHARGE BY CALLING (800)      
831-LIFE OR WRITING TO COVA LIFE AT ONE TOWER LANE, SUITE 3000, OAKBROOK        
TERRACE, ILLINOIS 60181-4644.                                                   

VOTING                                                                          

Shares which represent interests in a particular Portfolio of the Trust vote
separately on those matters which pertain only to that Portfolio. All Shares of 
a Portfolio will vote together as a single class on Proposal 1 and, as          
appropriate, any other business which may properly come before the Meeting. With
respect to Proposal 1, a vote of all Shareholders of the Trust may not be       
binding on a Portfolio whose Shareholders have not approved such matter. The    
voting requirement for passage of a particular proposal depends on the nature of
the particular proposal. With respect to Proposal 1, a "vote of the majority of 
the outstanding voting securities" of a Portfolio, which shall mean the lesser  
of (i) 67% or more of the Shares of the Portfolio entitled to vote thereon      
present in person or by proxy at the Meeting, if holders of more than 50% of the
outstanding Shares of the Portfolio are present in person or represented by     
proxy, or (ii) more than 50% of the outstanding Shares of the Portfolio, is     
necessary to approve the New Sub-Advisory Agreement (as defined below) among    
Cova Investment Advisory Corporation, (the "Adviser" or "Cova Advisory"), the   
Sub-Adviser and the Trust.                                                      

 The Trust was established to be used exclusively as the underlying investment
for certain variable annuity contracts ("Variable Contracts") to be issued by   
Cova Financial Life Insurance Company and its insurance company affiliates      
("Cova Life"). All Shares of each Portfolio of the Trust are owned by Cova Life.
Pursuant to current interpretations of the Investment Company Act of 1940, as   
amended (the "1940 Act"), Cova Life will solicit voting instructions from owners
of Variable Contracts with respect to matters to be acted upon at the Meeting.  
All Shares of each Portfolio of the Trust will be voted by Cova Life in         
accordance with voting instructions received from such Variable Contract owners.
Cova Life will vote all of the Shares which it is entitled to vote in the same  
proportion as the voting instructions given by Variable Contract owners, on the 
issues presented, including Shares which are attributable to Cova Life's        
interest in the Trust. Cova Life has                                            

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fixed the close of business on October 21, 1996, as the last day on which voting
instructions will be accepted.                                                  

This Proxy is solicited by the Trustees.                                    

THE TRUSTEES RECOMMEND THAT YOU CAST YOUR VOTE FOR THE APPROVAL OF THE NEW  
SUB-ADVISORY AGREEMENT.                                                         

  Any proxy may be revoked at any time prior to its exercise by a written notice
of revocation addressed to and received by the Secretary of the Trust, by       
delivering a duly executed proxy bearing a later date, or by attending the      
Meeting and voting in person.                                                   

 The Trust knows of no business other than that described in Proposal 1 of the
Notice which will be presented for consideration at the Meeting. If any other   
matters are properly presented, it is the intention of the persons named as     
proxies to vote proxies in accordance with their best judgment. In the event a  
quorum is present at the Meeting but sufficient votes to approve the Proposal   
are not received, the persons named as proxies may propose one or more          
adjournments of such Meeting to permit further solicitation of proxies provided 
they determine that such an adjournment and additional solicitation is          
reasonable and in the interest of Shareholders based on a consideration of all  
relevant factors, including the nature of the relevant proposal, the percentage 
of votes then cast, the percentage of negative votes then cast, the nature of   
the proposed solicitation activities and the nature of the reasons for such     
further solicitation.                                                           
------------------------------------------------------------------------------  
PROPOSAL 1: APPROVAL OF NEW SUB-ADVISORY AGREEMENT                              
------------------------------------------------------------------------------  

THE SUB-ADVISER                                                                 

Cova Advisory serves as investment adviser to the portfolios of the Trust   
(including the Portfolios) pursuant to an Investment Advisory Agreement, dated  
May 1, 1996, which was approved by the Board of Trustees, including a majority  
of the non-interested Trustees, on February 9, 1996 (the "Investment Advisory   
Agreement") and approved by the shareholders of the Trust on February 9, 1996.  
The Adviser's address is One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 
60181. The Investment Advisory Agreement provides that the Adviser will supply  
investment research and portfolio management (including, without limitation the 
selection of securities for each portfolio to purchase, hold or sell and the    
selection of brokers through whom such portfolio's transactions are executed, in
accordance with the policies adopted by the Trust and its Board of Trustees).   
The Adviser may select, retain and compensate any sub-advisers for investment   
management of any of the portfolios of the Trust. The Adviser also administers  
the business affairs of each portfolio of the Trust and furnishes offices and   
necessary facilities and equipment and provides administrative services to each 
portfolio of the Trust.                                                         

The Adviser has retained the Sub-Adviser to act as sub-adviser for the      
Portfolios pursuant to the Current Sub-Advisory Agreement. From the commencement
of the                                                                          

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Trust's operations until April 30, 1996, the Sub-Adviser acted as investment    
adviser for the portfolios of the Trust (including the Portfolios).             

 The Sub-Adviser currently is a wholly-owned subsidiary of Van Kampen American
Capital, Inc. ("VKAC"), which is a wholly-owned subsidiary of VKAC Holding,     
which in turn is controlled, through the ownership of a substantial majority of 
its common stock, by The Clayton & Dubilier Private Equity Fund IV Limited      
Partnership ("C&D L.P."), a Connecticut limited partnership. C&D L.P. is managed
by Clayton, Dubilier & Rice, Inc., a New York based private investment firm. The
General Partner of C&D L.P. is Clayton & Dubilier Associates IV Limited         
Partnership ("C&D Associates L.P."). The general partners of C&D Associates L.P.
are Joseph L. Rice, III, B. Charles Ames, William A. Barbe, Alberto Cribiore,   
Donald J. Gogel, Leon J. Hendrix, Jr., Hubbard C. Howe and Andrall E. Pearson,  
each of whom is a principal of Clayton, Dubilier & Rice, Inc. In addition,      
certain officers, directors and employees of VKAC own, in the aggregate,        
approximately 6% of the common stock of VKAC Holding and have the right to      
acquire, upon the exercise of options (whether or not vested), approximately an 
additional 12% of the common stock of VKAC Holding. Currently, and after giving 
effect to the exercise of such options, no officer or trustee of the Trust owns 
or would own 5% or more of the common stock of VKAC Holding. The addresses of   
VKAC Holding, VKAC and the Sub-Adviser are One Parkview Plaza, Oakbrook Terrace,
Illinois 60181 and 2800 Post Oak Blvd., Houston, Texas 77056.                   

The following individuals are associated with the Sub-Adviser and are the   
portfolio managers for the Portfolios as indicated: Pete Papageorgakis is the   
portfolio manager for the Stock Index Portfolio of the Trust. James A. Gilligan 
is the portfolio manager for the Growth and Income Portfolio of the Trust. Reid 
J. Hill is the portfolio manager for the Money Market Portfolio of the Trust.   
Robert J. Hickey is the portfolio manager for the Quality Income Portfolio. Anne
Lorsung is the portfolio manager for the High Yield Portfolio of the Trust.     

INFORMATION CONCERNING MORGAN STANLEY                                           

Morgan Stanley and various of its directly or indirectly owned subsidiaries,
including Morgan Stanley & Co. Incorporated ("Morgan Stanley & Co."), a         
registered broker-dealer and investment adviser, and Morgan Stanley             
International, are engaged in a wide range of financial services. Their         
principal businesses include securities underwriting, distribution and trading; 
merger, acquisition, restructuring and other corporate finance advisory         
activities; merchant banking; stock brokerage and research services; asset      
management; trading of futures, options, foreign exchange, commodities and swaps
(involving foreign exchange, commodities, indices and interest rates); real     
estate advice, financing and investing; and global custody, securities clearance
services and securities lending. Morgan Stanley Asset Management Inc. also is a 
wholly-owned subsidiary of Morgan Stanley. As of                                

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June 30, 1996, Morgan Stanley Asset Management Inc., together with its          
affiliated investment advisory companies, had approximately $103.5 billion of   
assets under management and fiduciary advice.                                   

THE ACQUISITION                                                                 

Pursuant to the Merger Agreement, MSAM Acquisition Inc. will be merged with 
and into VKAC Holding and VKAC Holding will be the surviving corporation (the   
"Acquisition"). Following the Acquisition, VKAC Holding and the Sub-Adviser will
be indirect subsidiaries of Morgan Stanley.                                     

The Sub-Adviser anticipates that the consummation of the Acquisition will   
occur by the end of November 1996, provided that a number of conditions set     
forth in the Merger Agreement are met or waived. The conditions require, among  
other things, that as of the closing the shareholders of certain investment     
companies (including the Portfolios) and investors in certain accounts advised  
by the Sub-Adviser or its affiliates, which investment companies and accounts   
have aggregate assets in excess of a specified minimum amount, have approved new
investment advisory agreements or consented to the assignment of existing       
investment advisory agreements. At the closing, MSAM Acquisition Inc. will pay  
approximately $740 million (based on VKAC's long-term debt outstanding as of    
July 31, 1996) in cash to the stockholders of VKAC Holding (excluding certain   
management stockholders), and to persons owning options to purchase stock of    
VKAC Holding, subject to certain purchase price adjustments set forth in the    
Merger Agreement. As of July 31, 1996, VKAC had long-term debt outstanding of   
approximately $410 million. To the extent that pre-tax income of VKAC prior to  
the closing of the Acquisition permits the repayment of its long-term debt, the 
purchase price for the equity interests in VKAC Holding will be increased by the
amount of long-term debt repaid. The purchase price also is subject to certain  
adjustments based, among other things, on assets under management of VKAC and   
its subsidiaries at the time of closing. The Sub-Adviser also contemplates that,
as part of the Acquisition, certain officers and directors of VKAC Holding and  
its affiliates will contribute to MSAM Holdings II, Inc. their existing shares  
of common stock of VKAC Holding in exchange for approximately $25 million of    
shares of preferred stock of MSAM Holdings II, Inc. which, in turn, will be     
exchangeable into common stock, par value $1.00 per share, of Morgan Stanley at 
specified times over a four year period. Such shares of preferred stock will    
represent, in the aggregate, 5% of the combined voting power in MSAM Holdings   
II, Inc., the remainder of which will be indirectly owned by Morgan Stanley.    

VKAC Holding will engage in certain preparatory transactions prior to the   
Acquisition, including the distribution to stockholders of VKAC Holding of (i)  
all of VKAC Holding's investment in McCarthy, Crisanti & Maffei, Inc., a wholly-
owned subsidiary engaged in the business of distributing research and financial 

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information, (ii) all of VKAC Holding's investment in Hansberger Global         
Investors, Inc. ("HGI"), a company in which VKAC Holding made a minority        
investment in May 1996, and (iii) certain related cash amounts.                 

There is no financing condition to the closing of the Acquisition. VKAC has 
been advised by Morgan Stanley that as of August 30, 1996, no determination has 
been made whether any additional indebtedness will be incurred by Morgan Stanley
and its affiliates or VKAC and its affiliates in connection with the            
Acquisition. In addition, the disposition of VKAC's outstanding long-term       
indebtedness (including its bank loans and senior notes) in connection with the 
Acquisition has not yet been determined.                                        

The operating revenue of VKAC and its subsidiaries for the fiscal year ended
December 31, 1995, less expenses for the same period, was more than adequate to 
service VKAC's outstanding debt. VKAC prepaid $80 million of its long-term debt 
in 1995, and has continued to make debt prepayments during 1996. VKAC Holding   
and VKAC believe, based on the earnings experience of VKAC and its subsidiaries,
that after the Acquisition the operating revenue of VKAC and its subsidiaries   
should be more than sufficient to service their debt and that VKAC and its      
subsidiaries should be able to conduct their respective operations as now       
conducted and as proposed to be conducted.                                      

The Merger Agreement does not contemplate any changes, other than changes in
the ordinary course of business, in the management or operation of the          
Sub-Adviser relating to the Portfolio, the personnel managing the Portfolio or  
other services or business activities of the Portfolio. The Acquisition is not  
expected to result in material changes in the business, corporate structure or  
composition of the senior management or personnel of the Sub-Adviser, or in the 
manner in which the Sub-Adviser renders services to the Portfolio. Morgan       
Stanley has agreed in the Merger Agreement that, for a period of two years from 
the date of the Acquisition, it will cause the Sub-Adviser to provide           
compensation and employee benefits which are substantially comparable in the    
aggregate to those presently provided. The Sub-Adviser does not anticipate that 
the Acquisition or any ancillary transactions will cause a reduction in the     
quality of services now provided to the Portfolio, or have any adverse effect on
the Sub-Adviser's ability to fulfill its obligations under the New Sub-Advisory 
Agreement or to operate its business in a manner consistent with past business  
practices.                                                                      

  Certain officers of the Sub-Adviser and its affiliates previously entered into
employment agreements with VKAC Holding which expire from between 1997 and 2000.
Certain officers of the Sub-Adviser also previously entered into retention      
agreements with VKAC Holding, which will remain in place for two years following
the consummation of the Acquisition. The Merger Agreement contemplates that     
Morgan Stanley will, and will cause VKAC Holding to, honor such employment and  
retention agreements. The employment agreements and retention agreements        

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are intended to assure that the services of the officers are available to the   
Sub-Adviser for a remaining term of two to four years. As described above,      
certain officers and employees of VKAC and the Sub-Adviser are expected to      
contribute their existing shares of common stock of VKAC Holding to MSAM        
Holdings II, Inc. in exchange for approximately $25 million of preferred stock  
in MSAM Holdings II, Inc. which, in turn, will be exchangeable into common      
stock, par value $1.00 per share, of Morgan Stanley at specified times over a   
four year period. Such shares of preferred stock will represent, in the         
aggregate, 5% of the combined voting power in MSAM Holdings II, Inc.            

THE SUB-ADVISORY AGREEMENTS                                                     

 Consummation of the Acquisition may constitute an "assignment" (as defined in
the 1940 Act) of the sub-advisory agreement currently in effect among the       
Portfolio's Sub-Adviser, the Adviser and the Trust (the "Current Sub-Advisory   
Agreement"). As required by the 1940 Act, the Current Sub-Advisory Agreement    
provides for its automatic termination in the event of an assignment. See "The  
Current Sub-Advisory Agreement" below.                                          

In anticipation of the Acquisition and in order for the Sub-Adviser to      
continue to serve as sub-adviser to the Portfolio after consummation of the     
Acquisition, a new sub-advisory agreement (the "New Sub-Advisory Agreement")    
among the Sub-Adviser, the Adviser and the Trust must be approved (i) by a      
majority of the Trustees of the Trust who are not parties to the New            
Sub-Advisory Agreement or interested persons of any such party ("Disinterested  
Trustees") and (ii) by holders of a majority of the outstanding voting          
securities (within the meaning of the 1940 Act) of the Portfolio. See "The New  
Sub-Advisory Agreement" below.                                                  

  THE CURRENT SUB-ADVISORY AGREEMENT. The Current Sub-Advisory Agreement for the
Portfolio was approved by a majority of the Trustees, including a majority of   
the Disinterested Trustees, voting in person at a meeting called for that       
purpose on February 9, 1996, for an initial period of two years. The Current    
Sub-Advisory Agreement was approved by Shareholders of the Portfolios of the    
Trust at a meeting held on February 9, 1996.                                    

The Current Sub-Advisory Agreement provides that in accordance with each    
Portfolio's investment objective and policies and under the supervision of the  
Adviser and the Trustees, the Sub-Adviser is responsible for the day-to-day     
investment management of the Portfolios, makes investment decisions for the     
Portfolios and places orders on behalf of the Portfolios to effect the          
investment decisions made.                                                      

 The Current Sub-Advisory Agreement provides that the Sub-Advisor shall not be
liable for any error in judgment or of law, or for any loss suffered by the     
Trust or any portfolio in connection with the matters to which the Current      
Sub-Advisory                                                                    

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Agreement relates, except (1) a loss resulting from willful misfeasance, bad    
faith or gross negligence on the part of the Sub-Advisor in the performance of  
its obligations and duties or (2) by reason of its reckless disregard of its    
obligations and duties under the Current Sub-Advisory Agreement.                

 The Sub-Adviser's activities are subject to the review and supervision of the
Adviser and the Board of Trustees to which the Sub-Adviser renders periodic     
reports with respect to the Portfolios' investment activities. The Current Sub- 
Advisory Agreement may be terminated at any time without the payment of any     
penalty, by a majority of the Board of Trustees of the Trust, by a vote of the  
majority of the outstanding shares of beneficial interest of any Portfolio or by
the Sub-Adviser on sixty (60) days' written notice to the Adviser. The Current  
Sub-Advisory Agreement may not be terminated by the Adviser without the approval
of a majority of the Board of Trustees of the Trust. The Agreement will         
terminate automatically in the event of its assignment or in the event of the   
termination of the Investment Advisory Agreement.                               

  The net assets of the Portfolios as of August 29, 1996, were as follows: Money
Market Portfolio: $34,985,565; Quality Income Portfolio: $53,241,879; High Yield
Portfolio: $40,995,926; Growth and Income Portfolio: $27,130,731; and Stock     
Index Portfolio: $81,246,395.                                                   

 The table below sets forth the net assets as of August 29, 1996 and the rates
of compensation for advisory services as a percentage of net assets for         
investment companies advised by the Sub-Adviser which have similar investment   
objectives to the Portfolios as indicated.                                      

                                                                [Download Table]

                                  NET ASSETS AS OF                            
           FUND NAME              AUGUST 29, 1996           FEE SCHEDULE      
-------------------------------   ----------------    ------------------------
                                                                              
Van Kampen American Capital                                                   
  Growth and Income Fund.......     $687,470,430      First $150 million .500%
  (comparable to the                                  Next $100 million .450% 
  Growth and Income Portfolio)                        Next $100 million .400% 
                                                      Over $350 million .350% 
Van Kampen American Capital                                                   
  High Yield Fund..............     $388,061,639      First $500 million .750%
  (comparable to the                                  Over $500 million .650% 
  High Yield Portfolio)                                                       
Van Kampen American Capital                                                   
  Reserve Fund.................     $512,901,850      First $150 million .500%
  (comparable to the                                  Next $100 million .450% 
  Money Market Portfolio)                             Next $100 million .400% 
                                                      Over $350 million .350% 

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Under the terms of the Current Sub-Advisory Agreement, the Adviser shall pay
to Sub-Adviser, as full compensation for services rendered with respect to the  
respective Portfolios, a monthly fee at the annual rate set forth below as a    
percentage of the daily net assets of each Portfolio.                           

                                                                [Download Table]

            PORTFOLIO                AVERAGE DAILY NET ASSETS    % PER ANNUM
----------------------------------   ------------------------    -----------
                                                                            
Money Market Portfolio............     First $500 million        .250 of 1% 
                                       Over $500 million         .150 of 1% 
Quality Income Portfolio..........     First $500 million        .250 of 1% 
                                       Over $500 million         .200 of 1% 
High Yield Portfolio..............     First $500 million        .500 of 1% 
                                       Over $500 million         .400 of 1% 
Growth and Income Portfolio.......     First $500 million        .350 of 1% 
                                       Over $500 million         .250 of 1% 
Stock Index Portfolio.............            --                 .250 of 1% 

 THE NEW SUB-ADVISORY AGREEMENT. The Board of Trustees approved a proposed New
Sub-Advisory Agreement among the Sub-Adviser, the Adviser and the Trust on      
August 23, 1996. The proposed New Sub-Advisory Agreement which is attached to   
this Proxy Statement as Annex A, has been marked to show changes from the       
Current Sub-Advisory Agreement. The form of the proposed New Sub-Advisory       
Agreement is substantially identical to the Current Sub-Advisory Agreement among
the Sub-Adviser, the Adviser and the Trust, except for the dates of execution,  
effectiveness and termination.                                                  

The investment sub-advisory fee as a percentage of net assets payable by the
Adviser to the Sub-Adviser will be the same under the New Sub-Advisory Agreement
as under the Current Sub-Advisory Agreement. If the investment sub-advisory fee 
under the New Sub-Advisory Agreement had been in effect since commencement of   
the Portfolios' investment operations, sub-advisory fees paid to the Sub-Adviser
by the Portfolio would have been identical to those paid under the Current      
Sub-Advisory Agreement.                                                         

  The Board of Trustees of the Trust held a meeting on August 23, 1996, at which
meeting the Trustees, including the Disinterested Trustees, concluded that if   
the Acquisition occurs, entry by the Trust into the New Sub-Advisory Agreement  
would be in the best interests of the Trust and the Shareholders of the         
Portfolios. The Board of Trustees, including the Disinterested Trustees,        
unanimously approved the New Sub-Advisory Agreement for the Portfolios and      
recommended such agreement be submitted for approval by the Shareholders of the 
Portfolios at the Meeting. The New Sub-Advisory Agreement would take effect upon
the later to occur of (i) the obtaining of Shareholder approval or (ii) the     
closing of the Acquisition. The New Sub-Advisory Agreement will continue in     
effect until                                                                    

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April 30, 1998 and thereafter for successive annual periods as long as such     
continuance is approved in accordance with the 1940 Act.                        

In evaluating the New Sub-Advisory Agreement, the Board of Trustees of the  
Trust took into account that the Current Sub-Advisory Agreement and the New     
Sub-Advisory Agreement, including the terms relating to the services to be      
provided thereunder by the Sub-Adviser and the fees and expenses payable by the 
Adviser to the Sub-Adviser, are substantially identical, except for the dates of
execution, effectiveness and termination. The Trustees also considered other    
possible benefits to the Sub-Adviser and Morgan Stanley that may result from the
Acquisition, including the continued use, to the extent permitted by law, of    
Morgan Stanley & Co. and its affiliates for brokerage services.                 

The Board of Trustees also considered the terms of the Merger Agreement and 
the possible effects of the Acquisition upon VKAC's and the Sub-Adviser's       
organization and upon the ability of the Sub-Adviser to provide sub-advisory    
services to the Trust. The Board of Trustees considered the skills and          
capabilities of the Sub-Adviser and the representations of Morgan Stanley that  
no material change was planned in the current management or facilities of the   
Sub-Adviser. In this regard, the Board was informed of the resources of Morgan  
Stanley to be made available to VKAC and the Sub-Adviser, after giving effect to
the Acquisition, to secure for the Portfolios quality investment research,      
investment advice and other client services. The Board considered the financial 
resources of Morgan Stanley and Morgan Stanley's representation to the Board    
that it will provide sufficient capital to support the operations of the        
Sub-Adviser. The Board of Trustees also considered the reputation, expertise and
resources of Morgan Stanley and its affiliates in domestic and international    
financial markets. The Board of Trustees considered the continued employment of 
members of senior management of the Sub-Adviser and VKAC pursuant to employment 
and retention agreements and the incentives provided to such members and other  
key employees of the Sub-Adviser and VKAC, to be important to help to assure    
continuity of the personnel primarily responsible for maintaining the quality of
investment sub-advisory and other services for the Portfolios.                  

The Board of Trustees considered the effects on the Trust of the Sub-Adviser
becoming an affiliated person of Morgan Stanley. Following the Acquisition, the 
1940 Act will prohibit or impose certain conditions on the ability of the       
Portfolios to engage in certain transactions with Morgan Stanley and its        
affiliates. For example, absent exemptive relief, the Trust will be prohibited  
from purchasing securities from Morgan Stanley & Co., a wholly-owned            
broker-dealer subsidiary of Morgan Stanley, in transactions in which Morgan     
Stanley & Co. acts as a principal, and the Trust will have to satisfy certain   
conditions in order to engage in securities transactions in which Morgan Stanley
& Co. acts as a broker or to purchase securities in an underwritten offering in 
which Morgan Stanley & Co. is acting as an                                      

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underwriter. In this connection, management of the Sub-Adviser represented to   
the Board of Trustees that it did not believe these prohibitions or conditions  
will have a material effect on the management or performance of the Portfolios. 

The Board of Trustees was advised that Section 15(f) of the 1940 Act is     
applicable to the Acquisition. Section 15(f) of the 1940 Act permits, in the    
context of a change in control of an investment adviser to a registered         
investment company, the receipt by such investment adviser, or any of its       
affiliated persons, of an amount of benefit in connection with such sale, as    
long as two conditions are satisfied. First, an "unfair burden" must not be     
imposed on the investment company for which the investment adviser acts in such 
capacity as a result of the sale of such interest, or any express or implied    
terms, conditions or understandings applicable thereto. The term "unfair        
burden," as defined in the 1940 Act, includes any arrangement during the        
two-year period after the transaction whereby the investment adviser (or        
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,    
from the investment company or its security holders (other than fees for bona   
fide investment advisory and other services), or from any person in connection  
with the purchase or sale of securities or other property to, from or on behalf 
of the investment company (other than ordinary fees for bona fide principal     
underwriting services).                                                         

Management of the Trust is aware of no circumstances arising from the       
Acquisition, preparatory transactions to the Acquisition or any potential       
financing that might result in the imposition of an "unfair burden" on the      
Trust. Moreover, Morgan Stanley has agreed in the Merger Agreement that, upon   
consummation of the Acquisition, it will take no action which would have the    
effect, directly or indirectly, of violating any of the provisions of Section   
15(f) of the 1940 Act in respect of the Acquisition. In this regard, the Merger 
Agreement provides that Morgan Stanley will use its reasonable best efforts to  
assure that (i) no "unfair burden" will be imposed on any fund as a result of   
the transactions contemplated by the Merger Agreement and (ii) except as        
provided in the Merger Agreement, the investment advisory fees paid by the      
Portfolios will not be increased for a period of two years from the closing of  
the Acquisition and that, during such period, advisory fee waivers shall not be 
permitted to expire except in accordance with their terms. The Sub-Advisor may  
permit a voluntary fee waiver unilaterally adopted by it to expire at any time  
and no assurance can be given that voluntary waivers will not be permitted to   
expire during the two year period. During the two year period following the     
Acquisition, the Sub-Adviser does not intend to change its policies with respect
to the circumstances under which voluntary fee waivers may be permitted to      
expire. Following the Acquisition, to the extent permitted by applicable law,   
VKAC anticipates that the Portfolios will continue to use Morgan Stanley & Co.  
and its affiliates for brokerage services.                                      

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The second condition of Section 15(f) is that during the three-year period  
immediately following a transaction to which Section 15(f) is applicable, at    
least 75% of the subject investment company's board of directors must not be    
"interested persons" (as defined in the 1940 Act) of the investment company's   
sub-adviser or predecessor sub-adviser. The current composition of the Board of 
Trustees of the Trust would be in compliance with such condition subsequent to  
the Acquisition.                                                                

Based upon its review, the Board of Trustees concluded that the New Sub-    
Advisory Agreement is in the best interest of the Trust and the Portfolios'     
Shareholders. Accordingly, after consideration of the above factors, and such   
other factors and information that it deemed relevant, the Board of Trustees of 
the Trust, including the Disinterested Trustees, unanimously approved the New   
Sub-Advisory Agreement and voted to recommend its approval to the Shareholders  
of the Portfolios.                                                              

In the event that Shareholders of the Portfolios do not approve the New Sub-
Advisory Agreement and the Acquisition is consummated, the Board of Trustees of 
the Trust would seek to obtain for the Portfolios interim investment advisory   
services at the lesser of cost or the current fee rate either from the          
Sub-Adviser or from another advisory organization. Thereafter, the Board of     
Trustees of the Trust would either negotiate a new sub-advisory agreement with  
an advisory organization selected by the Board of Trustees or make appropriate  
arrangements, in either event subject to approval of the Shareholders of the    
Portfolios. In the event the Acquisition is not consummated, the Sub-Adviser    
would continue to serve as sub-adviser of the Portfolios pursuant to the terms  
of the Current Sub-Advisory Agreement.                                          

SHAREHOLDER APPROVAL                                                            

To become effective, the New Sub-Advisory Agreement must be approved by a   
majority of the outstanding voting securities of each Portfolio. The "vote of   
the majority of the outstanding voting securities" is defined under "Voting"    
above. The New Sub-Advisory Agreement was unanimously approved by the Board of  
Trustees after consideration of all factors which they determined to be relevant
to their deliberations, including those discussed above. The Board of Trustees  
also unanimously determined to submit the New Sub-Advisory Agreement for        
consideration by the Shareholders of the Portfolios. THE BOARD OF TRUSTEES      
RECOMMENDS A VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT.             

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OTHER INFORMATION                                                               

DIRECTORS AND OFFICERS OF THE SUB-ADVISER                                   

The following table sets forth certain information concerning the principal 
executive officers and directors of the Sub-Adviser.                            

DIRECTORS AND OFFICERS OF THE SUB-ADVISER 

                                                                [Download Table]

      NAME AND ADDRESS                    PRINCIPAL OCCUPATION             
---------------------------- ----------------------------------------------
                                                                           
Don G. Powell............... President, Chief Executive Officer and a      
  2800 Post Oak Blvd.        Director of VKAC Holding and VKAC and         
  Houston, TX 77056          Chairman, Chief Executive Officer and a       
                             Director of VKAC Distributors, the            
                             Sub-Adviser, Van Kampen American Capital Asset
                             Management, Inc., Van Kampen American Capital 
                             Management, Inc. and Van Kampen American      
                             Capital Advisors, Inc. Chairman, President and
                             a Director of Van Kampen American Capital     
                             Exchange Corporation, American Capital        
                             Contractual Services, Inc., Van Kampen Merritt
                             Equity Holdings Corp., and American Capital   
                             Shareholders Corporation. Chairman and a      
                             Director of ACCESS Investor Services, Inc.    
                             ("ACCESS"), Van Kampen Merritt Equity Advisors
                             Corp., McCarthy, Crisanti & Maffei, Inc., and 
                             Van Kampen American Capital Trust Company.    
                             Chairman, President and a Director of Van     
                             Kampen American Capital Services, Inc. Prior  
                             to July 1996, Chairman and Director of VSM    
                             Inc. and VCJ Inc. Prior to July 1996,         
                             President, Chief Executive Officer and a      
                             Trustee/Director of open-end investment       
                             companies and closed-end investment companies 
                             advised by the Sub-Adviser and Van Kampen     
                             American Capital Asset Management, Inc.       
Dennis J. McDonnell......... President, Chief Operating Officer and a      
  One Parkview Plaza         Director of the Sub-Adviser and Van Kampen    
  Oakbrook Terrace, IL 60181 American Capital Asset Management, Inc., Van  
                             Kampen American Capital Advisors, Inc. and Van
                             Kampen American Capital Management, Inc.      
                             Executive Vice President and a Director of    
                             VKAC Holding and VKAC. President and Director 
                             of Van Kampen Merritt Equity Advisors Corp.   
                             Director of Van Kampen Merritt Equity Holdings
                             Corp. and McCarthy, Crisanti & Maffei, S.A.   
                             Chief Executive Officer and Director of       
                             McCarthy, Crisanti & Maffei, Inc. Chairman and
                             a Director of MCM Asia Pacific Company,       
                             Limited. President and Trustee/Director of    
                             open-end investment companies and closed-end  
                             investment companies advised by the           
                             Sub-Adviser and Van Kampen American Capital   
                             Asset Management, Inc. Prior to July 1996,    
                             President, Chief Operating Officer and        
                             Director of VSM Inc. and VCJ Inc. Prior to    
                             December, 1991, Senior Vice President of Van  
                             Kampen Merritt, Inc.                          

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                                                                [Download Table]

      NAME AND ADDRESS                    PRINCIPAL OCCUPATION             
---------------------------- ----------------------------------------------
                                                                           
Ronald A. Nyberg............ Executive Vice President, General Counsel and 
  One Parkview Plaza         Secretary of VKAC Holding and VKAC. Executive 
  Oakbrook Terrace, IL 60181 Vice President, General Counsel and a Director
                             of VKAC Distributors, the Sub-Adviser and Van 
                             Kampen American Capital Asset Management,     
                             Inc., Van Kampen American Capital Management, 
                             Inc., Van Kampen Merritt Equity Advisors      
                             Corp., and Van Kampen Merritt Equity Holdings 
                             Corp. Executive Vice President, General       
                             Counsel and Assistant Secretary of Van Kampen 
                             American Capital Advisors, Inc., American     
                             Capital Contractual Services, Inc., Van Kampen
                             American Capital Exchange Corporation, ACCESS 
                             Investor Services, Inc., Van Kampen American  
                             Capital Services, Inc. and American Capital   
                             Shareholders Corporation. Executive Vice      
                             President, General Counsel, Assistant         
                             Secretary and Director of Van Kampen American 
                             Capital Trust Company. General Counsel of     
                             McCarthy, Crisanti & Maffei, Inc. Vice        
                             President and Secretary of open-end investment
                             companies and closed-end investment companies 
                             advised by the Sub-Adviser and Van Kampen     
                             American Capital Asset Management, Inc.       
                             Director of ICI Mutual Insurance Co., a       
                             provider of insurance to members of the       
                             Investment Company Institute. Prior to July   
                             1996, Executive Vice President and General    
                             Counsel of VSM Inc., and Executive Vice       
                             President, General Counsel and Director of VCJ
                             Inc.                                          
William R. Rybak............ Executive Vice President and Chief Financial  
  One Parkview Plaza         Officer of VKAC Holding and VKAC since        
  Oakbrook Terrace, IL 60181 February 1993, and Treasurer of VKAC Holding  
                             through December 1993. Executive Vice         
                             President, Chief Financial Officer and a      
                             Director of VKAC Distributors, the            
                             Sub-Adviser, Van Kampen American Capital Asset
                             Management, Inc., and Van Kampen American     
                             Capital Management, Inc. Executive Vice       
                             President, Chief Financial Officer, Treasurer 
                             and a Director of Van Kampen Merritt Equity   
                             Advisors Corp. Executive Vice President and   
                             Chief Financial Officer of the Van Kampen     
                             American Capital Advisors, Inc., Van Kampen   
                             American Capital Exchange Corporation, Van    
                             Kampen American Capital Trust Company, ACCESS 
                             Investor Services, Inc., and American Capital 
                             Contractual Services, Inc. Executive Vice     
                             President, Chief Financial Officer and        
                             Treasurer of American Capital Shareholders    
                             Corporation, Van Kampen American Capital      
                             Services, Inc. and Van Kampen Merritt Equity  
                             Holdings Corp. Chief Financial Officer and    
                             Treasurer of McCarthy, Crisanti & Maffei, Inc.
                             Chairman of the Board of Hinsdale Financial   
                             Corp., a savings and loan holding company.    
                             Prior to July 1996, Executive Vice President, 
                             Chief Financial Officer and a Director of VCJ 
                             Inc., and Executive Vice President and Chief  
                             Financial Officer of VSM Inc.                 

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                                                                [Download Table]

      NAME AND ADDRESS                    PRINCIPAL OCCUPATION             
---------------------------- ----------------------------------------------
                                                                           
Peter W. Hegel.............. Executive Vice President of Van Kampen        
  One Parkview Plaza         American Capital Asset Management, Inc., the  
  Oakbrook Terrace, IL 60181 Sub-Adviser, Van Kampen American Capital      
                             Advisors, Inc., Van Kampen American Capital   
                             Management, Inc. Executive Vice President and 
                             Director of Sub-Adviser. Director of McCarthy,
                             Crisanti & Maffei, Inc. Vice President of     
                             open-end investment companies and closed-end  
                             investment companies advised by the Sub-      
                             Adviser and Van Kampen American Capital Asset 
                             Management, Inc. Prior to July 1996, Director 
                             of VSM Inc.                                   
Robert C. Peck, Jr.......... Executive Vice President of the Sub-Adviser   
  2800 Post Oak Blvd.        and Van Kampen American Capital Management,   
  Houston, TX 77056          Inc. Executive Vice President and Director of 
                             Van Kampen American Capital Asset Management, 
                             Inc. and Van Kampen American Capital Advisors,
                             Inc. Vice President of open-end investment    
                             companies advised by the Sub-Adviser and Van  
                             Kampen American Capital Asset Management, Inc.
Alan T. Sachtleben.......... Executive Vice President of the Sub-Adviser   
  2800 Post Oak Blvd.        and Van Kampen American Capital Management,   
  Houston, TX 77056          Inc. Executive Vice President and a Director  
                             of Van Kampen American Capital Asset          
                             Management, Inc. and Van Kampen American      
                             Capital Advisors, Inc. Vice President of      
                             open-end investment companies advised by the  
                             Sub-Adviser and Van Kampen American Capital   
                             Asset Management, Inc.                        

 There is no individual who serves as a trustee or officer of the Trust who is
also an officer of the Sub-Adviser.                                             

SUBSTANTIAL SHAREHOLDERS                                                        

As of the Record Date, Cova Variable Annuity Account One, a separate account
of Cova Financial Services Life Insurance Company, and Cova Variable Annuity    
Account Five, a separate account of Cova Financial Life Insurance Company, were 
known to the Board of Trustees and the management of the Trust to own of record 
100% of the Shares. On that date, the officers and Trustees of the Trust        
together owned no Variable Contracts.                                           

OWNERSHIP BY CERTAIN BENEFICIAL OWNERS                                          

Cova Life has advised the Trust that as of the Record Date, there are no    
persons who own Variable Contracts which will entitle them to instruct Cova Life
with respect to more than 5% of the Shares.                                     

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------------------------------------------------------------------------------  
EXPENSES                                                                        
------------------------------------------------------------------------------  

VKAC Holding will pay the expense of preparing, printing and mailing the    
enclosed form of proxy, the accompanying Notice and this Proxy Statement.       

 YOU ARE REQUESTED TO FILL IN, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.                             

           Jeffery K. Hoelzel,
                           Senior Vice President and Secretary
September   , 1996                                                              

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                                                                         ANNEX A
------------------------------------------------------------------------------  
SUB-ADVISORY AGREEMENT                                                          
------------------------------------------------------------------------------  

This Agreement is made between COVA INVESTMENT ADVISORY CORPORATION, an     
Illinois corporation, having its principal place of business in Oakbrook        
Terrace, Illinois (hereinafter referred to as the "Adviser"), VAN KAMPEN        
AMERICAN CAPITAL INVESTMENT ADVISORY CORP., a Delaware corporation, having its  
principal place of business in Oakbrook Terrace, Illinois (hereinafter referred 
to as the "Sub-Adviser") and COVA SERIES TRUST, a Massachusetts business trust  
(hereinafter referred to as the "Trust").                                       

 WHEREAS, the Trust, an open-end diversified management investment company, as
that term is defined in the Investment Company Act of 1940, as amended (the     
"Act"), that is registered as such with the Securities and Exchange Commission  
has appointed Adviser as investment adviser for and to the Quality Income       
Portfolio, High Yield Portfolio, Growth and Income Portfolio, Money Market      
Portfolio and Stock Index Portfolio, each being a sub-trust of the Trust        
(referred to individually as the "Sub-Trust"), pursuant to the terms of an      
investment advisory agreement between the Trust and Adviser ("Investment        
Advisory Agreement");                                                           

WHEREAS, Sub-Adviser is engaged in the business of rendering investment     
management services; and                                                        

WHEREAS, Adviser desires to retain Sub-Adviser to provide certain investment
management services for the Sub-Trust as more fully described below;            

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby   
agree as follows:                                                               

1. Retention of Sub-Adviser. Adviser hereby retains Sub-Adviser to assist   
Adviser in its capacity as investment adviser for the Sub-Trusts. Subject to the
oversight and review of Adviser and the Board of Trustees of the Trust, Sub-    
Adviser shall manage the investment and reinvestment of the assets of the Sub-  
Trusts. Sub-Adviser will determine in its discretion, subject to the oversight  
and review of Adviser, the investments to be purchased or sold, will provide    
Adviser with records concerning its activities which Adviser or the Trust is    
required to maintain and will render regular reports to Adviser and to officers 
and Trustees of the Trust concerning its discharge of the foregoing             
responsibilities.                                                               

 Sub-Adviser, in its supervision of the investments of the Sub-Trusts, will be
guided by each Sub-Trust's investment objectives and policies and the provisions
and restrictions contained in the Declaration of Trust and By-Laws of the Trust 
and as set forth in the Registration Statement and exhibits as may be on file   
with the Securities and Exchange Commission, all as communicated by Adviser to  
Sub-Adviser.                                                                    

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Sub-Adviser shall be deemed to be an independent contractor under this      
Agreement and, unless otherwise expressly provided or authorized, shall have no 
authority to act for or represent the Trust or any Sub-Trust in any way or      
otherwise be deemed an agent of the Trust or any Sub-Trust.                     

2. Fee. Adviser shall pay to Sub-Adviser, for all services rendered to the  
Sub-Trusts by Sub-Adviser hereunder, the sub-advisory fees set forth in Exhibit 
A attached hereto. During the term of this Agreement, Sub-Adviser will bear all 
expenses incurred by it in the performance of its duties hereunder.             

3. Term. The term of this Agreement shall begin on the date of its execution
and shall remain in effect for two years from that date and from year to year   
thereafter, subject to the provisions for termination and all of the other terms
and conditions hereof, if such continuation is specifically approved at least   
annually in the manner required by the Act. This Agreement shall be submitted to
the shareholders of the Trust and each Sub-Trust for approval at a shareholders'
meeting and shall automatically terminate if not approved by a majority of the  
shares of the Sub-Trust present and voting at such meeting.                     

4. Termination. This Agreement may be terminated at any time without the    
payment of any penalty, by a majority of the Board of Trustees of the Trust, by 
a vote of the majority of the outstanding shares of beneficial interest of any  
Sub-Trust or by the Sub-Adviser on sixty (60) days written notice to the        
Adviser.                                                                        

  This Agreement will terminate automatically in the event of the termination of
the Investment Advisory Agreement.                                              

Notwithstanding any provision of this Agreement, this Agreement may not be  
cancelled by the Adviser without the approval of a majority of the Board of     
Trustees of the Trust.                                                          

This Agreement shall automatically terminate in the event of its assignment.
The Sub-Adviser may employ or contract with any other person, persons,          
corporation, or corporations at its own cost and expense as it shall determine  
in order to assist it in carrying out its obligations and duties under this     
Agreement.                                                                      

  5. Sub-Adviser's Representations. Sub-Adviser represents and warrants that the
Sub-Trusts will at all times be invested in such a manner as to ensure          
compliance with Section 817(h) of the Internal Revenue Code of 1986, as amended 
and Treasury Regulations, Section 1.817.5 relating to the diversification       
requirements for variable annuity endowment, or life insurance contracts and any
amendments or other modifications to such Section or Regulation. Sub-Adviser    
will be relieved of this obligation and shall be held harmless when direction   
from the Adviser or Trustees causes non-compliance with Section 817(h) and/or   
Regulation Section 1.817-5. Sub-Adviser agrees to provide quarterly reports to  
Adviser, executed by a duly authorized officer of Sub-Adviser, within seven (7) 
days of the close of                                                            

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each calendar quarter certifying as to compliance with said Section or          
Regulations. In addition to the quarterly reports, Adviser may request and      
Sub-Adviser agrees to provide Section 817 diversification compliance reports at 
more frequent intervals, as reasonably requested by Adviser.                    

  6. Liability. The Sub-Adviser shall not be liable for any error in judgment or
of law, or for any loss suffered by the Trust or any Sub-Trust in connection    
with the matters to which this Agreement relates, except (1) a loss resulting   
from willful misfeasance, bad faith or gross negligence on the part of the      
Sub-Adviser in the performance of its obligations and duties or (2) by reason of
its reckless disregard of its obligations and duties under this Agreement.      

  7. Brokerage. The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the accounts of the Sub-Trusts with broker-dealers  
selected by the Sub-Adviser. In executing portfolio transactions and selecting  
broker-dealers, the Sub-Adviser will use its best efforts to seek best execution
on behalf of the Sub-Trusts. In assessing the best execution available for any  
transaction, the Sub-Adviser shall consider all factors it deems relevant,      
including the breadth of the market in the security, the price of the security, 
the financial condition and execution capability of the broker-dealer, and the  
reasonableness of the commission, if any (all for the specific transaction and  
on a continuing basis). In evaluating the best execution available, and in      
selecting the broker-dealer to execute a particular transaction, the Sub-Adviser
may also consider the brokerage and research services (as those terms are used  
in Section 28(e) of the Securities Exchange Act of 1934) provided to the        
Sub-Trusts and/or other accounts over which the Sub-Adviser or an affiliate of  
the Sub-Adviser (to the extent permitted by law) exercises investment           
discretion. The Sub-Adviser is authorized to cause the Sub-Trusts to pay a      
broker-dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Sub-Trusts which is in excess of the  
amount of commission another broker-dealer would have charged for effecting that
transaction if, but only if, the Sub-Adviser determines in good faith that such 
commission is reasonable in relation to the value of the brokerage and research 
services provided by such broker-dealer viewed in terms of that particular      
transaction or in terms of all of the accounts over which investment discretion 
is so exercised.                                                                

8. Amendment. This Agreement may be amended at any time by agreement of the 
parties, provided that the amendment shall be approved in the manner required by
the Act.                                                                        

9. Governing Law. This Agreement shall be construed in accordance with and  
governed by the laws of the State of Illinois.                                  

10. Registration as Investment Adviser. Adviser and Sub-Adviser hereby      
acknowledge that it is registered as an investment adviser under the Investment 

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Advisers Act of 1940, it will use its reasonable best efforts to maintain such  
registration, and it will promptly notify the other if it ceases to be so       
registered, if its registration is suspended for any reason, or if it is        
notified by any regulatory organization or court of competent jurisdiction that 
it should show cause why its registration should not be suspended or terminated.

Witness the due execution hereof this     day of            , 1996.         

                                                                [Download Table]
                                                                
                            COVA INVESTMENT ADVISORY CORPORATION
Attest:                                                         
                            By:                                 
------------------------    ------------------------------------

                            VAN KAMPEN AMERICAN CAPITAL         
                            INVESTMENT ADVISORY CORP.           
Attest:                                                         
                            By:                                 
------------------------    ------------------------------------

                            COVA SERIES TRUST                   
Attest:                                                         
                            By:                                 
------------------------    ------------------------------------

 A-4

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                                                                       EXHIBIT A
                                                       TO SUB-ADVISORY AGREEMENT

COVA SERIES TRUST 

SUB-ADVISORY COMPENSATION 

 For all services rendered by Sub-Adviser hereunder, Adviser shall pay to Sub-
Adviser and Sub-Adviser agrees to accept as full compensation for all services  
rendered hereunder, fees at the end of each calendar month equal to a percentage
of the average daily net assets of the Sub-Trusts as follows:                   

                                                                [Download Table]

            PORTFOLIO                AVERAGE DAILY NET ASSETS    % PER ANNUM
----------------------------------   ------------------------    -----------
                                                                            
Money Market Portfolio............     First $500 million        .25 of 1%  
                                       Over $500 million         .15 of 1%  
Quality Income Portfolio..........     First $500 million        .25 of 1%  
                                       Over $500 million         .20 of 1%  
High Yield Portfolio..............     First $500 million        .50 of 1%  
                                       Over $500 million         .40 of 1%  
Growth and Income Portfolio.......     First $500 million        .35 of 1%  
                                       Over $500 million         .25 of 1%  
Stock Index Portfolio.............     --                        .25 of 1%  

 A-5

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PROXY   
MONEY MARKET PORTFOLIO  
OF  
COVA SERIES TRUST                 

SPECIAL MEETING OF SHAREHOLDERS   

October 24, 1996        

     KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the Money Market Portfolio of Cova Series Trust ("Trust") hereby appoints       
______________________________________________, or any one of them true and     
lawful attorneys, with power of substitution of each, to vote all shares which  
the undersigned is entitled to vote, at the Special Meeting of Shareholders of  
the Trust to be held on October 24, 1996 at the Offices of the Trust, One Tower 
Lane, Suite 3000, Oakbrook Terrace, Illinois at 9:30 a.m., local time, and at   
any adjournment thereof ("Meeting"), as follows:                                

1.  To approve or disapprove a new Sub-Advisory Agreement among Cova Investment 
Advisory Corporation, Van Kampen American Capital Investment Advisory           
Corp. and Cova Series Trust.                                                    

FOR (            )  AGAINST (            )  ABSTAIN (           )   

      Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.                                           

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL    
IF NO CHOICE IS INDICATED.                                                      

        Dated:  ____________________, 1996

                    Cova Financial Services Life Insurance Company

                         ___________________________________________________
Name of Insurance Company 

                         ___________________________________________________
          Name and Title of Authorized Officer

                         ___________________________________________________
     Signature of Authorized Officer

MONEY MARKET PORTFOLIO                                                          

Name(s) of Separate Account(s)                                                  
of the Insurance Company                                                        
Owning Shares in this Portfolio:                                                

Cova Variable Annuity Account One                                               

__________________________________                                              

__________________________________                                              

__________________________________                                              

TOTAL SHARES OF THIS PORTFOLIO                                                  
OWNED AND BEING VOTED BY THE                                                    
INSURANCE COMPANY:                                                              

__________________________________                                              

                                                                               1

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PROXY   
QUALITY INCOME PORTFOLIO  
OF  
COVA SERIES TRUST     

SPECIAL MEETING OF SHAREHOLDERS   

October 24, 1996        

     KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the Quality Income Portfolio of Cova Series Trust ("Trust") hereby appoints     
______________________________________________, or any one of them true and     
lawful attorneys, with power of substitution of each, to vote all shares which  
the undersigned is entitled to vote, at the Special Meeting of Shareholders of  
the Trust to be held on October 24, 1996 at the Offices of the Trust, One Tower 
Lane, Suite 3000, Oakbrook Terrace, Illinois at 9:30 a.m., local time, and at   
any adjournment thereof ("Meeting"), as follows:                                

1.  To approve or disapprove a new Sub-Advisory Agreement among Cova Investment 
Advisory Corporation, Van Kampen American Capital Investment Advisory           
Corp. and Cova Series Trust.                                                    

FOR (            )  AGAINST (            )  ABSTAIN (           )   

      Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.                                           

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL    
IF NO CHOICE IS INDICATED.                                                      

        Dated:  ____________________, 1996

                    Cova Financial Services Life Insurance Company

                         ___________________________________________________
Name of Insurance Company 

                         ___________________________________________________
          Name and Title of Authorized Officer

                         ___________________________________________________
     Signature of Authorized Officer

QUALITY INCOME PORTFOLIO                                                        

Name(s) of Separate Account(s)                                                  
of the Insurance Company                                                        
Owning Shares in this Portfolio:                                                

Cova Variable Annuity Account One                                               

__________________________________                                              

__________________________________                                              

__________________________________                                              

TOTAL SHARES OF THIS PORTFOLIO                                                  
OWNED AND BEING VOTED BY THE                                                    
INSURANCE COMPANY:                                                              

__________________________________                                              

                                                                               2

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PROXY   
HIGH YIELD PORTFOLIO  
OF  
COVA SERIES TRUST 

SPECIAL MEETING OF SHAREHOLDERS   

October 24, 1996      

     KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the High Yield Portfolio of Cova Series Trust ("Trust") hereby appoints         
______________________________________________, or any one of them true and     
lawful attorneys, with power of substitution of each, to vote all shares which  
the undersigned is entitled to vote, at the Special Meeting of Shareholders of  
the Trust to be held on October 24, 1996 at the Offices of the Trust, One Tower 
Lane, Suite 3000, Oakbrook Terrace, Illinois at 9:30 a.m., local time, and at   
any adjournment thereof ("Meeting"), as follows:                                

1.  To approve or disapprove a new Sub-Advisory Agreement among Cova Investment 
Advisory Corporation, Van Kampen American Capital Investment Advisory           
Corp. and Cova Series Trust.                                                    

FOR (            )  AGAINST (            )  ABSTAIN (           )   

      Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.                                           

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL    
IF NO CHOICE IS INDICATED.                                                      

        Dated:  ____________________, 1996

                    Cova Financial Services Life Insurance Company

                         ___________________________________________________
Name of Insurance Company 

                         ___________________________________________________
          Name and Title of Authorized Officer

                         ___________________________________________________
     Signature of Authorized Officer

HIGH YIELD PORTFOLIO                                                            

Name(s) of Separate Account(s)                                                  
of the Insurance Company                                                        
Owning Shares in this Portfolio:                                                

Cova Variable Annuity Account One                                               

__________________________________                                              

__________________________________                                              

__________________________________                                              

TOTAL SHARES OF THIS PORTFOLIO                                                  
OWNED AND BEING VOTED BY THE                                                    
INSURANCE COMPANY:                                                              

__________________________________                                              

                                                                               3

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PROXY   
GROWTH AND INCOME PORTFOLIO   
OF  
COVA SERIES TRUST 

SPECIAL MEETING OF SHAREHOLDERS   

October 24, 1996      

     KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the Growth and Income Portfolio of Cova Series Trust ("Trust") hereby appoints  
______________________________________________, or any one of them true and     
lawful attorneys, with power of substitution of each, to vote all shares which  
the undersigned is entitled to vote, at the Special Meeting of Shareholders of  
the Trust to be held on October 24, 1996 at the Offices of the Trust, One Tower 
Lane, Suite 3000, Oakbrook Terrace, Illinois at 9:30 a.m., local time, and at   
any adjournment thereof ("Meeting"), as follows:                                

1.  To approve or disapprove a new Sub-Advisory Agreement among Cova Investment 
Advisory Corporation, Van Kampen American Capital Investment Advisory           
Corp. and Cova Series Trust.                                                    

FOR (            )  AGAINST (            )  ABSTAIN (           )   

      Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.                                           

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL    
IF NO CHOICE IS INDICATED.                                                      

        Dated:  ____________________, 1996

                    Cova Financial Services Life Insurance Company

                         ___________________________________________________
Name of Insurance Company 

                         ___________________________________________________
          Name and Title of Authorized Officer

                         ___________________________________________________
     Signature of Authorized Officer

GROWTH AND INCOME PORTFOLIO                                                     

Name(s) of Separate Account(s)                                                  
of the Insurance Company                                                        
Owning Shares in this Portfolio:                                                

Cova Variable Annuity Account One                                               

__________________________________                                              

__________________________________                                              

__________________________________                                              

TOTAL SHARES OF THIS PORTFOLIO                                                  
OWNED AND BEING VOTED BY THE                                                    
INSURANCE COMPANY:                                                              

__________________________________                                              

                                                                               4

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PROXY   
STOCK INDEX PORTFOLIO   
OF  
   COVA SERIES TRUST

SPECIAL MEETING OF SHAREHOLDERS   

October 24, 1996        

     KNOW ALL MEN BY THESE PRESENTS that the undersigned shareholder(s) of
the Stock Index Portfolio of Cova Series Trust ("Trust") hereby appoints        
______________________________________________, or any one of them true and     
lawful attorneys, with power of substitution of each, to vote all shares which  
the undersigned is entitled to vote, at the Special Meeting of Shareholders of  
the Trust to be held on October 24, 1996 at the Offices of the Trust, One Tower 
Lane, Suite 3000, Oakbrook Terrace, Illinois at 9:30 a.m., local time, and at   
any adjournment thereof ("Meeting"), as follows:                                

1.  To approve or disapprove a new Sub-Advisory Agreement among Cova Investment 
Advisory Corporation, Van Kampen American Capital Investment Advisory           
Corp. and Cova Series Trust.                                                    

FOR (            )  AGAINST (            )  ABSTAIN (           )   

      Discretionary authority is hereby conferred as to all other matters as
may properly come before the Meeting.                                           

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL    
IF NO CHOICE IS INDICATED.                                                      

        Dated:  ____________________, 1996

                    Cova Financial Services Life Insurance Company

                         ___________________________________________________
Name of Insurance Company 

                         ___________________________________________________
          Name and Title of Authorized Officer

                         ___________________________________________________
     Signature of Authorized Officer

STOCK INDEX PORTFOLIO                                                           

Name(s) of Separate Account(s)                                                  
of the Insurance Company                                                        
Owning Shares in this Portfolio:                                                

Cova Variable Annuity Account One                                               

__________________________________                                              

__________________________________                                              

__________________________________                                              

TOTAL SHARES OF THIS PORTFOLIO                                                  
OWNED AND BEING VOTED BY THE                                                    
INSURANCE COMPANY:                                                              

__________________________________                                              

                                                                               5

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Money Market Portfolio                                                          

  INSTRUCTIONS TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996    
INSTRUCTIONS SOLICITED ON BEHALF OF   
  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

The undersigned hereby instructs Cova Financial Services Life Insurance         
Company (the "Company") to vote all shares of the Money Market Portfolio of     
COVA SERIES TRUST (the "Trust") represented by shares held by the undersigned   
at a special meeting of shareholders of the Trust to be held at 9:30 a.m.,      
local time, on October 24, 1996, at the offices of the Trust, One Tower Lane,   
Suite 3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as       
follows:                                                                        

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement    
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL SERVICES LIFE INSURANCE      
COMPANY.                                                                        

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF  
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL IF   
NO CHOICE IS INDICATED.                                                         

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                               6

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Quality Income Portfolio                                                        

  INSTRUCTIONS TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
    COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

The undersigned hereby instructs Cova Financial Services Life Insurance Company 
(the "Company") to vote all shares of the Quality Income Portfolio of COVA      
SERIES TRUST (the "Trust") represented by shares held by the undersigned at a   
special meeting of shareholders of the Trust to be held at 9:30 a.m., local     
time, on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite   
3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:    

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement    
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL SERVICES LIFE INSURANCE      
COMPANY.                                                                        

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF  
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                               7

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High Yield Portfolio                                                            

INSTRUCTIONS TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY  
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF    
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY  

The undersigned hereby instructs Cova Financial Services Life Insurance Company 
(the "Company") to vote all shares of the High Yield Portfolio of COVA SERIES   
TRUST (the "Trust") represented by shares held by the undersigned at a special  
meeting of shareholders of the Trust to be held at 9:30 a.m., local time,       
on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite 3000,   
Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:          

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement    
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL SERVICES LIFE INSURANCE      
COMPANY.                                                                        

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF  
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                               8

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Growth and Income Portfolio                                                     

  INSTRUCTIONS TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
  COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

The undersigned hereby instructs Cova Financial Services Life Insurance Company 
(the "Company") to vote all shares of the Growth and Income Portfolio of COVA   
SERIES TRUST (the "Trust") represented by shares held by the undersigned at a   
special meeting of shareholders of the Trust to be held at 9:30 a.m., local     
time, on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite   
3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:    

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement    
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL SERVICES LIFE INSURANCE      
COMPANY.                                                                        

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF  
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                               9

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Stock Index Portfolio                                                           

    INSTRUCTIONS TO COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
    COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY

The undersigned hereby instructs Cova Financial Services Life Insurance Company 
(the "Company") to vote all shares of the Stock Index Portfolio of COVA SERIES  
TRUST (the "Trust") represented by shares held by the undersigned at a          
special meeting of shareholders of the Trust to be held at 9:30 a.m., local     
time, on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite   
3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:    

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ] 1. To approve or a disapprove a new Sub-Advisory Agreement  
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL SERVICES LIFE INSURANCE      
COMPANY.                                                                        

COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF  
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                              10

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Money Market Portfolio                                                          

INSTRUCTIONS TO COVA FINANCIAL LIFE INSURANCE COMPANY   
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
COVA FINANCIAL LIFE INSURANCE COMPANY       

The undersigned hereby instructs Cova Financial Life Insurance Company (the     
"Company") to vote all shares of the Money Market Portfolio of COVA SERIES      
TRUST (the "Trust") represented by shares held by the undersigned at a special  
meeting of shareholders of the Trust to be held at 9:30 a.m., local time, on    
October 24, 1996, at the offices of the Trust, One Tower Lane, Suite 3000,      
Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:          

                                                        [Enlarge/Download Table]

                                                                                      
FOR  AGAINST  ABSTAIN FROM                                                            

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement   
                              among Cova Investment Advisory                          
                              Corporation, Van Kampen American                        
                              Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL LIFE INSURANCE COMPANY.      

COVA FINANCIAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF OF        
THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL         
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                              11

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Quality Income Portfolio                                                        

INSTRUCTIONS TO COVA FINANCIAL LIFE INSURANCE COMPANY       
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
COVA FINANCIAL LIFE INSURANCE COMPANY     

The undersigned hereby instructs Cova Financial Life Insurance Company (the     
"Company") to vote all shares of the Quality Income Portfolio of COVA SERIES    
TRUST (the "Trust") represented by shares held by the undersigned at a          
special meeting of shareholders of the Trust to be held at 9:30 a.m., local     
time, on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite   
3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:    

                                                        [Enlarge/Download Table]

                                                                                       
FOR  AGAINST  ABSTAIN FROM                                                             

[ ]   [ ]              [ ]  1. To approve or disapprove a new Sub-Advisory Agreement   
                               among Cova Investment Advisory                          
                               Corporation, Van Kampen American                        
                               Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL LIFE INSURANCE               
COMPANY.                                                                        

COVA FINANCIAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF           
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                              12

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Growth and Income Portfolio                                                     

INSTRUCTIONS TO COVA FINANCIAL LIFE INSURANCE COMPANY       
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
COVA FINANCIAL LIFE INSURANCE COMPANY       

The undersigned hereby instructs Cova Financial Life Insurance Company (the     
"Company") to vote all shares of the Growth and Income Portfolio of COVA        
SERIES TRUST (the "Trust") represented by shares held by the undersigned at a   
special meeting of shareholders of the Trust to be held at 9:30 a.m., local     
time, on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite   
3000, Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:    

                                                        [Enlarge/Download Table]

                                                                                      
FOR  AGAINST  ABSTAIN FROM                                                            

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement   
                              among Cova Investment Advisory                          
                              Corporation, Van Kampen American                        
                              Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL LIFE INSURANCE               
COMPANY.                                                                        

COVA FINANCIAL LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF           
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                              13

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Stock Index Portfolio                                                           

INSTRUCTIONS TO COVA FINANCIAL LIFE INSURANCE COMPANY     
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF  
COVA SERIES TRUST TO BE HELD ON OCTOBER 24, 1996      
INSTRUCTIONS SOLICITED ON BEHALF OF   
COVA FINANCIAL LIFE INSURANCE COMPANY     

The undersigned hereby instructs Cova Financial Life Insurance Company (the     
"Company") to vote all shares of the Stock Index Portfolio of COVA SERIES       
TRUST (the "Trust") represented by shares held by the undersigned at a special  
meeting of shareholders of the Trust to be held at 9:30 a.m., local time, on    
October 24, 1996, at the offices of the Trust, One Tower Lane, Suite 3000,      
Oakbrook Terrace, Illinois and at any adjournment thereof, as follows:          

                                                        [Enlarge/Download Table]

                                                                                      
FOR  AGAINST  ABSTAIN FROM                                                            

[ ]   [ ]              [ ] 1. To approve or disapprove a new Sub-Advisory Agreement   
                              among Cova Investment Advisory                          
                              Corporation, Van Kampen American                        
                              Capital Investment Advisory Corp. and Cova Series Trust.

IMPORTANT:  Please sign on the reverse side.  

INSTRUCTIONS SOLICITED ON BEHALF OF COVA FINANCIAL  LIFE INSURANCE              
COMPANY.                                                                        

COVA FINANCIAL  LIFE INSURANCE COMPANY WILL VOTE SHARES HELD ON BEHALF          
OF THE CONTRACT OWNER AS INDICATED ON THE REVERSE SIDE OR FOR THE PROPOSAL      
IF NO CHOICE IS INDICATED.                                                      

RECEIPT OF THE NOTICE OF THE SPECIAL MEETING AND THE ACCOMPANYING PROXY         
STATEMENT IS HEREBY ACKNOWLEDGED.                                               

IF THIS INSTRUCTION FORM IS SIGNED AND RETURNED AND NO SPECIFICATION IS MADE,   
THE COMPANY SHALL VOTE FOR ALL PROPOSALS.  IF THIS INSTRUCTION CARD IS NOT      
RETURNED OR IS RETURNED UNSIGNED, THE COMPANY SHALL VOTE YOUR SHARES IN THE     
SAME PROPORTION AS IT VOTES THE SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.  

                        Dated:______________________________________, 1996

                        __________________________________________________
                        Signature(s)

                        __________________________________________________
                        Signature (of joint owner, if any)

NOTE:  PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS CARD.  When signing   
as attorney, executor, administrator, trustee, guardian, or as custodian for a  
minor, please sign your name and give your full title as such.  If signing on   
behalf of a corporation, please sign full corporate name and your name and      
indicate your title.  If you are a partner signing for a partnership, please    
sign the partnership name and your name.  Joint owners should each sign this    
proxy.  Please sign, date and return.                                           

                                                                            14

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[COVA LOGO]                                                                     

Cova Financial Services Life Insurance Company                                  

September __, 1996                                                              

Re:   Special Meeting of Shareholders                                           
Cova Series Trust                                                   

Dear Contract Owner:                                                            

Cova Series Trust is holding a special meeting of shareholders of the Trust     
on October 24, 1996, at the offices of the Trust, One Tower Lane, Suite 3000,   
Oakbrook Terrace, Illinois. As the owner of a Cova Variable Annuity             
contract, you may instruct Cova to cast the number of votes to which you are    
entitled as shown on the enclosed Voting Instructions Card(s). The Voting       
Instructions Card(s) has your name as it appears on your contract and the       
total number of shares you owned in each portfolio through Cova Variable        
Annuity Account One or Cova Variable Annuity Account Five, in California, as    
of September 5, 1996.                                                           

The item to be voted upon is listed on the Voting Instructions Card(s). You     
may vote for or against, or abstain from voting on the item. You also need      
to sign your name exactly as it appears on the Voting Instructions Card(s) and  
return it (them) to Cova using the enclosed pre-paid envelope.                  

The Voting Instructions, if completed in proper form and not revoked, will be   
voted by Cova as specified by you. If no choice is specified, each vote         
entitled to be directed by you will be cast FOR the proposal referred to        
in Item 1 of the Voting Instructions Card(s). Votes for which instructions      
have not been received must be voted by Cova in the same proportion as votes    
for which instructions have been received. On all other matters that may        
properly come before the meeting, the proxies will be voted at the discretion   
of those exercising the proxies. The voting instructions may be revoked at      
any time before the votes evidenced thereby are voted as indicated in the       
enclosed Proxy Statement.                                                       

Cova will not accept any Voting Instructions received after the close of        
business on October 21, 1996. As your vote is important, we encourage you to    
take this opportunity to exercise your voting rights.                           

Sincerely,                                                                      

COVA                                                                            

Enclosures                                                                      

One Tower Lane * Suite 3000 * Oakbrook Terrace, IL 60181-4644                   
800-523-1661 * 630-368-6215                           

                                                                            15

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	4/30/98	13
For Period End:	10/24/96	2	39	DEFS14A
	10/21/96	6	39
Filed on:	9/16/96
	9/5/96	2	39
	8/30/96	9
	8/29/96	11
	8/23/96	12
	7/31/96	8
	6/30/96	3	8	N-30D, NSAR-A
	6/21/96	4
	5/1/96	6		N-8A/A
	4/30/96	7
	2/9/96	6	10
	12/31/95	3	9	24F-2NT, DEFS14A, N-30D, NSAR-B, PRES14A
				List all Filings

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Filing Submission 0000950124-96-004030 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cova Series Trust – ‘PRE 14A’ for 10/24/96

As of: Monday, 9/16/96 · For: 10/24/96 · Accession #: 950124-96-4030 · File #: 811-05252

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents