AMENDMENT TO SUB-ADVISORY AGREEMENT between COVA INVESTMENT ADVISORY CORPORATION, LORD ABBETT & CO. and COVA SERIES TRUST

                       AMENDMENT TO SUB-ADVISORY AGREEMENT
                                     between
                      COVA INVESTMENT ADVISORY CORPORATION,
                                LORD XXXXXX & CO.
                                       and
                                COVA SERIES TRUST


WHEREAS, COVA INVESTMENT ADVISORY CORPORATION (the "Advisor"), LORD XXXXXX & CO.
(the  "Sub-Advisor")  and  COVA  SERIES  TRUST  (the  "Trust")  entered  into  a
Sub-Advisory Agreement dated April 1, 1996 (the "Agreement") with respect to the
Bond Debenture Portfolio;

WHEREAS, said Agreement provides that it may be amended by agreement of all the
parties thereto;

NOW THEREFORE,

     Pursuant to Section 8 of the Agreement, said Agreement is hereby amended as
follows:

     The  Sub-Advisor is hereby retained by the Advisor to manage the investment
and  reinvestment  of the  assets of the  following  Sub-Trusts  which  shall be
established  under the Trust  effective May 1, 1997 in accordance with the terms
of the Agreement, as amended:

Mid-Cap Value Sub-Trust
Large Cap Research Sub-Trust
Developing  Growth Sub-Trust
Lord Xxxxxx Growth and Income Sub-Trust.

     Exhibit A is amended  with the addition of the  compensation  rates for the
new portfolios as set forth in the Revised Exhibit A attached hereto.

     WITNESS the due execution hereof effective this 1st day of May, 1997.


                                                     COVA INVESTMENT
                                                     ADVISORY CORPORATION
Attest:

__________________________                 By:  /S/ XXXXXXX X. XXXXXXX
                                              -------------------------


                                                     LORD XXXXXX & CO.
Attest:

__________________________                  By: signature illegible
                                               -------------------------


                                                     COVA SERIES TRUST
Attest:

__________________________                  By: /S/ XXXXXXX X. XXXXXXX
                                                -----------------------




                                     REVISED
                                    EXHIBIT A


                                COVA SERIES TRUST

                            SUB-ADVISORY COMPENSATION


For all  services  rendered  by  Sub-Advisor  hereunder,  Advisor  shall  pay to
Sub-Advisor  and  Sub-Advisor  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:

         Portfolio                                           % Per Annum

         Bond Debenture Portfolio                             .50 of 1%

         Mid-Cap Value Portfolio                              .75 of 1%

         Large Cap Research Portfolio                         .75 of 1%

         Developing Growth Portfolio                          .65 of 1%

         Lord Xxxxxx Growth and Income Portfolio              .40 of 1%