AMENDMENT EFFECTIVE AS OF MAY 1, 1998
TO
SUB-ADVISORY AGREEMENT
AMONG
COVA INVESTMENT ADVISORY CORPORATION (THE "ADVISER")
X.X. XXXXXX INVESTMENT MANAGEMENT, INC. (THE "SUB-ADVISER")
AND
COVA SERIES TRUST (THE "TRUST")
DATED APRIL 1, 1996 (THE "AGREEMENT")
WHEREAS, the Adviser desires to retain Sub-Adviser to provide certain
investment management services for the Emerging Markets Equity Portfolio, a
Sub-Trust of the Trust;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree to amend the Agreement as follows:
1. The parties agree to add the Emerging Markets Equity Portfolio as a
"Sub-Trust" under the Agreement and the Sub-Adviser agrees to supervise the
investments of such additional Sub-Trust pursuant to the terms of the
Agreement;
2. Exhibit A to the Agreement is hereby revised with the addition of the fee
schedule for the Emerging Markets Equity Portfolio to read as attached
hereto.
IN WITNESS WHEREOF, the Adviser, the Sub-Adviser and the Trust have caused
this Amendment to be executed effective this 1st day of May, 1998.
Attest: COVA INVESTMENT ADVISORY
CORPORATION
_________________________ By:____________________________
Attest: X.X. XXXXXX INVESTMENT
MANAGEMENT, INC.
_________________________ By:____________________________
Attest: COVA SERIES TRUST
__________________________ By:_____________________________
EXHIBIT A
REVISED EFFECTIVE
MAY 1, 1998
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:
Portfolio Average Daily Net Assets % Per Annum
--------- ------------------------ -----------
Quality Bond Portfolio First $75 million .30 of 1%
Over $75 million .25 of 1%
International Equity Portfolio First $50 million .60 of 1%
Over $50 million .50 of 1%
Select Equity Portfolio First $50 million .50 of 1%
Over $50 million .40 of 1%
Large Cap Stock Portfolio .40 of 1%
Small Cap Stock Portfolio .60 of 1%
Emerging Markets Equity Portfolio First $25 million 1.00 of 1%
Over $25 million .80 of 1%