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                       MUTUAL FUND VARIABLE ANNUITY TRUST

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[LOGO]

May 2001

Dear Shareholder:

    We are pleased to inform you that the Boards of Trustees of the JPMorgan
Funds recently approved our proposal to combine the two JPMorgan Fund families.
We believe shareholders will be better served by reorganizing the fund families
to create a single fund complex, and therefore we are asking you to vote on
certain changes needed to achieve this.

    By now you should have received, under separate cover, a complete set of
documents specific to the Funds in which you are invested. Along with an
introduction from your Board's Chairman, the documents include detailed
explanations of the proposals, a proxy statement and proxy card for you to vote
on the proposals, and the latest shareholder reports and preliminary
prospectuses.

    Your vote is very important to us and we encourage you to vote in favor of
all the proposals. A special meeting of shareholders will take place on July 3,
2001; you are welcome to attend this meeting in person, however most of our
shareholders choose to vote by proxy. There are many important issues to
consider and we ask you to read the material carefully, then sign and return
your proxy card as soon as possible. A postage-paid envelope will be enclosed
for your convenience. You may also call in or vote online, using the Web site
address and telephone number on the proxy card.

    Please call our proxy information center at 1-800-769-6414 should you have
any questions about the proposals. We look forward to working in partnership
with you and your financial advisor to serve your investment needs for many
years to come.

Sincerely,

[/S/ GEORGE GATCH]
George Gatch
Managing Director

[LOGO]

May 2001

Dear Shareholder:

    We are pleased to inform you that the Boards of Trustees of the JPMorgan
Funds recently approved our proposal to combine the two JPMorgan Fund families.
We believe shareholders will be better served by reorganizing the fund families
to create a single fund complex, and therefore we are asking you to vote on
certain changes needed to achieve this.

    The proposals included in the enclosed materials are specific to the Funds
in which you are invested. An introduction from your Board's Chairman is
followed by detailed explanations of the proposals, as well as a proxy statement
and a proxy card for you to vote on the proposals.

    Your vote is very important to us and we encourage you to vote in favor of
all the proposals. A special meeting of shareholders will take place on July 3,
2001; you are welcome to attend this meeting in person, however most of our
shareholders choose to vote by proxy. There are many important issues to
consider and we ask you to read the enclosed material carefully, then sign and
return your proxy card as soon as possible. A postage-paid envelope is enclosed
for your convenience. You may also call in or vote online, using the Web site
address and telephone number on the proxy card.

    Please call our proxy information center at 1-800-769-6414 should you have
any questions about the proposals. We look forward to working in partnership
with you and your financial advisor to serve your investment needs for many
years to come.

Sincerely,

[/S/ GEORGE GATCH]
George Gatch
Managing Director