FORM OF PROXY

Preliminary Proxy Material

                                MUTUAL FUND GROUP

  JPMORGAN LARGE CAP EQUITY FUND (FORMERLY, CHASE VISTA LARGE CAP EQUITY FUND)

         This proxy is solicited on behalf of the Board of Trustees of Mutual
Fund Group for the Special Meeting of the Shareholders to be held on July 3,
2001.

         The undersigned hereby appoints ___, ___ AND ___, and each of them,
attorneys and proxies for the undersigned, with full power of substitution, and
revocation to represent the undersigned and to vote on behalf of the undersigned
all shares of JPMorgan Large Cap Equity Fund (formerly, Chase Vista Large Cap
Equity Fund) which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held at J.P. Morgan Chase & Co., 1211 Avenue of the Americas,
41st Floor, New York, NY on July 3, 2001, at 9:00 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of the
Special Meeting of Shareholders and hereby instructs said attorneys and proxies
to vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting of Shareholders in person or by substitute (or, if only one
shall be so present, then that one) shall have and may exercise all of the power
and authority of said proxies hereunder. The undersigned hereby revokes any
proxy previously given.

         NOTE: Please sign exactly as your name appears on this proxy. If joint
owners, EITHER may sign this proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.

         DATE               ,
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         Signature(s), Title(s) (if applicable)

         PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE OR YOU
         CAN VOTE BY CALLING _____________



                                MUTUAL FUND GROUP

  JPMORGAN LARGE CAP EQUITY FUND (FORMERLY, CHASE VISTA LARGE CAP EQUITY FUND)


         PLEASE INDICATE YOUR VOTE BY AN "X" ON THE APPROPRIATE LINE BELOW.

         This proxy, if properly executed, will be voted in the manner directed
by the shareholder.

         IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.

         Please refer to the Combined Prospectus/Proxy Statement for a
discussion of each Proposal.

         THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH
FOLLOWING PROPOSAL.

         Proposal 1:  To approve or disapprove of the Reorganization.

         For_____          Against_____              Abstain_____

         Proposal 2:  To approve or disapprove the election of each of the
                      Nominees .

         For_____          Against_____              Abstain_____

         To withhold authority to vote for any individual Nominee, write that
         Nominee's name here:

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