FORM OF PROXY

Preliminary Proxy Material

                                J.P. MORGAN FUNDS

                        J.P. MORGAN TAX EXEMPT BOND FUND

       This proxy is solicited on behalf of the Board of Trustees of J.P. Morgan
Funds 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 J.P. Morgan Tax Exempt Bond 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 _____________.



                                J.P. MORGAN FUNDS

                        J.P. MORGAN TAX EXEMPT BOND 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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