FORM OF PROXY

Preliminary Proxy Material

                        J.P. MORGAN INSTITUTIONAL FUNDS

                    JPMORGAN U.S. EQUITY FUND ADVISOR SERIES

       This proxy is solicited on behalf of the Board of Trustees of J.P. Morgan
Institutional 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 JPMorgan U.S. Equity Fund - Advisor Series 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 __________ ___, _______

____________________________

____________________________



       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 INSTITUTIONAL FUNDS

                    JPMORGAN U.S. EQUITY FUND ADVISOR SERIES

       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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