FORM OF PROXY


Preliminary Proxy Material


                         J.P. MORGAN INSTITUTIONAL FUNDS

             J.P. MORGAN INSTITUTIONAL TAX-EXEMPT MONEY MARKET FUND

     This proxy is solicited on behalf of the Board of Trustees of JPMorgan
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 J.P. Morgan Institutional Tax-Exempt Money Market 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
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                         J.P. MORGAN INSTITUTIONAL FUNDS

               JPMORGAN INSTITUTIONAL TAX-EXEMPT MONEY MARKET 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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