FORM OF PROXY

Preliminary Proxy Material

                         J.P. MORGAN INSTITUTIONAL FUNDS

                J.P. MORGAN INSTITUTIONAL PRIME 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 Prime 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 __________.





                         J.P. MORGAN INSTITUTIONAL FUNDS

                J.P. MORGAN INSTITUTIONAL PRIME 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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