FORM OF PROXY

Preliminary Proxy Material

                         J.P. MORGAN INSTITUTIONAL FUNDS

                     J.P. MORGAN PRIME CASH MANAGEMENT FUND

         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 J.P. Morgan Institutional Cash Management 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 _____________, _______

         ___________________________

         ___________________________



         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 PRIME CASH MANAGEMENT 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:

________________________________________________________________________________