FORM OF PROXY

Preliminary Proxy Material

                               J.P. MORGAN FUNDS

                    J.P. MORGAN NEW YORK 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 JPMorgan New York 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 __________ ___, _______

     ----------------------------

     ----------------------------



     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 NEW YORK 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:

--------------------------------------------------------------------------------