FORM OF PROXY

Preliminary Proxy Material

                                J.P. MORGAN FUNDS

                       J.P. MORGAN PRIME MONEY MARKET 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 J.P. Morgan 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 FUNDS

                       J.P. MORGAN 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: ________________________________________________.