O'SHAUGHNESSY DOGS OF THE MARKET FUND
OF O'SHAUGHNESSY FUNDS, INC.
35 MASON STREET
GREENWICH, CONNECTICUT 06830
P R O X Y

THIS PROXY IS SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS  OF  O'SHAUGHNESSY
FUNDS, INC.


     The  undersigned  hereby  appoints  James  P.  O'Shaughnessy,   Christopher
Loveless  and Daniel  Kraninger  as proxies,  each with the power to appoint his
substitute,  and hereby  authorizes  each of them to represent  and to vote,  as
designated on the reverse hereof, all of the shares of the O'Shaughnessy Dogs of
the Market Fund (the  "Fund")  held of record by the  undersigned  on January 5,
2000, at a Special  Meeting of  Shareholders  of the Fund to be held on February
25, 2000 or any adjournment thereof.


     THIS  PROXY  WHEN  PROPERLY  EXECUTED  WILL BE VOTED IN THE  MANNER  HEREIN
DIRECTED BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE,  THIS PROXY
WILL BE VOTED FOR PROPOSAL 1.

     By signing  and dating the reverse  side of this card,  you  authorize  the
proxies to vote each  proposal as marked,  or if not marked,  to vote "FOR" each
proposal,  and to use  their  discretion  to vote for any  other  matter  as may
properly  come  before the  meeting or any  adjournment  thereof.  If you do not
intend to personally attend the meeting, please complete and return this card at
once in the enclosed envelope.

                                (Continued and to be signed on the reverse side)


1. To approve the Agreement and Plan        FOR [ ]   AGAINST [ ]   ABSTAIN [ ]
of   Reorganization    between   the
O'Shaughnessy  Dogs  of  the  Market      Please  sign  exactly as name  appears
Fund    and    the     O'Shaughnessy      hereon.  When shares are held by joint
Cornerstone Value Fund.                   tenants,   both  should   sign.   When
                                          signing as  attorney  or as  executor,
2. In their  discretion,  the  named      administrator,  trustee  or  guardian,
proxies  may vote to  transact  such      please  give full title as such.  If a
other  business as properly may come      corporation,   please   sign  in  full
before    the    meeting    or   any      corporate  name by  president or other
adjournment thereof.                      authorized  officer. If a partnership,
                                          please  sign  in  partnership  name by
                                          authorized persons.


PLEASE MARK BOXES /X/ OR [X] IN BLUE      Dated:________________________________
OR BLACK INK. SIGN,  DATE AND RETURN
THE PROXY  CARD  PROMPTLY  USING THE      X_____________________________________
ENCLOSED ENVELOPE.                                       Signature

                                          X_____________________________________
                                                 Signature, if held jointly