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