O'SHAUGHNESSY DOGS OF THE MARKET FUND OF O'SHAUGHNESSY FUNDS, INC. 35 MASON STREET GREENWICH, CONNECTICUT 06830 PROXY 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 December 7, 1999, at a Special Meeting of Shareholders of the Fund to be held on January 21, 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 Fund and the O'Shaughnessy Cornerstone Value Fund. 2. In their discretion, the named Please sign exactly as name appears proxies may vote to transact such hereon. When shares are held by joint other business as properly may come tenants, both should sign. When before the meeting or any adjournment signing as attorney or as executor, thereof. administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized persons. Dated:________________________________ PLEASE MARK BOXES /X/ OR [X] IN BLUE X_____________________________________ OR BLACK INK. SIGN, DATE AND RETURN Signature THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. X_____________________________________ Signature, if held jointly