O'SHAUGHNESSY AGGRESSIVE GROWTH 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  Aggressive  Growth
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  Aggressive  Growth Fund
and  the   O'Shaughnessy   Cornerstone
Growth 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