SUMMARY OF PROPOSALS

Below is brief summary of each proposal, and how each will affect the Funds. We urge you to read the full text of the Proxy Statement.

Proposal 1 - Reorganization

You are being asked to consider an Agreement and Plan of Reorganization, which includes: (a) the transfer by each Fund of all assets to an identically-named series of the Dreman Trust (each, a “New Fund” and collectively, the “New Funds”), in exchange for shares of the such New Fund and the assumption by the New Fund of liabilities of its transferring Fund, and (b) the distribution of the New Fund’s shares to shareholders of each Fund (the “Reorganization”). A form of the Agreement and Plan of Reorganization is attached as Exhibit A (the “Reorganization Plan”).

The Reorganization will not change the name, investment objective or principal investment strategy of the Funds, their fiscal year, or the independent public accountants to the Funds. The Funds’ investment adviser and portfolio managers, distributor, administrator, fund accounting agent, transfer agent and independent registered public accountants are expected to remain the same (see “PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” below). Each shareholder will own the same number of shares of the New Fund immediately after the Reorganization as the number of identically-named Fund shares owned by the shareholder immediately prior to the Reorganization. Each New Fund will offer the same shareholder services as its corresponding Fund. Approval of the Proposal also will be deemed as authorization for an officer of the Trust, on behalf of each Fund as the sole initial shareholder of its corresponding New Fund, to approve actions and agreements to assure the continuity of services for the New Funds, including an agreement with the present adviser to the Funds.

Following the Reorganization, as series of the Dreman Trust, the New Funds will no longer be subject to the provisions of Ohio law but, rather, will be governed by the laws of the State of Delaware. In addition, the New Funds also will have a different slate of trustees who will be responsible for overseeing their operations, including a new chairman of the board of trustees. For more information about the anticipated benefits of the Reorganization, see “PROPOSAL 1 – REORGANIZATION: Reasons For The Proposed Reorganization” below.

The Board recommends a vote “FOR” Proposal 1.

Proposal 2 – Approval and Ratification of Dreman Trustees

You are also being asked to approve and ratify the current trustees serving on the board of trustees of the Dreman Trust (the “Dreman Board”), who will serve as your representatives with respect to the New Funds and, as fiduciaries, will have an obligation to serve in the shareholders’ best interests. As part of its duties, the Dreman Board will review each New Fund’s performance, oversee Fund activities and review contractual arrangements with the various service providers to the New Funds.

Information relating to the current trustees of the Dreman Trust (the “Dreman Trustees”) is presented below under “PROPOSAL 2 – APPROVAL AND RATIFICATION OF DREMAN TRUSTEES”.

Proposal 3– Ratification of Independent Registered Public Accounting Firm

You are also being asked to ratify the Board’s selection of Cohen Fund Audit Services, Ltd. as the Funds’ independent public registered accounting firm. If Cohen Fund Audit Services, Ltd is ratified by the shareholders, the Dreman Board is also expected to approve the firm to continue serving as such following the Reorganization. Additional information about the independent public registered accounting firm is presented under Proposal 3 below.

VOTING INFORMATION

Shareholders of record of the Funds at the close of business on November 12, 2007 will be entitled to vote at the meeting or at any adjournments thereof. As of the record date, there were issued and outstanding the following number of shares for each Fund:

Shareholders are entitled to one vote for each share held and a proportionate vote for each fractional share held. Shareholders of each Fund will vote separately on each proposal. The presence at the meeting of holders of a majority of the outstanding shares of each Fund entitled to vote, in person or by proxy, shall constitute a quorum for the meeting for that Fund. A quorum being present, each Fund will adopt

(i)      Proposal 1 if a majority of the shares of each Fund, voting separately, vote to approve Proposal 1. For purposes of the proposal, majority means the lesser of: (a) 67% or more of the voting securities of that Fund present at the meeting, if 50% or more of the outstanding voting securities of such Fund are represented in person or by proxy; or (b) 50% or more of the outstanding voting securities of such Fund.

(ii)        Proposals 2 and 3 if a majority of shares of the Funds voting at the meeting, voting collectively, approve Proposals 2 and 3.

For purposes of determining (i) the presence of a quorum, and (ii) whether sufficient votes have been received for approval of a particular proposal, abstentions and broker “non-votes” (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present at the meeting. For this reason, abstentions and broker non-votes will assist the Fund in obtaining a quorum, but will not be counted as either a vote “FOR” or “AGAINST” a proposal (i.e., will be disregarded for purposes of obtaining the requisite vote for approval of any proposal).

If, with respect to any Fund, either (a) a quorum is not present at the meeting, or (b) a quorum is present but sufficient votes in favor of a proposal have not been obtained, then the persons named as proxies may propose one or more adjournments of the meeting with respect to such Fund, without further notice to the shareholders of the Fund, to permit further solicitation of proxies, provided such persons determine, after consideration of all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, that an adjournment and additional solicitation is reasonable and in the interests of shareholders. The persons named as proxies will vote those proxies that such persons are required to vote FOR such proposal, as well as proxies for which no vote has been directed, in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against such adjournment.

In order to assure an orderly Reorganization of the business of the Funds, the Board of Trustees of the Funds has determined that shareholders of a Fund must approve both Proposal 1 and the shareholders of all of the Funds (voting collectively) must approve and ratify the current Dreman Trustees in order for the Reorganization to proceed with respect to that Fund. If a majority of the shareholders of any one Fund, voting separately, do not approve Proposal 1 and the shareholders of the Funds, voting collectively, do not approve the Dreman Trustees under Proposal 2, then that particular Fund will be excluded from the Reorganization (that is, the Fund will remain a series of the Trust). However, all other Funds that obtain the requisite vote with respect to Proposals 1 and 2 will be included in the Reorganization and will become series of the Dreman Trust. The Reorganization will proceed whether or not shareholders approve Proposal 3. In the event that shareholders fail to ratify the Funds’ current independent public accounting firm, the Dreman Board will, following the Reorganization, select a new independent public accounting firm for the New Funds.

The meeting may be adjourned from time to time by the vote of a majority of the shares represented at the meeting, whether or not a quorum is present. If the meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed. At any adjourned meeting, the Trust may transact any business which might have been transacted at the original meeting.

The individuals named as proxies on the enclosed proxy card will vote in accordance with the shareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If the shareholder properly executes a proxy and gives no voting instructions with respect to any proposal, the shares will be voted in favor of such proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the meeting. The Board of Trustees of the Trust is not aware of any other matters to come before the meeting.

REVOCATION OF PROXIES

If you return a properly executed proxy card, but later wish to revoke it, you may do so at any time before it is voted by doing any of the following:

SOLICITATION OF PROXIES

We are soliciting these proxies by U.S. mail, and may also solicit them in person, by telephone, by facsimile, or by any other electronic means. The Adviser is paying for the costs of this proposed reorganization, and is paying for the expense of preparing, printing, and mailing of this proxy statement, the enclosed proxy card, and other expenses relating to the shareholder meeting. The Adviser has engaged Altman Group to assist in proxy solicitation at a cost to the Adviser of approximately $5,618. Employees of the Adviser and of Unified Financial Securities, Inc. or Unified Fund Services, Inc., service providers for the Funds, may make additional solicitations to obtain the necessary shareholder representation at the meeting, but will receive no additional compensation for doing so. We will count proxies that are properly authorized by telephone or electronically-transmitted instruments, to the extent that we are able to verify your identity when you authorize your proxy in that manner.

The most recent annual report of the Contrarian Funds, including financial statements, for the fiscal year ended October 31, 2006, as well as the semi-annual report for each of the Contrarian Funds and Quantitative Funds for the semi-annual period ended April 30, 2007, have been mailed previously to the shareholders. If you have not received these reports or would like to receive additional copies free of charge, please contact the Funds at the address set forth on the first page of this proxy statement or by calling 1-800-247-1014, and they will be sent to you within three business days by first class mail.

PROPOSAL 1 - REORGANIZATION

At a meeting of the Trustees of the Trust held on August 20, 2007, the Trustees, including the Trustees who are not “interested persons” as that term is defined in the Investment Company Act of 1940 (“Independent Trustees”), considered the Reorganization Plan substantially in the form attached to this Proxy Statement, and unanimously determined that the Reorganization is in the best interests of the shareholders of each Fund and that the interests of those shareholders will not be diluted as a result of the Reorganization.

Reasons For The Proposed Reorganization

The Adviser requested that the Board consider the Reorganization. The Adviser represented to the Board that New Funds will have greater opportunity for asset growth and may have opportunity to attract substantial investments in a stand alone trust under the “Dreman” name. The Adviser also represented that the Funds’ shareholders would not be required to pay for the Reorganization because the Adviser would bear all costs of the Reorganization. Finally, the Adviser assured the Board that the Reorganization would not result in any changes to the Funds’ investment objectives or strategies, or in the portfolio management team. The Board of Trustees of the Trust, including the Independent Trustees, unanimously approved the Reorganization Plan based on information requested by the Board and provided by the Adviser. In approving the Reorganization, the Trustees of the Trust determined that the proposed reorganization would be in the best interests of each Fund, and that the interests of each Fund’s shareholders would not be diluted as a result of effecting the Reorganization. Summarized below are the key factors considered by the Trustees:

The Board is submitting to the shareholders of each Fund a proposal to approve the Reorganization Plan for that Fund. If shareholders of your Fund approve this proposal and the shareholders of the Funds collectively approve the current trustees of the Dreman Trust, the Trustees and officers of the Trust will execute and implement the Reorganization Plan for your Fund. If approved, the Reorganization is expected to take effect on or about January 11, 2008 (the “Closing Date”), although that date may be adjusted in accordance with the Reorganization Plan.

Summary of The Reorganization Plan and Agreement

Below is a summary of the important terms of the Reorganization Plan. This summary is qualified in its entirety by reference to the Reorganization Plan itself, which is set forth in Exhibit A to this Proxy Statement, and which we encourage you to read in its entirety. All information regarding the Dreman Trust, its operations and the various agreements between the Dreman Trust and its several service providers have been supplied by the Adviser, and neither the current Trust nor any of its Trustees or officers have independently verified the accuracy of such information.

General Plan Of Reorganization. The Reorganization Plan consists of several steps that will occur on the Closing Date after shareholder approval. First, each Fund will transfer all of its assets to a corresponding New Fund of the Dreman Trust in exchange solely for all of the shares of the corresponding New Fund and an assumption by such New Fund of all of the liabilities of the corresponding Fund. Second, on behalf of the Funds (as the sole initial shareholder of the shares of the New Funds in the Dreman Trust), an officer of the Trust will execute a consent approving or ratifying a number of organizational matters with respect to each New Fund, including approval of a new investment advisory agreement between the Adviser and the corresponding New Fund in the Dreman Trust. Immediately thereafter, each Fund will liquidate and distribute the shares received from the corresponding New Fund to its shareholders in exchange for their shares of that Fund. This will be accomplished by opening an account on the books of the corresponding New Fund in the name of each shareholder of record of the Fund and by crediting to each such account the shares due to the shareholder in the Reorganization. Every shareholder will own the same number of shares of the corresponding New Fund as the number of Fund shares held by the shareholder immediately before the Reorganization. For example, if you held 100 shares of the Dreman Contrarian Large Cap Value immediately prior to the close of the New York Stock Exchange on the Closing Date, those shares would be canceled and you would receive 100 shares of the corresponding New Fund. The value of your investment immediately after the Reorganization will be the same as it was immediately prior to the Reorganization. All of these transactions would occur as of the Closing Date.

Other Provisions. The Reorganization is subject to a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by the Board of Trustees of each of the Trust and Dreman Trust. The significant conditions which may not be waived include: (a) the receipt by the Trust and the Dreman Trust of an opinion of counsel as to certain federal income tax aspects of the Reorganization, and (b) the approval of the Reorganization Plan by shareholders of each Fund. The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date, before or after approval by the shareholders of the Funds, by the Board of Trustees of the Trust. In addition, the Reorganization Plan may be amended by the Board of Trustees of the Trust. However, shareholder approval would be required in order to amend the Reorganization Plan, subsequent to the shareholders meeting, in a manner that would change the method for determining the number of shares to be issued to shareholders of the existing Funds.

Elections, Approvals And Ratifications

The Investment Company Act of 1940, as amended (“1940 Act”) generally requires that shareholders of a mutual fund elect the fund’s trustees, approve the fund’s investment advisory agreements and any distribution plans administered pursuant to Rule 12b-1 under the 1940 Act, as well as ratify the trustees’ selection of an independent accountant for the fund. Those requirements apply to all new mutual funds, including the New Funds. If shareholders of a Fund approve the proposed Reorganization, they will also be deemed to have authorized an officer of the Trust, on behalf of the Fund as initial shareholder of the New Funds, to approve the continuation of agreements with all of the Fund’s current service providers, including the Adviser, and the adoption and continuation of that New Fund’s distribution plan administered pursuant to Rule 12b-1 under the 1940 Act. In Proposal 2 below, shareholders are being asked to approve and ratify the current Dreman Trustees. To the extent the shareholders ratify the selection of Cohen Fund Audit Services, Ltd, shareholders will also be deemed to have approved the same to serve as the independent registered public accountants for the New Funds following the reorganization. In general, there will be no substantive changes in those areas noted above between the Funds to the New Funds, except that the New Funds will have a new set of trustees and officers.

COMPARISON OF THE FUNDS AND THE NEW FUNDS

Investment Objectives, Limitations and Restrictions; Principal Investment Strategies and Risks

Investment Objectives. The investment objectives for each New Fund will be identical to those of its identically named Fund. For example, the investment objectives of Funds and the New Funds are as follows.

Principal Strategies. The principal strategies for each New Fund will be identical to those of its identically named Fund.

Investment Limitations. Except with respect to investments in illiquid securities, each Fund’s investment limitations will be identical to those of the corresponding New Fund.

Illiquid Investments. The Funds currently are prohibited from purchasing any securities for which there are legal or contractual restrictions on resale or other illiquid securities. Generally, an illiquid security is any security that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the security.

In contrast, the New Funds will have the ability to invest up to 15% of their net assets in illiquid and/or restricted securities. Such investments in illiquid securities will subject the New Funds to additional risks. For example, if a New Fund purchases illiquid securities, it may incur registration expenses and other transaction costs that are higher than those for transactions in liquid securities. A New Fund may experience significant delays in disposing of illiquid securities due to the absence of a readily available market. Illiquid securities typically also require more frequent pricing at fair value because market quotations generally are not readily available. There is no assurance that a New Fund will realize fair valuation upon the sale of such a security.

For detailed information about the Funds’ principal investment strategies and risks, as well as each of their investment limitations and restrictions, see the Funds’ Prospectuses and Statements of Additional Information.

Fees and Expenses

The Reorganization is not expected to result overall in an increase in shareholder fees and expenses. Certain expenses, such as trustee and officer expenses, are expected to decline. As described below, the Adviser has agreed to continue its expense limitation agreements with respect to the New Funds through October 31, 2009. More detailed information about the annual fund operating expenses for the Contrarian Fund and the Quantitative Funds is set forth in the Funds’ Prospectuses.

Adviser

Dreman Value Management, LLC, the Funds’ Adviser, is expected to continue as investment adviser to the New Funds. If your Fund approves Proposal 1 with respect to the Reorganization, your Fund will be deemed to have authorized an officer of the Trust to execute, on behalf of your Fund, a consent approving an advisory agreement pursuant to which the Adviser will continue to serve as the New Fund’s adviser following the Reorganization. For additional information about the Adviser and the services provided to the Funds, se the section headed “Information Concerning the Investment Adviser” below.

Performance Information

The Reorganization will not result in a disruption of the Funds’ performance information or the manner in which such performance information is calculated. Because the Funds’ Adviser and portfolio managers will continue to manage the New Funds following the Reorganization, each New Fund will assume the performance of the corresponding Fund, as permitted by applicable federal laws and regulations, and will calculate its performance beginning as of the date that the corresponding Fund commenced investment operations.

Independent Accountants

Cohen Fund Audit Services, Ltd. (“Cohen”), located at 800 Westpoint Parkway, Suite 1100, Westlake, Ohio 44145, currently serves as each Fund’s independent accountant. In Proposal 3 below, you are being asked to ratify Cohen as the Funds’ independent public accountant. If ratified, Cohen will continue in the same capacity for the New Funds following the Reorganization. If the shareholders of the Trust do not ratify the appointment of Cohen, then, following the Reorganization, the Dreman Board will have to consider and implement new arrangements to audit the books and records of the New Funds.

Distributor

Unified Financial Securities, Inc., which serves as the Funds’ distributor (the “Distributor”), will continue to serve in the same capacity for the New Funds following the Reorganization. The Distributor is located at 2960 N. Meridian Street, Ste. 300, Indianapolis, IN 46208. The Distributor is obligated to sell the shares of the Funds on a best efforts basis only against purchase orders for the shares. Shares of the Funds are offered to the public on a continuous basis.

Administrator, Fund Accounting and Transfer Agency Services

Unified Fund Services, Inc., the Funds’ administrator, fund accountant, transfer agent and dividend disbursing agent (“Unified”), will continue to serve in the same capacity to the New Funds following the Reorganization. Unified is located at 2960 N. Meridian Street, Ste. 300, Indianapolis, IN 46208.     

Unified maintains the records of each shareholder’s account, answers shareholders’ inquiries concerning their accounts, processes purchases and redemptions of Fund shares, acts as dividend and distribution disbursing agent and performs other transfer agent and shareholder service functions. In addition, Unified provides the Funds with fund accounting services, which includes certain monthly reports, record keeping and other management-related services.

Custodian

Huntington National Bank, located at 41 South High Street, Columbus, Ohio 43215, is custodian of the Funds’ investments (the “Custodian”). The Custodian will continue to serve in the same capacity for the New Funds. The Custodian acts as the Funds’ depository, safe keeps their portfolio securities, collects all income and other payments with respect thereto, disburses funds at the Funds’ request and maintains records in connection with its duties. The Custodian’s parent company, Huntington Bancshares, Inc., is also the parent company of Unified and the Distributor. Unified and the Distributor each operates as a wholly-owned subsidiary of Huntington.

Fiscal Year

Each of the Funds currently operates on a fiscal year ending October 31st. Following the Reorganization, the New Funds will also operate on a fiscal year ending October 31.

Continuation of Shareholder Accounts and Plans

Unified Fund Services, Inc., as the Trust’s and Dreman Trust’s transfer agent, will establish accounts for all current Fund shareholders with the New Funds. These accounts will be identical in all material respects to the accounts currently maintained by the Fund on behalf of its shareholders. In accordance with the terms and provisions of the Reorganization Plan, each of these accounts will contain the same number of New Fund shares as the account held by that shareholder immediately prior to the Reorganization.

Shareholder Services

The New Funds will offer the same shareholder services as the Funds, including telephone exchanges, and telephone redemptions. For example, following the Reorganization, shareholders may exchange shares of one New Fund with shares for another New Fund. As with the Funds, exchange privileges may not be available for all New Funds and may continue to be limited to a specified holding period or may be changed or eliminated.

Shares of the New Funds may be redeemed at a redemption price equal to the net asset value of the shares as next determined following the receipt of a redemption order and any other required documentation in proper form, less any applicable redemption fee. Payment of redemption proceeds for redeemed New Fund shares will generally be made within seven days after receipt of a redemption request in proper form and documentation.

Dividends and Distributions

Each New Fund will have the same dividend and distribution policy as its corresponding Fund. Shareholders who have elected to have their dividends reinvested will continue to have dividends reinvested in the appropriate New Fund following the Reorganization. Shareholders who currently have capital gains reinvested in a Fund will continue to have capital gains reinvested in the appropriate New Fund.

Certain Comparative Information about The Trust and The Dreman Trust

The following is a summary of certain differences between the Trust’s Agreement and Declaration of Trust and By-Laws adopted by the Trust versus those adopted by Dreman Trust. This summary is not a complete list of the differences. Shareholders should refer to the provisions of these documents and to state law directly for a more thorough comparison. Copies of each of these documents are available to shareholders without charge upon written request.

General. The Trust was organized as an Ohio business trust pursuant to an Agreement and Declaration of Trust (the “Ohio Trust Instrument”) filed with the State of Ohio on October 17, 2002. As an Ohio business trust, the Trust’s operations are currently governed by its Ohio Trust Agreement, as well as by applicable federal and Ohio law. The Dreman Trust was organized as a Delaware statutory trust on July 31, 2007. As a Delaware business trust, the Dreman Trust’s operations are governed by its Agreement and Declaration of Trust (the “Delaware Trust Instrument”), By-Laws and applicable federal and Delaware law.

Under the Delaware Trust Instrument and By-Laws, the Dreman Trustees will have more flexibility than is currently permitted for the Trustees of the Trust and, subject to applicable requirements of the 1940 Act and Delaware law, broader authority to act. For examples of such increased flexibility and/or broader power to act, see “Powers of the Trustees” below. This increased flexibility may allow the Dreman Trustees to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the Dreman Trust to operate in a more efficient and economical manner. The Dreman Trustees’ existing fiduciary obligations to act with due care and in the interest of shareholders will not be affected by the Reorganization.

Term of Trustees. The term of office of a trustee of both the Trust and the Dreman Trust is unlimited in duration unless the trustees themselves adopt a limited term. A person serving as trustee under the Ohio Trust Instrument continues to serve as such until the person dies, resigns, retires or is removed from office. A person serving as a trustee also will continue as such under the Delaware Trust Instrument until the person dies, resigns, retires, is removed, or becomes physically or mentally incapacitated or otherwise unable to serve. Under both the Ohio Trust Instrument and the Delaware Trust Instrument, a trustee may be removed by written instrument signed by at least two-thirds of the number of trustees, or at a meeting of shareholders of the applicable trust by a vote of shareholders owning at least two-thirds of the outstanding shares of all portfolios. Furthermore, the Ohio Trust Instrument allows for removal of a trustee by declaration in writing of two-thirds of the shares then outstanding, if filed with the Trust’s custodian. There is no similar provision with respect to the Dreman Trust.

Limitation of Liability of Trustees and Officers. A trustee or officer of either the Trust or the Dreman Trust will be personally liable only for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Under both Trusts, trustees and officers may be indemnified by the applicable Trust for the expenses of litigation against them unless it is determined that the trustee’s conduct constituted willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties.

Trustee Ex Officio. The Delaware Trust Instrument contains a provision for a Trustee Ex Officio; there is no similar provision in the Ohio Trust Instrument.

The Trustee Ex Officio receives notice of each meeting of the Dreman Trustees, has the right to attend and participate in the deliberations of the Dreman Trustees, and has the same rights and privileges as each other Dreman Trustee. Except as provided below, the Trustee Ex Officio is not included in any calculation of the presence of a quorum of the Dreman Trustees or to determine the required vote needed to approve any matter, shall not have the power to vote or consent to the conduct of the business of the Dreman Trust as conducted by the Dreman Trustees, and shall be an “interested person” of the Dreman Trust under the 1940 Act.

At any time when there is only one Dreman Trustee serving on the Board of Trustees who is an affiliated person of the Adviser, if such affiliated Dreman Trustee becomes incapacitated or is otherwise unable to fulfill the duties of his or her office, the Trustee Ex Officio (if an affiliated person of the Adviser) or the most senior of such affiliated Trustees Ex Officio will become a Dreman Trustee with full voting rights until such time as: (i) the original affiliated Dreman Trustee reassumes his or her duties, or (ii) a successor is elected or appointed as provided in the Delaware Trust Agreement. If acting as acting Dreman Trustee under this provision, the Trustee Ex Officio may not hold such position for longer than four consecutive months.

Shareholder Meetings. Neither the Dreman Trust nor the Trust is required to hold annual shareholder meetings. Under the Ohio Trust Instrument, a majority of shares entitled to vote is deemed a quorum for the purpose of transacting business at a shareholder meeting. The Delaware Trust Instrument requires one-third of the shares for quorum.

Legal Proceedings. The Delaware Trust Instrument limits those who may bring derivative actions, suits or other proceedings on behalf of or with respect to any particular New Fund (or class of such New Fund) to trustees who are not a shareholder of that New Fund or its relevant class. Furthermore, shareholders of a New Fund may not maintain a derivative action with respect to such New Fund or applicable class unless holders of at least ten percent of the outstanding shares of such New Fund or particular class join in the bringing of the action. The Ohio Trust Instrument does not contain a similar limitation with respect to the Trust.

Portfolio Trustees. The Delaware Trust Instrument allows the Dreman Trustees to appoint separate trustees to oversee particular series of the Dreman Trust. The Ohio instrument does not specifically contain this power.

Powers of the Trustees. Under the Delaware Trust Instrument, the Dreman Trustees have the power to cause shareholders to directly pay charges of the Dreman Trust’s custodian or transfer, shareholder or similar agent, by deducting such charges from each shareholder pro rata portion of declared but unpaid dividends, and/or by reducing the number of shares held in the account of such shareholder. For example, this authority would allow the Trust to provide for the payment of annual fees to a custodian by a shareholder establishing a retirement account. Trustees under the Ohio Trust Instrument do not have similar powers.

EXPENSES OF THE REORGANIZATION

The Adviser, Dreman Value Management, contractually has agreed to bear all expenses associated with the transactions contemplated by the Reorganization Plan, including expenses associated with the solicitation of proxies, currently estimated to equal approximately $5,618.

FEDERAL INCOME TAX CONSEQUENCES

The Reorganization is intended to qualify for Federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). No gain or loss will be recognized as a consequences of the Reorganization by a Fund (except to the extent that such assets consist of contracts described in section 1256 of the Code), nor will a gain or loss will be recognized by the shareholders of a Fund as a result of the Fund's distribution of its corresponding New Fund shares to such shareholders in exchange for such shareholder's Fund shares. In addition, a shareholder's tax basis for shares held in a Fund will carryover to the shares of the corresponding New Fund acquired in the Reorganization, and the holding period for shares held as a capital asset also will carryover to the corresponding New Fund shares received in the Reorganization. As a condition to the Closing Date, each of the Trust and Dreman Trust shall have received a legal opinion from Greenberg Traurig, LLP to the effect that the Reorganization will qualify as a tax-free reorganization with the foregoing tax consequences. That opinion will be based upon certain representations and warranties made by the Trust and the Dreman Trust and certifications received from the Trust and the Dreman Trust on behalf of each of the Funds and the New Funds.

Immediately prior to the Closing Date, each Fund shall have declared and paid a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing Date, and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

You should consult your tax adviser regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances. Since the foregoing discussion relates only to the Federal income tax consequences of the Reorganization, you should also consult your tax adviser as to state and local tax consequences, if any, of the Reorganization.

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT

TRUSTEES, UNANIMOUSLY RECOMMENDS

THAT THE SHAREHOLDERS VOTE “FOR” PROPOSAL 1 – APPROVAL OF REORGANIZATION.

INFORMATION CONCERNING THE INVESTMENT ADVISER

Dreman Value Management, LLC, located at 520 East Cooper Avenue, Suite 230-4, Aspen, CO 81611, serves as Adviser to each Fund under an investment advisory agreement with the Trust on behalf of such Fund. The Dreman Contrarian Large Cap Value Fund commenced investment operations on November 4, 2003; the Dreman Contrarian Mid Cap and Small Cap Value Funds commenced investment operations on December 31, 2003. Each of the Contrarian Funds’ investment advisory agreement is dated September 7, 2003. The Quantitative Funds commenced investment operations on April 3, 2007 and each of their investment advisory agreements was effective as of the same date.

Each Fund pays the Adviser fees for its services. The fees are computed daily and paid monthly, and are calculated as a percentage of the particular Fund’s average daily net assets at the annual rates set forth below. In addition, the Adviser has contractually agreed to waive its management fee and/or reimburse certain operating expenses, to the extent necessary to maintain each Fund’s net operating expenses, excluding brokerage fees and commissions, 12b-1 fees, borrowing costs (such as interest and dividend expenses on securities sold short), taxes, extraordinary expenses and any indirect expenses (such as fees and expenses of underlying funds that each Fund may acquire), at rates set forth below:

The Adviser’s expense limitation agreement with respect to the Contrarian Funds expires on February 28, 2008, while that for the Quantitative Funds expires on October 31, 2009. As set forth below, the Adviser has agreed to maintain these expense limitations for the New Funds and, additionally, will extend the Contrarian Funds’ expense limitation agreement to October 31, 2009.

For the fiscal year ended October 31, 2007, the Funds paid the Adviser management fees in the following amounts:

Each Fund’s investment advisory agreement provides that it will continue in effect, unless sooner terminated, for two years from its initial effective date and, thereafter, shall continue for additional one (1) year periods only if such continuance is approved at least annually by the Trustees, including a majority of the Independent Trustees, by votes cast in person at a meeting called for such purpose, or by vote of a majority of the outstanding shares of the applicable Fund. Each investment advisory agreement for the Quantitative Funds and Contrarian Funds provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the applicable Fund in connection with the performance of the Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or negligence on the part of the Adviser in the performance of its duties, or from reckless disregard by the Adviser of its duties and obligations thereunder.

Other Fees Paid by Funds to Adviser. Each Fund has adopted a plan under Rule 12b-1 of the 1940 Act (each, a “12b-1 Plan”) pursuant to which the Fund compensates the Adviser and/or any registered securities dealer, financial institutions or any other person for providing personal services to shareholders, including, but not necessarily limited to, advertising, compensation to underwriters, dealers and selling personnel, the printing and mailing of prospectuses to other than current Fund shareholders, the printing and mailing of sales literature and servicing shareholder accounts. Amounts payable by each Fund pursuant to the 12b-1 Plan during any one fiscal year are limited to 0.25% of the average daily net assets of the Fund. For the fiscal year ending October 31, 2007, the Adviser voluntarily waived the 12b-1 fees due from the Funds as compensation for its shareholder services. This waiver is voluntary and may be discontinued at any time.

Board Consideration of Advisory Agreements

Prior to commencing investment operations, each Fund’s investment advisory was approved by the Board and the Fund’s sole initial shareholder.

Contrarian Funds. The Contrarian Funds’ investment advisory agreements were last considered by the Board at a meeting held on May 21, 2007.

(i)        Contrarian Large Cap Fund. In considering the agreement from the Dreman Contrarian Large Cap Fund, the Board primarily considered that: (1) the one-year and three-year returns for the Fund as of March 31, 2007 exceeded the returns of the S&P 500 Index during the same periods; and, although the Fund’s one-year return lagged the average return for other large-cap value equity funds, the Fund’s three-year return exceeded that of its peer group; (2) the Fund’s total expense ratio was lower than the average ratio of other large-cap value equity funds, after fee waivers and reimbursements by the Adviser; (3) the Adviser had agreed to continue waiving its fees/reimbursing operating expenses of the Fund for an additional year; (4) up until then, the Adviser had not realised any profits from managing the Fund and, as a result, it was not necessary to discuss economies of scale; and (5) the Adviser engages in soft dollar arrangements pursuant to which the Fund’s brokerage transactions are directed to a broker-dealer in exchange for research services that benefit the Adviser in providing investment advice to the Fund. As a result of their considerations, the Trustees, including the Independent Trustees, unanimously determined that continuation of the investment advisory agreement between the Trust and the Adviser is in the best interests of the Dreman Contrarian Large Cap Value Fund and its shareholders.

(ii)       Contrarian Mid Cap Fund: In considering the agreement on behalf of the Dreman Contrarian Mid Cap Fund, the Board primarily considered that: (1) the one-year and three-year returns for the Fund as of March 31, 2007 exceeded the returns of the S&P MidCap 400 Index and the average returns for other mid-cap value equity funds for the same period; (2) the Fund’s total expense ratio was lower than the average ratio of other mid-cap value equity funds, after fee waivers and reimbursements by the Adviser; (3) the Adviser had agreed to continue waiving its fees/reimbursing operating expenses of the Fund for an additional year; (4) up until then, the Adviser had not realised any profits from managing the Fund and, as a result, it was not necessary; and (5) the Adviser engages in soft dollar arrangements pursuant to which the Fund’s brokerage transactions are directed to a broker-dealer in exchange for research services that benefit the Adviser in providing investment advice to the Fund. As a result of their considerations, the Trustees, including the Independent Trustees, unanimously determined that continuation of the investment advisory agreement between the Trust and the Adviser is in the best interests of the Dreman Contrarian Mid Cap Value Fund and its shareholders.

(iii)      Contrarian Small Cap Fund: In considering the agreement on behalf of the Dreman Contrarian Small Cap Fund, the Board primarily considered that: (1) the one-year and three-year returns for the Fund as of March 31, 2007 exceeded the returns of the Russell 2000 Value Index and the average returns for other small-cap value equity funds for the same period; (2) the Fund’s total expense ratio was lower than the average ratio of other small-cap value equity funds, after fee waivers and reimbursements by the Adviser; (3) the Adviser had agreed to continue waiving its fees/reimbursing operating expenses of the Fund for an additional year; (4) the investment advisory agreement only yielded a small profit to the Adviser and, as a result, it was not necessary to discuss economies of scale; and (5) the Adviser engages in soft dollar arrangements pursuant to which the Fund’s brokerage transactions are directed to a broker-dealer in exchange for research services that benefit the Adviser in providing investment advice to the Fund. As a result of their considerations, the Trustees, including the Independent Trustees, unanimously determined that continuation of the investment advisory agreement between the Trust and the Adviser is in the best interests of the Dreman Contrarian Small Cap Fund and its shareholders.

Quantitative Funds. The investment advisory agreement for each Quantitative Fund was initially approved by the Board at a meeting held on February 12, 2007. In considering whether to approve the investment advisory agreements between the Trust and the Adviser, the Trustees considered the following factors: (i) the Board had experience with the Adviser and the high quality of its management services to the Contrarian Funds since 2003; (ii) the Adviser had substantial experience in serving as adviser or sub-adviser to approximately 20 mutual funds; (iii) the Adviser contractually had agreed to waive its management fee and/or reimburse certain operating expenses through October 31, 2009; (iv) the Adviser would have the ability to direct the Funds’ brokerage to broker-dealers who provide research services that assist Dreman in managing the Funds’ portfolios; (v) because the Funds started with no assets, it was not necessary to discuss economies of scale at this time; and (vi) Dreman’s then-current financial statements indicated that it had sufficient revenues to meet its obligation to cap the Funds’ expenses under the expense cap agreement, even if the investment advisory agreements are not profitable in the first two years. Having considered these factors and additional information provided to the Board in advance of the meeting, the Board of Trustees determined that the agreements were fair and in the best interests of the Dreman Quantitative Large Cap Fund, Dreman Quantitative Mid Cap Fund and Dreman Quantitative Small Cap Fund and their shareholders and unanimously approved the appointment of Dreman Value Management, LLC to serve as Adviser to the Dreman Quantitative Large Cap Fund, Dreman Quantitative Mid Cap Fund and Dreman Quantitative Small Cap Fund under the terms and conditions set forth in each Quantitative Fund’s agreement.

Comparison to The New Funds. In connection with the proposed Reorganization, the Board considered various materials and representations from the Adviser with respect to the continuation of advisory services following the Reorganization. The Board considered the Adviser’s representations that, after the Reorganization, New Fund’s investment advisory Agreement (a “New Fund Agreement”) will be substantially identical to its corresponding Fund’s existing agreement as set forth below:

Management Fees. The rate of advisory fees payable to the Adviser under each New Fund Agreement with respect to a New Fund will be the same as under the current agreement with respect to the corresponding Fund.

Expense Limitation. As set forth above, the Adviser also has agreed to enter into expense limitation agreements with respect to each New Fund (or class of New Fund if applicable), which will be identical to that of the identically-named Fund (or class of the Fund), except that the expense limitation for the New Funds that are identical to the Contrarian Funds will extend through October 31, 2009, rather than through February 28, 2008 only.

Duration. Each New Fund Agreement will continue in effect, unless sooner terminated, for two years from its effective date, and shall continue for additional one (1) year periods if such continuance is approved at least annually by the Dreman Trust’s Board of Trustees, including a majority of the Independent Trustees, by votes cast in person at a meeting called for such purpose, or by vote of a majority of the outstanding shares of the applicable New Fund.

Portfolio Management Team. The portfolio managers for the Funds will remain the same and will continue serving as such to the New Funds. For more detailed information about the Funds’ portfolio managers, including their principal occupation for the past 5 years, compensation information and other accounts managed, see the Funds’ Prospectus and Statement of Additional Information.

Approval of the New Advisory Agreements By Funds and Dreman Board  

If the shareholders of a Fund approve the Reorganization of their Fund, then such approval will be deemed to authorize an officer of the Trust, on behalf of such Fund as the sole initial shareholder of the corresponding New Fund, to execute an instrument approving that New Fund’s investment advisory agreement with the Adviser. As set forth above, each New Funds’ investment advisory agreement will be substantially identical to the corresponding Fund’s investment advisory agreement, except that (i) each New Fund’s agreement will be with the Dreman Trust instead of the Trust, and (ii) the New Fund’s agreement will become effective as of the Effective Date of the Reorganization. On behalf of the Dreman Trust, the Dreman Trustees already have approved the form of agreement to be used following the Reorganization.

Additional Information about the Adviser

Control Persons of Adviser. The Dreman Family 1988 Trust is a principal shareholder of the Adviser. The Dreman Family 1988 Trust was established by David Dreman, the Funds’ portfolio manager, and certain family members and an attorney serve as co-trustees to the trust. As of the date of this proxy statement, the Dreman Family 1988 Trust holds approximately 45% of the interests in the Adviser, all of which are non-voting interests. In his individual capacity, David Dreman directly owns approximately 42% of the interests in the Adviser, and such interests comprise all of the voting interests. Other principal employees who are Members of the Adviser own, in the aggregate, approximately 12.75% of the interests in the Adviser, all of which interests are non-voting.

Affiliations/Arrangements with Respect to the Dreman Trust and Board. Currently, no person affiliated with the Adviser serves as an officer or trustee of the Trust. However, Boris Onefater, Chief Financial Officer of the Adviser, serves as Chairman of the Dreman Board, as well as its President and Chief Executive Officer. In addition, David Dreman is a non-voting Trustee Ex-Officio of the Dreman Trust; Clifton Hoover, Jr. and Michael D. Appleton, each an officer of the Adviser, are the Secretary and Chief Compliance Officer, respectively, of the Dreman Trust. As a result, following the Reorganization, these individuals, will serve as trustees and officers with respect to the New Funds.

As set forth in more detail above under “Certain Comparative Information about The Trust and The Dreman Trust,” the Dreman Trust’s Agreement and Declaration of Trust provides that, at all times, at least one of the trustees on the Dreman Board shall be an affiliated person of the Adviser. See under “Trustee Ex-Officio.” Furthermore, as more fully disclosed below, the Adviser initially nominated all of the current Dreman Trustees.

PROPOSAL 2 – APPROVAL AND RATIFICATION OF DREMAN TRUSTEES

Introduction

As a separate entity, the Dreman Trust has its own set of trustees and officers who will oversee its operations, which is different from your current Board of Trustees. Following the Reorganization, the Dreman Trustees will oversee the operations of the New Funds. The current Dreman Trustees have been serving as such with respect to the Dreman Board since the Dreman Trust was established. Each current Dreman Trustee was initially nominated by the Adviser or other person affiliated with the Adviser.

Federal securities laws require that at least one-half of the trustees of an investment company (such as the Dreman Trust) be elected by shareholders. Accordingly, shareholders of the Funds are being asked to approve and ratify the current Dreman Trustees. The Dreman Trustees comprise the entire Board of the Dreman Trust, and each of them holds office until each dies, resigns, retires, is removed or becomes physically or mentally incapacitated or is otherwise unable to serve. The Dreman Trust has, at least a majority of independent trustees. A Dreman Trustee is deemed independent if he or she is not an “interested person” of the Dreman Trust or the Adviser, as that term is defined in Section 2(a)(19) of the 1940 Act (an “Independent Dreman Trustee”). Such board composition is expected to satisfy current regulations adopted by the Securities Exchange Commission (“SEC”) in order for the Dreman Trust to rely on certain exemptive rules under the 1940 Act.